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Exhibit
10.1
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
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