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INHIBIKASE THERAPEUTICS, INC.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this Agreement ) is made and entered into effective as of April 1, 2024 (the
Effective Date ), by and between INHIBIKASE THERAPEUTICS, INC. (the Company ), and Garth Lees-Rolfe (the Employee ).
WHEREAS, the parties hereto wish to enter into an employment agreement to employ the Employee as Chief Financial Officer.
NOW, THEREFORE, in consideration of the mutual covenants and representations contained herein, the parties hereto agree as follows:
1. Employment Period. The Company will employ the Employee, and the Employee will serve the Company, under the terms of this
Agreement, commencing on the Effective Date and continuing until terminated in accordance with Section 4 below. The period of time between the Effective Date and the termination of the Employee s
employment hereunder shall be referred to herein as the Employment Period.
2. Duties and Status.
A. Position. The Company hereby engages the Employee as Chief Financial Officer on the terms and conditions set forth
in this Agreement. During the Employment Period, the Employee s principal job duties and job responsibilities will include, but may not be limited to, the following:
In addition, the Employee shall assist the Company with such other matters specified by senior management and shall exercise such other
duties, responsibilities and authority consistent with the Employee s training, experience and position as the Company shall direct from time to time. The Employee agrees to devote all of his business time, efforts and skills to the performance
of his duties and responsibilities under this Agreement. Because working for other companies or otherwise engaging in activities for pay would constitute a potential distraction or conflict of interest, the Employee agrees not to provide any
services to any other company or person, whether as an employee, consultant, or independent contractor, while employed by the Company, without notice to
and the prior written approval of the Company. The Employee may engage in volunteer, charitable, educational, religious and similar types of activities to the extent such activities do not
prohibit, prevent or interfere with the performance of the Employee s duties under this Agreement or conflict in any way with the business of the Company or any of its affiliates.
B. Standard of Care. The Employee agrees to carry out his duties hereunder in a diligent, prudent and professional manner
consistent with his fiduciary duties as an employee of the Company.
3. Compensation and Benefits.
A. Base Salary. During the Employment Period, the Company shall pay to the Employee, as compensation for the performance of
his duties and obligations under this Agreement, a base salary at the rate of $345,000 per annum (the Base Salary ), payable in equal installments in accordance with the normal payroll practices of the Company. The Base
Salary may be modified in writing from time to time at the discretion of the Company.
B. Bonus. The Employee shall be
eligible for a discretionary annual target bonus (an Annual Bonus ) at the sole discretion of the Company equal to 30% of Base Salary (the Target Bonus ). The Annual Bonus is not a wage and, other than as set
forth in Section 5, payment of a cash bonus is expressly conditioned upon the Employee being actually employed by the Company on the date such Annual Bonus is paid. Each Annual Bonus, if any, will be settled no later than
March 15 of the year following the year in respect of which it was earned.
C. Business Expenses. During the
Employment Period, the Company shall promptly reimburse the Employee for all reasonable out-of-pocket business expenses, including reasonable travel expenses and client
entertainment in connection with Company business, incurred by the Employee in the performance of his duties under this Agreement subject to the receipt of the Company s written consent prior to the incurrence of any single expense in excess of
$1,000 (or related expenses in excess of such amount), and upon submission of such documentation as may be required by the Company.
D. Benefits. During the Employment Period, the Employee is entitled to any group benefits, including medical insurance,
dental insurance, life insurance, and pension plans that the Company does or may provide to similarly-situated employees, in each case subject to and on a basis consistent with the terms, conditions, and overall administration of such plans. Nothing
contained in this Agreement shall be construed to create any obligation on the part of the Company to establish or maintain the effectiveness of any such or particular plan, program or benefit which may be in effect from time to time.
E. Paid Time Off. During each year during the Employment Period, the Employee shall be entitled to 20 days of Paid
Time Off ( PTO ) in accordance with the policies of the Company in effect from time to time. PTO can be used at the Employee s discretion for vacations, personal leave, or additional sick leave. PTO is accrued at a rate of
1.667 days per month worked. PTO accrual is capped at 1.5 times the number of PTO days per year. For example, if the Employee receives 20 days of PTO per year, accrual is
capped at 30 days. Once the Employee has 30 days of accrued, unused PTO, no more PTO will accrue until the balance falls below the cap. Accrued, unused PTO will be paid out upon termination of
F. Paid Sick Leave. The Employee will be eligible for paid sick leave under the Massachusetts
Earned Sick Time Law ( Earned Sick Time ). All 40 hours of Earned Sick Time are fully accrued on January 1 of each calendar year and unused time cannot be carried over to future years. Accrued, unused Earned Sick Time will not
be paid out upon termination of employment.
(i) Initial Stock Option Grants. As soon as practicable following the Effective Date, the Employee
will be granted a stock option to purchase Ninety Thousand (90,000) shares of Company common stock, pursuant to the Company s incentive stock option agreement under the Company s 2020 Equity Incentive Plan or a successor thereto (the
Plan ). One-third of the grant shall vest and become exercisable in three installments on the first, second and third anniversaries of the Effective Date, subject to the Employee s continued
employment through each such vesting date.
