AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
This
Amended and Restated Employment Agreement (the
“Agreement”) is made and entered into by and among
GT Biopharma, Inc. (“Parent”) and each of its
subsidiaries (together with Parent, the “Company”) and
Anthony J. Cataldo (“Executive”) as of April 23, 2021
(the “Effective Date”), and amends and restates that
certain Employment Agreement among Executive and the Company dated
August 11, 2020.
WHEREAS, the Company is desirous of employing Executive, and
Executive wishes to be employed by the Company in accordance with
the terms and conditions set forth in this Agreement.
NOW,
THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES
AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS
HEREBY ACKNOWLEDGED, IT IS MUTUALLY AGREED AS FOLLOWS:
1. Position and Duties: Executive shall be
employed by Parent and each of its subsidiaries as its Chief
Executive Officer reporting to the Board of Directors of each
Company. Executive agrees to devote the necessary business time,
energy and skill to his duties at the Company, and will be
permitted to engage in outside consulting and/or employment
provided said services do not materially interfere with
Executive’s obligations to the Company under the terms of
this Agreement. These duties of Executive under this Agreement
shall include all those duties customarily performed by a
company’s Chief Executive Officer as well as providing advice
and consultation on general corporate matters and other projects as
may be assigned by the Board of Directors of each Company on an as
needed basis. Executive shall perform his duties from Beverly
Hills, California, unless mutually agreed by Executive and Parent.
During the term of Executive’s employment, Executive shall be
permitted to serve on boards of directors of for-profit or
not-for-profit entities provided such service does not adversely
affect the performance of Executive’s duties to the Company
under this Agreement, and are not in conflict with the interests of
the Company.
Executive
shall be nominated to stand for election to the Board of Directors
as the Chairman of the Board of each Company annually so long as
Executive remains as Chief Executive Officer of Parent. As the
Chairman of the Board of each Company’s Board of Directors,
Executive shall continue to be subject to the provisions of each
Company’s corporate governing documents and all applicable
laws relative to his position as a member of each such Board of
Directors.
2. Term of Employment: This Agreement shall
remain in effect for a period of four years from the Effective Date
and thereafter will automatically renew for successive one year
periods unless either party provides ninety days’ prior
written notice of termination. Upon the termination of
Executive’s employment prior to the expiration of the term of
this Agreement, Executive shall receive the applicable benefits set
forth in this Agreement. Upon the termination of Executive’s
employment for any reason, neither Executive nor the Company shall
have any further obligation or liability under this Agreement to
the other, except as set forth below.
3. Compensation: Executive shall be
compensated by the Parent for his services to the Company as
follows:
(a) Base Salary: Executive shall be paid a
base salary of $500,000 per year (the “Base Salary”),
payable by Parent monthly in cash in accordance with Parent’s
normal payroll procedures. Executive’s Base Salary shall be
review on at least an annual basis and may be adjusted as
appropriate, but in no event shall it be reduced to an amount below
Executive’s Base Salary than in effect. In the event of such
an adjustment, that amount shall become Executive’s Base
Salary. Furthermore, during the term of this Agreement, in no event
shall Executive’s compensation be less than any other officer
or employee of the Company.
(b) Benefits: Executive shall have the
right, on the same basis as other senior executives of the Company,
to participate in and to receive benefits under any of the
Company’s employee benefit plans, medical insurance (which
extends to Executive’s immediate family), as such plans may
be modified from time to time, and provided that in no event shall
Executive receive less than (4) four weeks paid vacation per annum,
(6) six paid sick days per annum, and (5) five paid personal days
per annum.
(c) Performance Bonus: Executive shall have
the opportunity to earn a performance bonus of fifty percent (50%)
of the Base Salary in accordance with the Parent’s
Performance Bonus Plan if in effect (“Target Bonus”);
if the Parent does not have a Performance Bonus Plan in effect at
any given time during the term of this Agreement, then
Parent’s Compensation Committee or Board of Directors shall
have discretion as to determining bonus compensation for
Executive.
(d) Expenses: Parent shall reimburse
Executive for reasonable travel, lodging, entertainment and meal
expenses incurred in connection with the performance of services
within this Agreement. Executive shall be entitled to fly Business
Class on any flight longer than four (4) hours and receive full
reimbursement for such flight from Parent.
(e) Travel: Executive shall travel as
necessary from time to time to satisfy his performance and
responsibilities under this Agreement.
