EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2011 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • California
The Employment Agreement (the “Agreement”) is made and entered into as of March 31, 2011 (the “Effective Date”) by and between RXi Pharmaceuticals Corporation, a Delaware corporation (“RXi”, the “Company”, or “Employer”), and Mark J. Ahn, an individual and resident of Portland, Oregon (“Employee”).
March 30, 2011 Noah D. Beerman 10 Sawmill Road Acton, MA 01720 Dear Noah:Severance Agreement • April 5th, 2011 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations
As we have discussed, your employment as President and Chief Executive Officer of RXi Pharmaceuticals Corporation (the “Company”) will terminate, effective as of the date of the public announcement of the merger between the Company and Apthera, Inc. (such date, the “Separation Date,” and this letter agreement, the “Agreement”). Reference is made to the Employment Agreement between you and the Company dated as of November 5, 2009 (the “Employment Agreement”). All capitalized terms used in this Agreement will have the meaning ascribed to them in the Employment Agreement unless otherwise expressly provided herein. The purpose of this letter is to confirm the agreement between you and the Company (each, a “Party”) concerning your separation from employment and severance benefits, as follows:
AGREEMENT AND PLAN OF MERGER BY AND AMONG RXI PHARMACEUTICALS CORPORATION, DIAMONDBACK ACQUISITION CORP., APTHERA, INC. AND ROBERT E. KENNEDY, IN HIS CAPACITY AS THE STOCKHOLDER REPRESENTATIVE March 31, 2011Merger Agreement • April 5th, 2011 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT is dated as of March 31, 2011, by and among RXi Pharmaceuticals Corporation, a Delaware corporation (“Parent”), Diamondback Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”), Apthera, Inc., a Delaware corporation (the “Company”), and, with respect to Section 10.11 and other sections explicitly identified herein, Robert E. Kennedy, an individual acting as the Company Stockholders’ representative (the “Stockholder Representative”).
