Exhibit 10.48
AMENDED & RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDED & RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT (“ Agreement ”) is made and
entered into as of the 15th day of December, 2008, by and between
SEATTLE GENETICS, INC., a Delaware corporation (“
Company ”) and Clay B. Siegall (“
Executive ”).
RECITALS:
WHEREAS , Executive and Company are parties to the
Executive Employment Agreement dated October 26, 2001, as
amended (the “ Prior Agreement ”) and wish to
amend and restate the Prior Agreement to clarify certain existing
provisions in light of final regulations issued under
Section 409A of the Internal Revenue Code of 1986, as amended
(the “ Code ”).
NOW, THEREFORE,
in consideration of the mutual
covenants and agreements contained in this Agreement, the
sufficiency of which is hereby acknowledged, the parties agree as
follows:
1.1 Title and
Responsibilities. Executive shall serve as President and Chief
Executive Officer of the Company. Executive’s
responsibilities and duties shall include those inherent in
Executive’s position with the Company and shall further
include such other managerial responsibilities and executive duties
consistent with such position as may be assigned to Executive from
time to time by the Chairman of the Board or the Board of Directors
of the Company. Executive shall devote his best efforts and full
business time to the business and interests of the Company. During
the term of Executive’s employment with the Company,
Executive may serve on the board of directors of other companies,
manage personal investments, and engage in civic and charitable
activities, provided that such activities shall not represent a
conflict of interest with the Company and do not materially detract
from fulfilling Executive’s responsibilities and duties to
the Company.
1.2 Board of Directors. The
Board of Directors of the Company shall take whatever steps are
necessary to continue to nominate Executive for election to the
Board of Directors of the Company in every election of
Executive’s class of directors presented to stockholders
following execution of this Agreement.
2.1 Base Salary. Executive
shall be paid a base salary (“ Base Salary ”) by
the Company during the term of Executive’s employment at the
rate determined by the Compensation Committee of the Board of
Directors (the “ Compensation Committee ”),
which is currently $575,000.00 per year. Executive’s Base
Salary shall be reviewed annually by the Compensation Committee and
evaluated based on performance and salary levels of other
executives of comparable position within the industry and
geographic location of the Company. Based upon
such evaluation and review, Executive’s
Base Salary may be adjusted from time to time as determined by the
Compensation Committee in its sole discretion.
2.2 Bonus.
Executive may be eligible to receive an annual bonus (“
Annual Bonus ”), currently targeted at fifty percent
(50%) of Executive’s Base Salary, based upon performance
criteria and financial and operational results of the Company as
determined by the Compensation Committee. To the extent that the
Annual Bonus is earned and becomes payable in accordance with the
terms under which it is offered and unless otherwise specified in a
written document reflecting the bonus arrangement, any Annual Bonus
earned by Executive will be paid to Executive prior to two and one
half (2 1 / 2 ) months following the year in
which the Annual Bonus becomes payable as a result of
Executive’s vesting in the right to the Annual
Bonus.
2. 3 Stock Options . Executive may be
eligible to receive grants of stock options or purchase rights from
time to time in the future, on such terms and subject to such
conditions as the Compensation Committee shall determine as of the
date of any such grant and pursuant to the existing stock plan(s)
of the Company.
2.4 Other
Benefits.
(i) Executive shall be entitled to
such employee benefits generally available to full-time salaried
employees of the Company, including without limitation, health
insurance, paid vacation of not less than four (4) weeks per
year, retirement plans and other similar benefits; provided, that
Company reserves the right to amend, modify, terminate or make any
other changes in such benefits generally available to full-time
salaried employees of the Company at any time in its sole
discretion.
(ii) The Company shall pay or
reimburse Executive for all travel and entertainment expenses
incurred by Executive in connection with Executive’s duties
on behalf of the Company, subject to the reasonable approval of the
Company. Executive shall only be entitled to reimbursement to the
extent that Executive follows the reasonable procedures established
by the Company for reimbursement of such expenses which will
include, but will not be limited to, providing satisfactory
evidence of such expenditures.
|
III.
|
TERMINATION
OF EMPLOYMENT
|
3.1 Termination of Employment and
Severance Benefits .
(a) Termination of Employment
. This Agreement may be terminated upon the occurrence of any of
the following events:
(i) The Company’s
determination in good faith that it is terminating Executive for
Cause (as defined in Section 3.3 below) (“
Termination for Cause ”);
(ii) The Company’s
determination that it is terminating Executive without Cause, which
determination may be made by the Company at any time at the
Company’s sole discretion, for any or no reason (“
Termination Without Cause ”);
-2-
(iii) The effective date of a
written notice sent to the Company from Executive stating that
Executive is electing to terminate his employment with the Company
(“ Voluntary Termination ”);
(iv) A change in Executive’s
status such that a Constructive Termination (as defined in
Section 3.2(d) below) has occurred; or
(v) Following Executive’s
death or Disability (as defined in Section 3.4
below).
