SEATTLE GENETICS, INC.
SEVERANCE AND RELEASE AGREEMENT
This Severance and Release Agreement (the “ Agreement ”) is entered into as of May 30, 2007 (the “ Effective Date ”) by and between Seattle Genetics, Inc. (the “ Company ”) and Pamela A. Trail (“ Employee ”).
WHEREAS, Employee has been employed as the Company’s Chief Scientific Officer;
WHEREAS, the Company and Employee have mutually agreed to terminate Employee’s employment relationship on the terms set forth below;
NOW, THEREFORE, in consideration of the mutual promises made herein, the receipt and sufficiency of which are hereby acknowledged by the Company and Employee, both of them hereby agree as follows:
1. Termination of Employment . The effective date of the termination of Employee’s employment with the Company shall be May 31, 2007 (the “ Termination Date ”). Employee shall, until otherwise directed by the Company, continue to perform her regular job duties and responsibilities for the Company through the Termination Date and shall continue to comply with all Company policies and procedures. The Company shall pay to Employee her salary and accrued but unused vacation through the Termination Date. In addition, the Company shall provide all benefits due to Employee with respect to her employment through the Termination Date.
2. Consideration . In consideration for the release of claims set forth in Section 4 below and other obligations under this Agreement, and provided that Employee does not revoke her execution of this Agreement during the Revocation Period described in Section 5 below, the Company agrees to provide to Employee the following benefits following the Termination Date:
(a) payment of a single lump sum gross severance amount of Two Hundred Eighty-Eight Thousand and Thirty-Six Dollars ($288,036.00), subject to withholding of applicable taxes, which is equal to twelve (12) months of Employee’s regular base salary;
(b) payment of a single lump sum gross severance amount of Thirty-Six Thousand and Four Dollars and Fifty Cents ($36,004.50), subject to withholding of applicable taxes, which is equal to a pro-rated bonus of five (5) months using an earned rate of one hundred percent (100%) for individual and Company performance at the thirty percent (30%) threshold for the Chief Scientific Officer position;
(c) continued health insurance benefits through COBRA payments from the Termination Date through May 31, 2008 provided that Employee properly and timely elects such coverage as provided for in the Company’s COBRA notice materials;
(d) Employee’s options for the Company’s common stock outstanding and unvested as of the Termination Date shall accelerate in vesting for a period equal to twelve (12) months in accordance with the terms of the Company’s 1998 Stock Option Plan and Employee’s stock option agreements, including the provision that any outstanding vested options must be exercised within ninety (90) days of the Termination Date or such options shall be terminated;
(e) provision of reasonable career outplacement services as part of Career Transition Services provided by Lee Hecht Harrison for up to six (6) months;
(f) direct payment of relocation expenses, including packing, loading and unloading, for the reasonable and normal household goods moved to Employee’s residence located in New Haven, Connecticut or its surrounding areas from Employee’s residence in Edmonds, WA (provided, Company shall determine the moving company used to provide such moving services); and
(g) provision of a letter of reference.
3. Property Return . Prior to the Termination Date, Employee agrees to return to the Company all Company-owned property in Employee’s possession, such as all keys to Company buildings or property, all Company-owned equipment, including laptops and cellular phones, all Company software, documents and papers (such as reports, presentations, notebooks, and files), all Company credit cards, and all other Company property. Employee agrees to destroy personal copies of such property and shall not use or transfer any Company property to others.
4. Release of Claims . In exchange for the consideration provided under this Agreement, Employee and her successors and assigns hereby fully and forever release and discharge the Company, any of its subsidiaries, affiliated or related companies, any Company-sponsored employee benefit plan in which Employee participates and any of its or their respective officers, directors, trustees, fiduciaries, stockholders, agents, employees, investors, stockholders, administrators, and their successors and assigns from any claim, duty, obligation or cause of action relating to any matters of any kind, whether known or unknown, suspected or unsuspected, that Employee may possess arising from any omissions, acts or facts that have occurred up until and including the date of this Agreement, including, without limitation:
(a) any and all claims relating to or arising from Employee’s employment relationship with the Company and termination of that relationship;
(b) any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company;
(c) any and all claims for personal injury, wrongful discharge of employment, breach of contract (both express and implied), breach of a covenant of good faith and fair dealing (both express and implied), negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, neg