This Consulting Services Agreement involves
Title: BELLICUM PHARMACEUTICALS, INC. CONSULTING AGREEMENT
Governing Law: Texas Date: 8/8/2016
Industry: Biotechnology and Drugs Law Firm: Ogletree Deakins Sector: Healthcare
BELLICUM PHARMACEUTICALS, INC.
This CONSULTING AGREEMENT ( “Agreement” ), dated effective as of May 18, 2016 ( “Effective Date” ) is by and between Bellicum Pharmaceuticals, Inc. a Delaware corporation (the “ Company ”), having an office at 2130 West Holcombe Boulevard, Suite 800, Houston, Texas 77030 (the “ Company Premises ”) and Kevin M. Slawin, M.D. (the “ Advisor ”). (The Company and Advisor are referred to individually as a “Party” and collectively as the “Parties” ).
WHEREAS , Advisor is currently providing employment services to the Company pursuant to an Employment Agreement with the Company dated April 6, 2015 (the “ Employment Agreement ”), and the Company and Advisor desire to provide for the terms and conditions of Advisor’s continued engagement with the Company; and
WHEREAS , the Company and Advisor desire to enter into this Agreement to memorialize the terms and conditions of Advisor’s continued services to the Company.
NOW, THEREFORE , in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the Parties agree as follows:
1. Termination of Employment Services . The Term (as defined in the Employment Agreement) of the Employment Agreement shall be extended until December 31, 2016 (the “ Employment Termination Date ”). Upon the Employment Termination Date, unless Advisor’s employment is terminated sooner pursuant to the terms of Section 6 of the Employment Agreement, Advisor’s employment will automatically expire and terminate. During the Term, Advisor’s employment with the Company shall continue pursuant to all of the terms and conditions of the Employment Agreement, except that Advisor’s duties during the Term shall be updated as set forth on EXHIBIT A .
Advisor and the Company agree that this Agreement, and the termination of Advisor’s employment and transition to a consultant as provided for herein, shall not constitute an Involuntary Termination, Cause for termination or Good Reason (as such terms are defined in the Employment Agreement) for Advisor to terminate employment under the Employment Agreement or otherwise entitle Advisor to severance benefits under the Employment Agreement or any other agreement between the Company and Advisor. If Advisor’s employment with the Company terminates sooner than the Employment Termination Date, for any reason, Advisor shall not be engaged by the Company to provide the Consulting Services (as defined below) and this Agreement shall become immediately null and void.
2. Commencement of Consulting Services . Provided that Advisor remains employed with the Company through the Employment Termination Date, on January 1, 2017, Advisor shall become an independent contractor to the Company and shall provide the Consulting Services to the Company pursuant to the remaining provisions of this Agreement, for a term of six (6) months ending on June 30, 2017, or until such earlier date if Advisor’s
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Consulting Services are terminated by either the Company or Advisor pursuant to the terms of Section 6 herein (the “ Consulting Term ”).
3. Nature of Consulting Services . During the Consulting Term, Advisor shall serve as a Special Advisor to the Science Committee (the “ Science Committee ”) of the Company’s Board of Directors (the “ Board ”), undertaking special projects from time to time as requested by the Chair of the Science Committee, consistent with the charter of the Science Committee, and as further described on EXHIBIT B (the “ Consulting Services ”). Additionally, during the Consulting Term, Advisor agrees to serve on the Science Committee, if requested by the Board, and shall continue as a member of the Board, subject to election by the stockholders of the Company and in accordance with the Bylaws of the Company.
The Chair of the Science Committee may from time to time submit a written request to Advisor for projects within the parameters of the Consulting Services. Subject to the terms of this Agreement, Advisor will provide the services set forth in each such written request accepted by Advisor (the “ Project(s) ”). The manner and means that Advisor chooses to complete the Projects are in Advisor’s sole discretion and control. Advisor shall perform the services necessary to complete the Projects in a timely and professional manner consistent with industry standards and at a location, place and time that Advisor deems appropriate. In completing the Projects, Advisor agrees to provide his own equipment, tools, and other materials at his own expense; however, the Company will make its facilities and equipment available to Advisor when necessary. The Chair of the Science Committee retains the right to unilaterally modify, amend or change a written request for a Project at any time. During the Consulting Term, the Company shall provide Advisor with an office space at the Company Premises to conduct the Consulting Services.
