Miscellaneous Contract Clauses (41,182)

Miscellaneous. This letter, together with the NDA, sets forth the entire agreement between you and the Company and replaces all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of your employment. If any portion or provision of this letter shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this letter, or the application of such portion or provision in circumstances other than those a...s to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this letter shall be valid and enforceable to the fullest extent permitted by law. This letter shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the conflict-of-laws principles thereof. All disputes arising out of or related to this letter shall be resolved in the state or federal courts of the Commonwealth of Massachusetts, to whose exclusive personal jurisdiction the parties hereby consent. You and the Company hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this letter or the transactions contemplated hereby. If this letter correctly sets forth the terms under which you will be employed by the Company, please sign the enclosed duplicate of this letter in the space provided below and return it to me, along with a signed copy of the NDA. Sincerely, /s/ Steve Kraus Steve Kraus Chair, Compensation Committee The foregoing correctly sets forth the terms of my at-will employment with Flex Pharma, Inc. I am not relying on any representations other than those set forth above. /s/ Christoph Westphal Christoph Westphal, M.D., Ph.D. Date: 5/29/14 Exhibit A Employee Non-Solicitation, Non-Competition, Confidential Information and Inventions Assignment Agreement EX-10.6 9 a2222067zex-10_6.htm EX-10.6 Exhibit 10.6 May 21, 2014 Christoph Westphal, M.D., Ph.D. Dear Christoph: It is my pleasure to confirm the terms of your continued employment with Flex Pharma, Inc. (the "Company"). On behalf of the Company, I set forth below the terms of your employment: 1. Employment. You will be employed to serve as the Company's President and Chief Executive Officer. You shall report to the Company's Board of Directors (the "Board") and shall perform the duties of your position, with responsibility for all aspects of the Company's business and operations, and such other duties as reasonably may be assigned to you by the Board. You agree to devote a plurality of your full business time and your reasonable commercial efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and to the discharge of your duties and responsibilities for the Company. You agree to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company. View More

Miscellaneous. (a) Ratification. Except as expressly set forth in this Amendment, the Agreement and the terms thereof remain unchanged and in full force and effect. (b) Miscellaneous. Sections 8.1 through 8.12 of the Agreement shall apply to this Amendment mutatis mutandis as if set forth herein.

Miscellaneous. (a) Binding Effect. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign his rights or delegate his obligations hereunder without the prior written consent of the Company. (b) Notices. All notices required to be given hereunder shall be in writing and shall be deemed to have been given if (i) delivered personally or by documented courier or delivery serv...ice, (ii) transmitted by facsimile during normal business hours or (iii) mailed by registered or certified mail (return receipt requested and postage prepaid) to the following listed persons at the addresses and facsimile numbers specified below, or to such other persons, addresses or facsimile numbers as a party entitled to notice shall give, in the manner hereinabove described, to the others entitled to notice: If to the Company, to: Red Robin Gourmet Burgers, Inc. 6312 South Fiddler's Green Circle, Suite 200N Greenwood Village, CO 80111 Attention: Chief Executive Officer Facsimile No. : 303-846-6048 with a copy to: Davis Graham & Stubbs LLP 1550 Seventeenth Street, Suite 500 Denver, Colorado 80202 Attention: Ronald R. Levine, II Facsimile No. : 303-893-1379 If to Executive, to: Michael L. Kaplan 6312 South Fiddler's Green Circle, Suite 200N Greenwood Village, CO 80111 Facsimile No. : 303-846-6048 If given personally or by documented courier or delivery service, or transmitted by facsimile, a notice shall be deemed to have been given when it is received. If given by mail, it shall be deemed to have been given on the third business day following the day on which it was posted. 14 (c) Headings. The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof (d) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. (e) Construction. Each party has cooperated in the drafting and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter. (f) Savings Clause. If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable. View More