Exhibit 10.19
November 13, 2008
Maninder Hora
[***]
[***]
Re: Retention Bonuses and Severance
Benefits
Dear Maninder:
We view your contributions as an
officer of Facet Biotech Corporation (“ Facet ”)
as important to our long-term success. Acknowledging this, we
would like to summarize the retention bonuses we are offering you
in connection with our offer of employment to you.
Retention Bonuses
Subject to your acceptance of
employment with Facet and continued employment in good standing
through the applicable bonus dates (each, a “ Bonus
Date ”) and the terms and conditions of this letter
agreement (this “ Letter Agreement ”), you will
earn, and Facet will pay you, the “ Retention Bonuses
” set forth below:
·
May 31, 2009 -
$45,000
·
September 4, 2009 -
$67,500
Subject to the terms and conditions
of this Letter Agreement, each Retention Bonus would be paid with
the next regular paycheck following the applicable Bonus
Date.
Notwithstanding the foregoing or anything else
in this Letter Agreement, if prior to a Bonus Date Facet terminates
your employment without “Cause” (as that term is
defined in Facet’s Retention and Severance Plan (the “
RSP ”)), then on the date of such employment
termination you would, subject to the last sentence in this
paragraph, earn a prorated amount of the portion of any Retention
Bonuses that you otherwise would have earned. The foregoing
proration would be based on the number of months between
December 1, 2008 and such termination date, rounded up to the
nearest whole month. Any portion of your Retention Bonuses
that would be payable pursuant to this paragraph would be earned
provided that you sign, and do not revoke, Facet’s form of
release agreement (“ Release Agreement ”), and
we would pay such portion of your Retention Bonus promptly after
the effective date of your Release Agreement and in any event,
provided that your Release Agreement has become effective, within
60 days after your termination date.
Notwithstanding the terms of the RSP or the
preceding paragraph, should your employment be terminated without
Cause in connection with or following a “Change in
Control” (as that term is defined in and determined under the
RSP) and provided you sign, and do not revoke, the Release
Agreement, we would pay you the full amount of your Retention
Bonuses that you have not yet
