AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (“Agreement”) between James R. Neal (“Employee”) and XOMA Corporation (“XOMA” or the “Company”) (collectively, the “Parties”) is effective as of December 15, 2021 (the “Agreement Effective Date”).
Preamble:
● | XOMA wishes to enter into this Agreement to assure the continued services of Employee for a period until a new CEO is hired or until December 31, 2022, whichever occurs first; and |
● | Employee is willing to enter into this Agreement and to serve in the employ of XOMA upon the terms and conditions hereinafter provided; |
● | NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Parties agree as follows: |
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(a)XOMA’s Successors. Any successor to XOMA (direct or indirect, by purchase, lease, merger, amalgamation, consolidation, liquidation or otherwise) to all or substantially all of XOMA’s business or assets shall assume XOMA’s obligations under this Agreement and agree expressly to perform XOMA’s obligations under this Agreement in the same manner and to the same extent as XOMA would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “XOMA” shall include any successor to XOMA’s business or assets which executes and delivers the assumption agreement described in this Section 13(a) or which becomes bound by the terms of this Agreement by operation of law.
(b)Employee’s Successors. Without the written consent of XOMA, Employee shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. However, except as otherwise set forth herein, the terms of this Agreement and all rights of Employee shall inure to the benefit of, and be enforceable by, Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
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COMPANY:XOMA CORPORATION
By: /s/ W. Denman Van Ness
W. Denman Van Ness
Chairman of the Board
EMPLOYEE:/s/ James R. Neal
James R. Neal
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EXHIBIT A
FORM RELEASE OF CLAIMS AGREEMENT
This Release of Claims Agreement (“Release Agreement”) is entered into between XOMA Corporation (“XOMA”) and James R. Neal (“Employee”). XOMA and Employee (collectively, the “Parties”) are parties to an Amended and Restated Employment Agreement (“Transition Agreement”) and agree as follows:
The Released Claims include but are not limited to:
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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Employee hereby expressly waives and relinquishes all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to Employee’s release of claims herein, including but not limited to the release of unknown and unsuspected claims.
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COMPANY:XOMA CORPORATION
By: | /s/ XOMA CORPORATION |
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