Exhibit 10.19
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of April 23, 2019 (the “Effective Date”), by and between ZIOPHARM Oncology, Inc., a Delaware corporation, with principal offices at One First Avenue, Parris Building, #34 Navy Yard Plaza, Boston, Massachusetts 02129 (the “Company”), and Eleanor De Groot, presently residing at 3722 Sunset Blvd, Houston, TX 77005 (the “Employee”).
WITNESSETH:
WHEREAS, the Company currently employs Employee as its Executive Vice President, General Manager Cell Therapy, pursuant to the terms of an Offer Letter dated June 22, 2015 and that certain Severance Agreement dated July 13, 2015 (collectively, the “Prior Employment Agreements”);
WHEREAS, the Company desires to continue employing Employee as Executive Vice President, General Manager Cell Therapy of the Company, and Employee desires to continue serving the Company in that capacity, upon the terms and subject to the conditions contained in this Agreement.
WHEREAS, the Company and Employee have mutually agreed that, as of the Effective Date, this Agreement shall amend, restate and replace the Prior Employment Agreements;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:
Employee acknowledges that this Agreement does not create any obligation on Employee’s part to work for the Company, or on the part of the Company to employ Employee, for any fixed period of time. Employment is at-will and may be terminated at any time with or without “Cause” (as defined below) and without providing a reason for such termination.
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If (i) Employee’s employment is terminated by the Company (or its successor) without Cause or the Employee resigns for Good Reason, in either case (A) within eighteen (18) months following the occurrence of a Change of Control or (B) within 90 days prior to and in connection with the occurrence of a Change of Control, then in addition to the severance benefits provided under Section 9(b) above and conditioned upon both the execution and non-revocation of the Release and the execution of a new agreement containing post-termination restrictive covenants (including, without limitation, a non-competition covenant) of the same scope, duration and terms as the Non-Disclosure Agreement, (1) all unvested options or restricted stock awards (collectively, “Unvested Stock Awards”) held by Employee at the time that such termination occurs shall be accelerated and deemed to have vested as of the
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termination date; and (2) the Company shall pay Employee the target amount of the Discretionary Performance Bonus contemplated by Section 4(b) (i.e., forty percent (40%) of Employee’s Base Salary) that would have been payable for the calendar year in which termination of her employment occurs, payable in a single lump sum on the 90th day after the effective date of termination. Prior to any Change of Control, the Company shall take such action as may be necessary to amend the terms of any Unvested Stock Award (either granted prior to or after the Effective Date) in order to provide the acceleration contemplated by this Section 9(c).
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the date first above written.
EMPLOYEE:
/s/ Eleanor De Groot
Eleanor De Groot
Date: 23 April 2019
ZIOPHARM Oncology, Inc.:
/s/ Laurence Cooper
By: Laurence Cooper
Title: Chief Executive Officer
Date:
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