4. Effect of Termination of
Employment:
(a) Voluntary Termination: In the event of
Executive’s voluntary termination from employment with the
Company, other than for Change in Control Period Good Reason or for
Non Change in Control Good Reason, Executive shall be entitled to
no compensation or benefits from the Company other than those
earned under Section 3 through the date of his termination and in
the case of each stock option, restricted stock award or other
Company stock-based award granted to Executive, the extent to which
such awards are vested through the date of his termination. In the
event that Executive’s employment terminates as a result of
his death or disability, Executive shall be entitled to a pro rata
share of the performance-based bonus, if any, for which Executive
is then-eligible pursuant to Section 3(c) (presuming performance
meeting, but not exceeding, target performance goals) in addition
to all compensation and benefits earned under Section 3 through the
date of termination.
(b) Termination
for Cause: If Executive’s employment is terminated by
the Company for Cause, Executive shall be entitled to no
compensation or benefits from the Company other than those earned
under Section 3 through the date of termination and, in the case of
each stock option, restricted stock award or other Company
stock-based award granted to Executive, the extent to which such
awards are vested through the date of his termination. In the event
that the Company terminates Executive’s employment for Cause,
the Company shall provide written notice to Executive of that fact
prior to, or concurrently with, the termination of employment.
Failure to provide written notice that the Company is terminating
Executive’s employment for Cause shall constitute an
irrevocable waiver of any contention that the termination was for
Cause.
(c) Involuntary
Termination During Change in Control Period: If
Executive’s employment with the Company terminates as a
result of a Change in Control Period Involuntary Termination, then,
in addition to any other benefits described in this Agreement and
subject to Executive’s execution of a general release of
claims against the Company, Executive shall receive the
following:
(i) all
compensation and benefits earned under Section 3 through the date
of the Company’s termination of Executive’s
employment;
(ii) a
lump sum payment equivalent to the greater of (a) the bonus paid or
payable to Executive for the year immediately prior to the year in
which the Change in Control occurred and (b) the Target Bonus under
the Performance Bonus Plan, if any, in effect immediately prior to
the year in which the Change in Control occurs;
(iii) a
lump sum payment equivalent to the remaining Base Salary (as it was
in effect immediately prior to the Change in Control) due Executive
from the date of Change in Control Period Involuntary Termination
to the end of the term in this Agreement or one-half of
Executive’s Base Salary then in effect, whichever is the
greater; and
(iv) reimbursement
for the cost of medical, life, disability insurance coverage at a
level equivalent to that provided by the Company for a period
expiring upon the earlier of: (a) one year; or (b) the time
Executive begins alternative employment wherein said insurance
coverage is available and offered to Executive. It shall be the
obligation of Executive to inform Parent that new employment has
been obtained.
Unless
otherwise agreed to by Executive, the amount payable to Executive
under subsections (i) through (iii), above, shall be paid to
Executive in a lump sum within thirty (30) days following the
Company’s termination of Executive’s employment. The
amounts payable under subsection (iv) shall be paid monthly during
the reimbursement period.
(d) Termination Without Cause in the Absence of
Change in Control: In the event that Executive’s
employment terminates as a result of a Non Change in Control Period
Involuntary Termination, then, in addition to any other benefits
described in this Agreement and subject to Executive’s
execution of a general release of claims against the Company
Executive shall receive the following benefits:
(i) all compensation
and benefits earned under Section 3 through the date of the
Company’s termination of Executive’s
employment;
(ii) a
lump sum payment equivalent to the greater of (a) the bonus paid or
payable to Executive for the year immediately prior to the year in
which the Non Change in Control Period Involuntary Termination
occurred and (b) the Target Bonus under the Performance Bonus Plan,
if any, in effect immediately prior to the year in which the Non
Change in Control Period Involuntary Termination
occurs;
(iii) a
lump sum payment equivalent to the remaining Base Salary (as it was
in effect immediately prior to the Non Change in Control Period
Involuntary Termination) due Executive from the date of the Non
Change in Control Period Involuntary Termination to the end of the
term of this Agreement or one-half of Executive’s Base Salary
then in effect, whichever is the greater; and
(iv) reimbursement
for the cost of medical, life and disability insurance coverage at
a level equivalent to that provided by the Company for a period of
the earlier of: (a) one year; or (b) the time Executive begins
alternative employment wherein said insurance coverage is available
and offered to Executive. It shall be the obligation of Executive
to inform Parent that new employment has been
obtained.