3.2 Severance Benefits .
Executive shall be entitled to receive severance benefits upon
termination of employment only as set forth in this
Section 3.2 contingent upon resignation from all positions
held by Executive and only if Executive executes a full release and
waiver of claims within thirty (30) days of Executive’s
termination (and allows it to become effective in accordance with
its terms):
(a) Voluntary Termination. If
Executive’s employment terminates by Voluntary Termination,
then Executive shall not be entitled to receive payment of any
severance benefits. Executive will receive payment(s) for all
salary and unpaid vacation accrued as of the date of
Executive’s termination of employment and Executive’s
benefits will be continued under the Company’s then existing
benefit plans and policies in accordance with such plans and
policies in effect on the date of termination and in accordance
with applicable law.
(b) Involuntary
Termination. If Executive’s employment is terminated
under Section 3.1(a)(ii) (Termination Without Cause) or
3.1(a)(iv) (Constructive Termination) above (such termination, an
“ Involuntary Termination ”), Executive will be
entitled to receive payment of severance benefits equal to
Executive’s regular monthly salary for twelve
(12) months (the “ Severance Period ”);
provided, that if the Involuntary Termination occurs within twelve
(12) months after a Change in Control (as defined below), such
Severance Period shall be for a period of twenty-four
(24) months. Such payments shall be made, at the
Company’s option, in a lump sum within thirty (30) days
after the date of Executive’s Involuntary Termination or
periodically over the Severance Period according to the
Company’s standard payroll schedule, provided that such
payments may not extend beyond two and one-half (2
1
/
2 ) months following the end of
the calendar year in which the date of Involuntary Termination
occurs. Executive will also be entitled to receive payment on the
date of Involuntary Termination of the pro rata portion of any
Annual Bonus based on achievement of the specific corporate and
individual performance targets established for the fiscal year in
which the termination occurs, payable prior to two and one-half
(2 1 / 2 ) months following the end of
the calendar year in which the date of Involuntary Termination
occurs. Executive will receive payment(s) for all salary and unpaid
vacation accrued as of the date of Executive’s termination of
employment and health insurance benefits will be continued through
payment of Executive’s COBRA health insurance premiums by the
Company over the Severance Period so long as Executive timely
elects to continue Executive’s health insurance coverage
under COBRA and subject to COBRA’s terms, conditions and
requirements.
(c) Termination for Cause. If
Executive’s employment is terminated for Cause, then
Executive shall not be entitled to receive payment of any severance
benefits.
-3-
Executive will receive payment(s)
for all salary and unpaid vacation accrued as of the date of
Executive’s termination of employment and Executive’s
benefits will be continued under the Company’s then existing
benefit plans and policies in accordance with such plans and
policies in effect on the date of termination and in accordance
with applicable law.
(d) Constructive Termination.
“ Constructive Termination ” shall be deemed to
occur if (A) there is a material reduction or change in job
duties, responsibilities and requirements inconsistent with
Executive’s position with the Company and prior duties,
responsibilities and requirements, provided that neither a mere
change in title alone nor reassignment to a position that is
substantially similar to the position held prior to the change in
terms of job duties, responsibilities or requirements shall
constitute a material reduction in job responsibilities; or
(B) there is a reduction in Executive’s then-current
base salary by at least twenty percent (20%), provided that an
across-the-board reduction in the salary level of all other senior
executives by the same percentage amount as part of a general
salary level reduction shall not constitute such a salary
reduction; or (C) Executive refuses to relocate to a facility
or location more than 50 miles from the Company’s current
location; provided, however, that in each case above, Executive
must first provide notice of the existence of the circumstances
giving rise to a Constructive Termination within ninety
(90) days of the initial existence of such circumstances and
the Company must be provided with a period of thirty (30) days
from the date of receipt of such notice to cure the circumstances
giving rise to a Constructive Termination; provided further that
the Company may notify Executive at any time prior to expiration of
the cure period that it will not cure the circumstances, in which
case the cure period shall end immediately upon such
notification.
(e) Termination
by Reason of Death or Disability. In the event that
Executive’s employment with the Company terminates as a
result of Executive’s death or Disability (as defined
in Section 3.4 below), Executive or Executive’s estate
or representative will receive all salary and unpaid vacation
accrued as of the date of Executive’s death or Disability and
any other benefits payable under the Company’s then existing
benefit plans and policies in accordance with such plans and
policies in effect