March 31, 2023 James Breitmeyer, M.D., Ph.D. Oncternal Therapeutics, Inc. Dear Dr. Breitmeyer:

Exhibit 10.1

 

 

 

 

March 31, 2023

 

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, M.D., Ph.D. Oncternal Therapeutics, Inc.

 

Dear ▇▇. ▇▇▇▇▇▇▇▇▇▇:

 

Oncternal Therapeutics, Inc. (the “Company”) is providing this letter agreement to set forth agreements between you and the Company related to your compensation. This letter agreement amends the Employment Agreement between you and the Company, dated September 12, 2019 (the “Employment Agreement”).

 

1.
Base Salary Reduction

 

Effective as of April 1, 2023, your annual base salary rate will be reduced temporarily from

$608,867 (“Previous Salary”) to $487,094, to be paid in accordance with the Company’s customary payroll procedures. In addition, effective as of the earlier of: (1) January 1, 2025; or (2) a Change in Control (as defined in the Employment Agreement), your annual base salary rate will be reinstated to $608,867, or such other amount agreed between you and the Compensation Committee of the Board of Directors of the Company (the “Committee”).

 

2.
2023 Annual Bonus

 

Notwithstanding anything to the contrary contained in Section 3(b) of your Employment Agreement or the Company’s Annual Incentive Plan, you hereby agree that you will not be eligible to receive an annual bonus relating to performance during 2023.

 

3.
Retention Bonus

 

(a)
Subject to the terms of, and except as otherwise provided in, this Section 3, you will be eligible to receive a bonus (the “Retention Bonus”), consisting of: (1) the annual bonus you would have been eligible to receive under the Company’s Annual Incentive Plan based on the Company’s actual performance for 2023, as determined by the Committee following the completion of 2023, had you been a participant in the Annual Incentive Plan with a target bonus opportunity of up to 50% of your Previous Salary (such amount as determined by the Committee, the “Performance Retention Component”), which determination shall occur between January 1, 2024 and March 15, 2024 (the date of such determination, the “Determination Date”); and (2) a potential additional cash amount (such amount, the “Cash Retention Component”) equal to: (x) $334 multiplied by; (y) the number of calendar days elapsed from April 1, 2023 through the earlier of: (a) a Change in Control (as defined in the Employment Agreement); and (b) the date your employment terminates.

 

(b)
Except as provided in Sections 3(c) and 3(d), if your employment terminates: (1) prior to January 1, 2024, then this letter agreement will terminate and you will forfeit any right you may have to receive the Retention Bonus; (2) between January 1, 2024 and the Determination Date, you will be eligible to receive only the Cash Retention Component of the Retention Bonus. If you continue employment through

 

 

 

Exhibit 10.1

 

the Determination Date, you will be eligible to receive both the Performance Retention Component and Cash Retention Component of your Retention Bonus. The Retention Bonus, if any, payable pursuant to this Section 3(b) will be paid in cash in a lump sum between January 1, 2025 and March 15, 2025. You will continue to be considered an employee of the Company for purposes of this letter agreement if you are on a Company-approved leave of absence.

 

(c)
In the event of your Involuntary Termination or, subject to your continued employment through the date of a Change in Control, a Change in Control, in each case on or prior to the Determination Date, you will be eligible to receive only the Cash Retention Component of the Retention Bonus, which will be paid in accordance with Section 3(e). If a Change in Control occurs on or prior to December 31, 2023, you shall again be eligible to receive an annual bonus for 2023 in accordance with Section 3(b) of your Employment Agreement and subject to the terms of the Company’s Annual Incentive Plan.

 

(d)
In the event of a Change in Control between the Determination Date and December 31, 2024, subject to your continued employment through the date of such Change in Control, you will be eligible to receive both the Performance Retention Component and Cash Retention Component of the Retention Bonus, which will be paid in accordance with Section 3(e).

 

(e)
In the event you are eligible to receive a Retention Bonus as a result of a Change in Control, such Retention Bonus shall be paid 10 days following the date of such Change in Control. In the event you are eligible to receive a Retention Bonus as a result of your Involuntary Termination, you will be eligible to receive your Retention Bonus in cash in a lump sum within 10 days following the effective date of your Release (as defined below). As a condition to your receipt of any Retention Bonus resulting from your Involuntary Termination, you shall execute and not revoke a general release of all claims in favor of the Company and its affiliates (the “Release”) in the form attached to the Employment Agreement as Exhibit

A. In the event the Release does not become effective within the 55-day period following the date of your Involuntary Termination, you shall not be entitled to the Retention Bonus.

 

4.
Relationship to Other Compensation

 

The Retention Bonus described herein is independent of all other compensation and is in addition to any severance to which you may be entitled upon an Involuntary Termination as provided in Section 4(b) of the Employment Agreement. In the event of your Involuntary Termination (as defined in the Employment Agreement) prior to January 1, 2025, your Previous Salary will be used for calculating your severance entitlements pursuant to Sections 4(b) of the Employment Agreement.

 

5.
Tax and Other Deductions

 

All compensation to be paid to you will be subject to all applicable federal, state and local tax withholding by the Company.

 

6.
Employment at Will

 

This letter agreement does not affect your employment relationship with the Company; that is, employment with the Company remains at-will as provided in Section 4(a) of the Employment Agreement, subject to your rights to severance in certain circumstances as provided in Section 4(b) of the Employment Agreement.

 

 

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Exhibit 10.1

 

8.
Section 409A of the Internal Revenue Code

 

This letter agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended. Section 10(o) of the Employment Agreement is hereby incorporated herein by reference and shall apply to this letter agreement as if set forth herein.

 

9.
Miscellaneous

 

This letter agreement amends the Employment Agreement to the extent the Employment Agreement is inconsistent with this letter agreement. This letter agreement and the Employment Agreement (as amended hereby) set forth the entire understanding of the parties with respect to the subject matter hereof and supersede all existing agreements between them concerning such subject matter. This letter agreement may be amended or modified only with your written consent and the written consent of an authorized representative of the Company. This letter agreement shall be binding upon and inure to the benefit of the successors of the Company. This letter agreement will not give any rights or remedies to any person other than the undersigned employee and the Company and its successors. This letter agreement will be governed by the laws of the State of California, excluding any that mandate the use of another jurisdiction’s laws. You shall have no rights under this letter agreement other than as an unsecured general creditor of the Company.

 

Please indicate your agreement with these terms of this letter agreement by signing and dating this letter agreement below.

Sincerely,

 

Oncternal Therapeutics, Inc.

 

 

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Chief Financial Officer

 

 

Agreed and accepted:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, M.D., Ph.D.

 

Date: March 31, 2023

 

 

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Document Metadata

Filed: May 4th, 2023