Unless
otherwise agreed to by Executive, the amount payable to the
Executive under subsections (i) through (iii) above shall be paid
to Executive in a lump sum within thirty (30) days following the
Company’s termination of Executive’s employment. The
amounts payable under subsection (iv) shall be paid monthly during
the reimbursement period.
(e) Resignation with Good Reason During Change in
Control Period: If Executive resigns his employment with the
Company as a result of a Change in Control Period Good Reason,
then, in addition to any other benefits described in this Agreement
and subject to Executive’s execution of a general release of
claims against the Company, Executive shall receive the
following:
(i) all compensation
and benefits earned under Section 3 through the date of
Executive’s termination of employment;
(ii) a
lump sum payment equivalent to the greater of (a) the bonus paid or
payable to Executive for the year immediately prior to the year in
which the Change in Control occurred and (b) the Target Bonus under
the Performance Bonus Plan, if any, in effect immediately prior to
the year in which the Change in Control occurs;
(iii) a
lump sum payment equivalent to the remaining Base Salary (as it was
in effect immediately prior to the Change in Control) due Executive
from the date of Executive’s Change in Control Period Good
Reason termination to the end of the term of this Agreement or
one-half of Executive’s Base Salary then in effect, whichever
is the greater; and
(iv) reimbursement
for the cost of medical, life and disability insurance coverage at
a level equivalent to that provided by the Company for a period of
the earlier of: (a) one year; or (b) the time Executive begins
alternative employment wherein said insurance coverage is available
and offered to Executive. It shall be the obligation of Executive
to inform the Parent that new employment has been
obtained.
Unless
otherwise agreed to by Executive, the amount payable to the
Executive under subsections (i) through (iii) above shall be paid
to Executive in a lump sum within thirty (30) days following
Executive’s termination of employment. The amounts payable
under subsection (iv) shall be paid monthly during the
reimbursement period.
(f) Resignation with Good Reason in the Absence of
Change in Control: If Executive resigns his employment with
the Company as a result of a Non Change in Control Period Good
Reason, then, in addition to any other benefits described in this
Agreement and subject to Executive’s execution of a general
release of claims against the Company, Executive shall receive the
following:
(i) all compensation
and benefits earned under Section 3 through the date of
Executive’s termination of employment;
(ii) a
lump sum payment equivalent to a greater of (a) the bonus paid or
payable to Executive for the year immediately prior to the year in
which Executive resigns and (b) the Target Bonus under the
Performance Bonus Plan, if any, in effect immediately prior to the
year in which Executive resigns;
(iii) a
lump sum payment equivalent to the remaining Base Salary (as it was
in effect immediately prior to Executive’s resignation) due
Executive from the date of Executive’s resignation to the end
of the term of this Agreement or one-half of Executive’s Base
Salary then in effect, whichever is the greater; and
(iv) reimbursement
for the cost of medical, life and disability insurance coverage at
a level equivalent to that provided by the Companies for a period
of the earlier of: (a) one year or (b) the time Executive begins
alternative employment wherein said insurance coverage is available
and offered to Executive. It shall be the obligation of Executive
to inform Parent that new employment has been
obtained.
Unless
otherwise agreed to by Executive, the amount payable to the
Executive under subsections (i) through (iii) above shall be paid
to Executive in a lump sum within thirty (30) days following
Executive’s termination of employment. The amounts payable
under subsection (iv) shall be paid monthly during the
reimbursement period.
(g) Resignation from Positions: In the event
that Executive’s employment with the Company is terminated
for any reason, on the effective date of the termination Executive
shall simultaneously resign from each position he holds as an
officer and on the Board of Directors of each of Parent, its
subsidiaries and any of their affiliated entities.
5. Certain Definitions: For the purpose of
this Agreement, the following capitalized terms shall have the
meanings set forth below:
(a) “Cause”
shall mean any of the following occurring on or after the date of
this Agreement:
(i) Executive’s
theft, dishonesty, breach of fiduciary duty for personal profit, or
falsification of any employment or Company record;
(ii) Executive’s
willful violation of any law, rule, or regulation (other than
traffic violations, misdemeanors or similar offenses) or final
cease-and-desist over, in each case that involves moral
turpitude;
(iii) any
material breach by Executive of the Company’s Code of
Professional Conduct, which breach shall be deemed
“material” if it results from an intentional act by
Executive and has a material detrimental effect on the
Company’s reputation or business; or
(iv) any
material breach by Executive of this Agreement, which breach, if
curable, is not cured within thirty (30) days following written
notice of such breach from the Company.