Advisor’s relationship with Company during the Consulting Term will be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship between Company and Advisor. During the Consulting Term Advisor (a) is not the agent of Company; (b) is not authorized to make any representation, contract, or commitment on behalf of Company without the express written approval of the Company’s Chief Executive Officer; (c) will not be entitled to any of the benefits that Company makes available to its employees, such as group insurance, profit-sharing or retirement benefits (and waives the right to receive any such benefits, except for Advisor’s eligibility for the 2016 Bonus (as defined in Section 4 below) and stock options described in Section 4 below and COBRA benefits described in Section 5 below (the “ Employment-Related Benefits ”)); and (d) will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Advisor’s receipt of Consulting Fees under this Agreement. If applicable, Company will report Consulting Fees paid to Advisor by filing Form 1099‑MISC with the Internal Revenue Service, as required by law. Advisor agrees to accept exclusive liability for complying with all applicable state and federal laws, including laws governing self-employed individuals, if applicable, as such laws relate to payment of taxes, social security, disability, and other contributions based on fees paid to Advisor under this Agreement. Except with respect to the Employment-Related Benefits or otherwise as required by applicable law, Company will not withhold or make payments for social security, unemployment insurance or disability insurance
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contributions, or obtain workers’ compensation insurance on Advisor’s behalf. Advisor hereby agrees to indemnify and defend Company against any and all such taxes or contributions, including penalties and interest. Advisor agrees to provide proof of payment of appropriate taxes on any Consulting Fees paid to Advisor under this Agreement upon reasonable request of Company.
4. Compensation for Consulting Services . During the Consulting Term, Company will pay Advisor a fee of $25,000 per month for the Consulting Services (the “ Consulting Fee ”). The Consulting Fee shall be payable in equal bi‑monthly installments. Advisor shall also be reimbursed by the Company for documented expenses incurred by Advisor in accordance with Company policy, subject to approval by the Chair of the Science Committee, of expenses related to Advisor’s participation in external meetings and conferences.
Advisor shall remain eligible to receive the Annual Performance Bonus (as defined in the Employment Agreement) relating to the 2016 calendar year, based on achievement of the performance goals established for such year as determined by the Board or its Compensation Committee (the “ 2016 Bonus ”), notwithstanding the fact that Advisor’s employment terminated on December 31, 2016 under this Agreement.
For the avoidance of doubt, Advisor’s Consulting Services shall constitute “continuous service” for purposes of the vesting of the stock options previously granted to Advisor to purchase shares of the Company’s common stock that are outstanding and unexercised as of the Employment Termination Date, and accordingly, such options shall continue to vest and otherwise remain subject to their terms and conditions through the Consulting Term.
5. Benefits. Advisor will receive no Company-sponsored benefits during the Consulting Term; provided, however, that in consideration of Advisor’s prior services as an employee, if, upon the Employment Termination Date, Advisor is eligible for and timely elects to continue the health insurance coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“ COBRA ”) following the Employment Termination Date, the Company will pay, towards the COBRA group health insurance premiums for Advisor and Advisor’s eligible dependents, the same proportion of such insurance premiums that the Company paid on behalf of Advisor and Advisor’s eligible dependents for such group health plans immediately prior to the Employment Termination Date (the “ COBRA Payment ”) until the earliest of (A) the end of the Consulting Term, (B) June 30, 2017, or (C) the expiration of Advisor’s eligibility for the continuation coverage under COBRA (the “ COBRA Period ”). For purposes of this Section 5, references to COBRA premiums shall not include any amounts payable by Advisor under a Section 125 health care reimbursement plan under the Internal Revenue Code of 1986, as amended and the treasury regulations thereunder. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA Payment without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Advisor elects continued health coverage under COBRA, and in lieu of providing the COBRA Payment, the Company will instead pay Advisor on the last day of each remaining month of the COBRA Period, a fully taxable cash payment in an amount equal to 150% of the COBRA Payment for that month, subject to applicable tax withholdings (such amount, the “ Health Care Benefit
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Payment ”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA Payment would otherwise have been paid, and shall be paid until the earlier of (i) expiration of the COBRA Period or (ii) the date Advisor voluntarily enrolls in a health insurance plan offered by another employer or entity.
6. Termination .
(a) Advisor may terminate this Agreement upon fifteen (15) days’ prior written notice to the Company. The Company will pay Advisor only those fees and expenses related to services requested by the Chair of the Science Committee and