March 31, 2023 Chase C. Leavitt Oncternal Therapeutics, Inc. Dear Mr. Leavitt:
Exhibit 10.5
March 31, 2023
Chase X. Xxxxxxx
Oncternal Therapeutics, Inc. Dear Xx. Xxxxxxx:
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 April 12, 2021 (the “Employment Agreement”).
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; however, in the event of a Change in Control (as defined in the Employment Agreement) on or prior to December 31, 2023, this letter agreement shall terminate and 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.
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Exhibit 10.5
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.
All compensation to be paid to you will be subject to all applicable federal, state and local tax withholding by the Company.
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.
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.
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 the written consent of Executive and 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.
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Exhibit 10.5
Sincerely,
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Chief Financial Officer
Agreed and accepted:
/s/ Xxxxx Xxxxxxx
Print Name: Xxxxx Xxxxxxx
Date: March 31, 2023
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