(b) “Change in
Control” shall mean the occurrence of any of the following
events:
(i) Parent is party to
a merger or consolidation which results in the holders of the
voting securities of Parent outstanding immediately prior thereto
failing to retain immediately after such merger or consolidation
direct or indirect beneficial ownership of more than fifty percent
(50%) of the total combined voting power of the securities entitled
to vote generally in the election of directors of Parent or the
surviving entity outstanding immediately after such merger of
consolidation;
(ii) a
change in the composition of the Board of Directors of the Parent
occurring within a period of twenty-four (24) consecutive months,
as a result of which fewer than a majority of the directors are
Incumbent Directors;
(iii) effectiveness
of an agreement for the sale, lease or disposition by Parent of all
or substantially all of Parent’s assets; or
(iv) a
liquidation or dissolution of Parent.
(c) “Change in
Control Period” shall mean the period commencing on the date
sixty (60) days prior to the date of consummation of the Change in
Control and ending one hundred eighty (180) days following
consummation of the Change in Control.
(d) “Change in
Control Period Good Reason” shall mean Executive’s
resignation for any of the following conditions, first occurring
during a Change in Control Period and occurring without
Executive’s written consent:
(i) a decrease in
Executive’s Base Salary, a decrease in Executive’s
Target Bonus (as a multiple of Executive’s Base Salary) under
the Performance Bonus Plan, or a decrease in employee benefits, in
each case other than as a part of any across-the-board reduction
applying to all senior executives of either Company which does not
disproportionately impact Executive when compared to similarly
situated executives;
(ii) a
material, adverse change in Executive’s title, authority and
responsibilities, as measured against Executive’s title,
authority and responsibilities immediately prior to such
change;
(iii) a
requirement that Executive relocate his principal workplace from
Beverly Hills, California;
(iv) any
material breach by the Company of any provision of this Agreement,
which breach is not cured within thirty (30) days following written
notice of such breach from Executive;
(v) any failure of
Parent to obtain the assumption of this Agreement by any of
Parent’s successors or assigns by purchase, merger,
consolidation, sale of assets or otherwise; or
(vi) any
purported termination of Executive’s employment for
“material breach of contract” which is purportedly
effected without providing the “cure” period, if
applicable, described in Section 5(d)(iv), above.
The
effective date of any resignation from employment by Executive for
Change in Control Period Good reason shall be the date of
notification to Parent of such resignation from employment by
Executive.
(e) “Non Change
in Control Period Good Reason” shall mean Executive’s
resignation within six months of any of the following conditions
first occurring outside of a Change in Control Period and occurring
without Executive’s written consent:
(i) a decrease in
Executive’s total cash compensation opportunity (adding Base
Salary and Target Bonus, if any) of greater than ten percent
(10%);
(ii) a
material, adverse change in Executive’s title, authority or
responsibilities, as measured against Executive’s title,
authority or responsibilities immediately prior to such
change;
(iii) any
material breach by the Company of a provision of this Agreement,
which breach is not cured within thirty (30) days following written
notice of such breach from Executive;
(iv) a
requirement that Executive relocate his principal workplace from
Beverly Hills, California; or
(v) any purported
termination of Executive’s employment for “material
breach of contract” which is purportedly effected without
providing the “cure” period, if applicable, described
in Section 5(e)(iii), above.
The
effective date of any resignation from employment by Executive for
Non Change in Control Period Good reason shall be the date of
notification to Parent of such resignation from employment by
Executive.
(f) “Incumbent
Directors” shall mean members of Parent’s Board of
Directors who either (a) are members of Parent’s Board of
Directors as of the date hereof, or (b) are elected, or nominated
for election, to Parent’s Board of Directors with the
affirmative vote of at least a majority of the Incumbent Directors
at the time of such election or nomination (but shall not include
an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of
members of Parent’s Board of Directors).
(g) “Change in
Control Period Involuntary Termination” shall mean during a
Change in Control Period the termination by the Company of
Executive’s employment with the Company for any reason,
including termination as a result of death or disability of
Executive, but excluding termination for Cause. The effective date
of any Change in Control Period Involuntary Termination shall be
the date of notification to Executive of the termination of
employment by the Company.
(h) “Non Change
in Control Period Involuntary Termination” shall mean outside
a Change in Control Period the termination by the Company of
Executive’s employment with the Company for any reason,
including termination as a result of death or disability of
Executive, but excluding termination for Cause. The effective date
of any Non Change in Control Period Involuntary Termination shall
be the date of notification to Executive of the termination of
employment by the Company.