(ii) Subsequent Equity Grants. In its sole discretion, the
Board may grant to the Employee from time to time stock options to purchase shares of Company common stock or such other equity awards as it may determine.
4. Termination of Employment.
A. Termination Without Cause. The Company may terminate the Employee s employment hereunder without Cause at
any time without providing advance notice to the Employee.
B. Termination for Cause. The Company may terminate
the Employee s employment hereunder for Cause at any time. The Company is not required to provide advance notice of termination to the Employee, except in the case of clauses (iv) and (vii) below. For purposes of this Agreement and subject
to the Employee s opportunity to cure as provided below, the Company shall have Cause to terminate the Employee s employment hereunder if such termination shall be the result of:
(i) commission of an act of disloyalty, dishonesty, breach of trust, fraud, misconduct, bad faith, embezzlement, misappropriation or
improper diversion of funds or assets of the Company, or destruction of Company property;
(ii) gross negligence in connection with
the performance of the Employee s duties hereunder;
(iii) the refusal, failure or willful nonfeasance by the Employee to
perform his duties hereunder;
(iv) failure to comply with the policies of the Company, which the Employee does not cure within
fifteen (15) days of a written notice of act or omission giving rise to the application of this provision;
(v) conduct which is materially detrimental to the reputation, goodwill or business
operations of the Company or any of its affiliates;
(vi) the conviction for, or plea of nolo contendere, to a charge
of commission of a felony; or
(vii) the breach or violation of any other provision of this Agreement, which the Employee does not
cure within fifteen (15) days of a written notice of such breach or violation.
C. Termination Upon Death or
Disability. The Employment Period shall be terminated by the death of the Employee. The Employment Period may be terminated by the Company if, in the reasonable judgment of the Company, the Employee shall be rendered incapable of performing
his duties to the Company by reason of any physical or mental impairment that can be expected to result in death or that can be expected to last for a period of three (3) or more consecutive months from the first date of the Employee s
absence due to the disability or for a period of 120 non-consecutive days within any 365 day period (in either case, a Disability ). If the Employment Period is terminated by reason of
Disability of the Employee, the Company shall provide thirty (30) days advance written notice to that effect to the Employee.
D. Resignation; Notice Period. The Employee shall not retire, resign or otherwise terminate his employment, except as
provided under Section 4.E (a Resignation ) with the Company for any reason without first giving thirty (30) days prior written notice of the effective date of his Resignation (the
Required Notice ). Such written notice shall be delivered by hand or email to the Chief Executive Officer. The thirty (30) days between the giving of the Required Notice and the effective date of the Resignation,
inclusive, is the Notice Period.
(i) The Company retains the right to waive the Required Notice in whole or in
part, in which case the termination date shall be the date that the Company accepts the Employee s resignation.
the Notice Period, the Company may, in its sole discretion, take any one or more of the following actions: (a) require the Employee to perform his normal duties and responsibilities; (b) require the Employee to remain away from the
Company s premises; (c) require the Employee not to perform any duties on behalf of the Company; (d) require the Employee not to contact clients, prospects, or managers of the Company; and/or (e) withdraw any powers vested in, or
duties assigned to, the Employee.
(iii) The Company will continue to pay the Base Salary during the Notice Period only
if the Employee is in compliance with his obligations under this Agreement or otherwise to the Company during the Notice Period.
(iv) In the event that the Employee does not provide the Required Notice, the Employee acknowledges and agrees that such failure to
provide the Required Notice (a) constitutes a breach of this Agreement, and therefore constitutes a Cause event, and (b) subjects the Company to irreparable harm entitling it to immediate or other equitable relief, including obtaining
injunctive relief prohibiting the Employee from commencing new employment or performing services for another employer or entity.
E. Termination for Good Reason by the Employee following a Change in Control. The Employee may
terminate his Employment Period with the Company for Good Reason within twelve (12) months following a Change in Control, subject to the terms and conditions set forth in this Section 4.E.
1. Good Reason means the occurrence of any of the following conditions without the Employee s express written consent:
(a) A material diminution in the Employee s authority, duties or responsibilities in effect immediately prior
to such diminution (provided, however, that a temporary paid suspension or modification of duties due to workplace investigation shall not constitute Good Reason);
(b) A material diminution in the Employee s base salary that persists for longer than 12 months, except for across-the-board salary reductions based on the Company s financial performance similarly affecting all or substantially all senior management employees of the Company;
(c) Any other action or inaction that constitutes a material breach by the Company of this Agreement.
The Employee may not terminate his Employment Period with Good Reason unless the Employee has provided the Company notice of Good Reason
within ninety (90) days of the initial existence of one or more of the above conditions, and the Company has had at least thirty (30) days in which to remedy the condition. In the event the Company does not remedy the condition within such
period, the Employee must terminate his Employment Period with Good Reason no later than one hundred eighty (180) days following the initial existence of one or more of the above conditions.
2. Change in Control will mean the occurrence of any of the following events:
(a) The consummation by the Company of a merger or consolidation of the Company with any other company, other than a
merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)