6. Dispute Resolution: In the event of any
dispute or claim relating to or arising out of this Agreement
(including, but not limited to, any claims of breach of contract,
wrongful termination or age, sex, race or other discrimination),
Executive and the Company agree that all such disputes shall be
fully addressed and finally resolved by binding arbitration
conducted by the American Arbitration Association in Los Angeles,
California in accordance with its National Employment Dispute
Resolution rules. In connection with any such arbitration, Parent
shall bear all costs not otherwise borne by a plaintiff in a court
proceeding. The Company agrees that any decisions of arbitrator(s)
will be binding and in any state that the Company conducts the
operation of its business.
7. Attorneys’ Fees: The prevailing
party shall be entitled to recover from the losing party its
attorneys’ fees and costs incurred in any action brought to
enforce any right arising out of the Agreement.
8. Restrictive
Covenants:
(a) Nondisclosure. During the term of this
Agreement and following termination of Executive’s employment
with the Company, Executive shall not divulge, communicate, use to
the detriment of the Company or for the benefit of any other person
or persons, or misuse in any way, any Confidential Information (as
hereinafter defined) pertaining to the business of the Company. Any
Confidential Information or data now or hereafter acquired by
Executive with respect to the business of the Company (which shall
include, but not be limited to, confidential information concerning
the Company’s financial condition, prospects, technology,
customers, suppliers, methods of doing business and promotion of
the Company’s products and services) shall be deemed a
valuable, special and unique asset of the Company that is received
by Executive in confidence as a fiduciary. For purposes of this
Agreement “Confidential Information” means information
disclosed to Executive or known by Executive as a consequence of or
through his employment by the Company (including information
conceived, originated, discover or developed by Executive) prior to
or after the date hereof and not generally known or in the public
domain about the Company or its business. Notwithstanding the
foregoing, none of the following information shall be treated as
Confidential Information: (i) information which is known to the
public at the time of disclosure to Executive; (ii) information
which becomes known to the public by publication or otherwise after
disclosure to Executive through no fault of Executive; (iii)
information which was rightfully received by Executive from a third
party without violating any non-disclosure obligation owed to or in
favor of the Company; or (iv) information unrelated to the
Company’s business which was developed by or on behalf of
Executive independently of any disclosure hereunder as shown by
written records. Nothing herein shall be deemed to restrict
Executive from disclosing Confidential Information to the extend
required by law or by any court.
(b) Non-Competition. Executive shall not,
while employed by the Company, engage or participate, directly or
indirectly (whether as an officer, director, employee, partner,
consultant, or otherwise), in any business that manufactures,
markets or sells products that directly compete with any product of
the Company. Nothing herein shall prohibit Executive from being a
passive owner of less than 5% of the stock of any entity directly
engaged in a competing business.
(c) Property Rights; Assignment of
Inventions. With respect to information, inventions and
discoveries or any interest in any copyright and/or other property
right developed, made or conceived of by Executive, either alone or
with others, during his employment by the Company arising out of
such employment and pertinent to any field of business or research
in which, during such employment, the Company is engaged or (if
such is known to or ascertainable by Executive) is considering
engaging, Executive hereby agrees:
(i) that all such
information, inventions and discoveries or any interest in any
copyright and/or other property right, whether or not patented or
patentable, shall be and remain the exclusive property of the
Company;
(ii) to
disclose promptly to an authorized representative of Parent all
such information, inventions and discoveries or any copyright
and/or other property right and all information in
Executive’s possession as to possible applications and uses
thereof;
(iii) not
to file any patent application relating to any such invention or
discovery except with the prior written consent of an authorized
officer of Parent (other than Executive);
(iv) that
Executive hereby waives and releases any and all rights Executive
may have in and to such information, inventions and discoveries,
and hereby assigns to the Company and/or its nominees all of
Executive’s right, title and interest in them, and all of
Executive’s right, title and interest in any patent, patent
application, copyright or other property right based thereon.
Executive hereby irrevocably designates and appoints Parent and
each of its duly authorized officers and agents as his agent and
attorney-in-fact to act for his and on his behalf and in his stead
to execute and file any document and to do all other lawfully
permitted acts to further the prosecution, issuance and enforcement
of any such patent, patent application, copyright or other property
right with the same force and effect as if executed and delivered
by Executive; and
(v) at the request of
Parent, and without expense to Executive, to execute such documents
and perform such other acts as Parent deems necessary or
appropriate, for the Company to obtain patents on such inventions
in a jurisdiction or jurisdictions designated by Parent, and to
assign the Company or their respective designees such inventions
and any and all patent applications and patents relating
thereto.
9. General:
(a) Successors and Assigns: The provisions
of this Agreement shall inure to the benefit of and be binding upon
the Company, Executives and each and all of their respective heirs,
legal representatives, successors and assigns. The duties,
responsibilities and obligations of Executive under this Agreement
shall be personal and not assignable or delegable by Executive in
any manner whatsoever to any person, corporation, partnership,
firm, company, joint venture, or other entity. Executive may not
assign, transfer, convey, mortgage, pledge or in any other manner
encumber the compensation or other benefits to be received by him
or any rights which he may have pursuant to the terms and
provisions of this Agreement.
(b) Amendments; Waivers: No provision of
this Agreement shall be modified, waived or discharged unless the
modification, waiver or discharge is agreed to in writing and
signed by Executive and by an authorized officer of Parent (other
than Executive). No waiver by either party of any breach of, or of
compliance with, any condition or provision of this Agreement by
the other party shall be considered a waiver of any other condition
or provision or of the same condition or provision at another
time.
(c) Notices: Any notices to be given
pursuant to this Agreement by either party may be effected by
personal delivery or by overnight delivery with receipt requested.
Mailed notices shall be addressed to the parties at the addresses
stated below, but each party may change its or his/her address by
written notice to the other in accordance with this subsection (c).
Mailed notices to Executive shall be addressed as
follows:
Anthony
J. Cataldo
Email:
ajc@gtbiopharma.com
Mailed
notices to the Company shall be addressed as follows:
GT
Biopharma, Inc.
9350
Wilshire Blvd., Suite 203
Beverly
Hills, CA 90212
Attention: Board of
Directors
(d) Entire Agreement: This Agreement
constitutes the entire employment agreement among Executive and the
Company regarding the terms and conditions of his employment, with
the exception of any stock option, restricted stock or other
Company stock-based award agreements among Executive and the
Company to the extent not modified by this Agreement. This
Agreement supersedes all prior negotiations, representations or
agreements among Executive and the Company, whether written or
oral, concerning Executive’s employment by the
Company.
(e) Withholding Taxes: All payments made
under this Agreement shall be subject to reduction to reflect taxes
required to be withheld by law.
(f) Counterparts: This Agreement may be
executed by Parent and Executive in counterparts, each of which
shall be deemed an original and which together shall constitute one
instrument.
(g) Headings: Each and all of the headings
contained in this Agreement are for reference purposes only and
shall not in any manner whatsoever affect the construction or
interpretation of this Agreement or be deemed a part of this
Agreement for any purpose whatsoever.
(h) Savings Provision: To the extent that
any provision of this Agreement or any paragraph, term, provision,
sentence, phrase, clause or word of this Agreement shall be found
to be illegal or unenforceable for any reason, such paragraph,
term, provision, sentence, phrase, clause or word shall be modified
or deleted in such a manner as to make this Agreement, as so
modified, legal and enforceable under applicable laws. The
remainder of this Agreement shall continue in full force and
effort.
(i) Construction: The language of this
Agreement and of each and every paragraph, term and provision of
this Agreement shall, in all cases, for any and all purposes, and
in any and all circumstances whatsoever be construed as a whole,
according to its fair meaning, not strictly for or against
Executive or the Company, and with no regard whatsoever to the
identity or status of any person or persons who drafted all or any
portion of this Agreement.
(j) Further Assurances: From time to time,
at the Company’s request and without further consideration,
Executive shall execute and deliver such additional documents and
take all such further action as reasonably requested by the Company
to be necessary or desirable to make effective, in the most
expeditious manner possible, the terms of this Agreement and to
provide adequate assurance of Executive’s due performance
hereunder.
(k) Governing Law: Executive and the
Companies agree that this Agreement shall be interpreted in
accordance with and governed by the laws of the State of
California.
(l) Board Approval: Parent and each of its
subsidiaries warrants to Executive that the Compensation Committee
of the Board of Directors of Parent and each of its subsidiaries
has ratified and approved this Agreement, and that Parent will
cause the appropriate disclosure filing to be made with the
Securities and Exchange Commission in a timely manner.
[Signature
Page Follows]
IN
WHITNESS WHEREOF, the parties have executed this Agreement as of
the Effective Date.
EXECUTIVE
/s/ Anthony J. Cataldo
Anthony
J. Cataldo
GT BIOPHAMA, INC.
/s/ Michael Handelman
Michael
Handelman
Chief
Financial Officer