2- 1.2 Board of Directors. Executive shall become a member of the Board of Directors of the Company on the Start Date. The Board of Directors of the Company shall take whatever steps are necessary to continue to nominate Executive for election to the...
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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Exhibit 10.41 EXECUTION VERSION EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2022 by and between SEAGEN INC., a Delaware corporation (the “Company”) and Xxxxx Xxxxxxx (“Executive”). RECITALS: WHEREAS, the Company desires that Executive perform services as Chief Executive Officer of the Company, having been duly appointed to such position; WHEREAS, Executive desires to perform such services; and WHEREAS, this Agreement contains provisions applicable to the employment of Executive by the Company. 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: I. DUTIES 1.1 Title and Responsibilities. Commencing on November 9, 2022 (the “Start Date”), Executive shall serve as 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. Except as otherwise expressly provided herein, Executive shall devote Executive’s 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. Notwithstanding the immediately preceding sentence, while Executive will in good faith use commercially reasonable efforts to end such obligations as soon as practicable, Executive may continue to fulfill current advisory commitments and to serve on those boards on which he currently serves, but Executive shall take such actions as shall be necessary or appropriate such that, by July 1, 2023, he shall serve on no more than one (1) public company board (in addition to the Board of Directors of the Company) and one (1) private company board. Executive’s primary and full-time place of employment will be at the Company’s headquarters in the greater Seattle area and Executive agrees to make the Seattle area his primary and permanent residence no later than September 1, 2023 and thereafter maintain his primary and permanent residence in the greater Seattle area throughout the term of his employment hereunder.
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-6- than the amount that would result from using Executive’s regular monthly salary and target bonus percentage in effect immediately prior to the Change of Control. The “Severance Multiplier” shall equal (i) if Executive is employed with the Company for up to eighteen (18) months prior to the Involuntary Termination, one and one-half (1.5), (ii) if Executive is employed with the Company for twenty-four (24) months or more prior to the Involuntary Termination, two (2), and (iii) if Executive is employed for more than eighteen (18) months and less than twenty-four (24) months prior to the Involuntary Termination, a number between one and one-half (1.5) and two (2) interpolated on a straight line basis based on the number of whole months employed between eighteen (18) and twenty-four (24) months. Such Salary Payment Amount and Bonus Payment Amount shall be paid, at the Company’s option, in a lump sum within sixty (60) 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 (2½) months following the end of the calendar year in which the date of Involuntary Termination occurs; provided that if such Involuntary Termination occurs within three (3) months prior to or eighteen (18) months after a Change of Control then such payment will be made in a lump sum within forty (40) days after such termination. 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 for eighteen (18) months following such Involuntary Termination, 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 as set forth in Section 3.3 below, 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. (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 if, in connection with a Change of Control, Executive would not serve as the Chief Executive Officer of the ultimate parent company resulting from such Change of Control, such change shall constitute a material reduction in job responsibilities; or (B) there is a reduction in Executive’s then-current base salary (other than as is otherwise permitted under Section 2.1 hereof) or in Executive’s Target Annual Bonus opportunity; provided, that, following a Change of Control, a Constructive Termination will be deemed to have occurred if the value of Executive’s annual long-term incentive awards are less the average value of such awards received from the Company in the 24-month period immediately prior to the Change of Control; 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
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-8- such equity awards shall become fully vested, effective as of the date of such Involuntary Termination, to the extent that such equity awards are outstanding and unvested as of the date of such Involuntary Termination (but the Performance Options shall be performance earned or forfeited on a Change in Control, and the vesting in this Section 4.1 shall not apply to any forfeited amounts) and (b) and the exercisability of any outstanding, vested option awards (after taking into account clause (a)) granted by the Company to Executive shall extend until the earlier of (i) a number of months following such Involuntary Termination equal to twelve (12) multiplied by the applicable Severance Multiplier (but capped at two (2)) and (ii) the expiration date of such option award. For the avoidance of any doubt, this Section shall prevail over any provision in an equity award agreement providing that unvested equity awards shall terminate or be forfeited as of the date of such termination, and any such provision shall be inoperative to the extent it is in conflict with this Section. 4.2 Definition of Change of Control. For purposes of this Agreement, “Change of Control” means the occurrence of any of the following events: (a) during any period of not more than 36 months, individuals who constitute the Board of Directors as of the beginning of the period (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board of Directors, provided that any person becoming a director subsequent to the beginning of such period, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board of Directors (either by a specific vote or by approval of the proxy statement in which such person is named as a nominee for director, without written objection to such nomination) will be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or publicly threatened election contest with respect to directors or as a result of any other actual or publicly threatened solicitation of proxies by or on behalf of any person other than the Board of Directors will be deemed to be an Incumbent Director; (b) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), is or becomes a “beneficial owner” (as defined in Rule 13d 3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then-outstanding securities eligible to vote for the election of the Board of Directors (“Company Voting Securities”); provided, however, that the event described in this paragraph (b) will not be deemed to be a Change of Control by virtue of the ownership, or acquisition, of Company Voting Securities: (i) by the Company, (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company, (iii) by any underwriter temporarily holding securities pursuant to an offering of such securities or (iv) pursuant to a Non-Qualifying Transaction (as defined in paragraph (c) of this definition); (c) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (i) more than 50% of the total voting power of (A) the entity resulting from such Business Combination (the “Surviving Entity”), or (B) if applicable, the ultimate parent
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-10- “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 6.l, would be subject to the excise tax imposed by Section 4999 of the Code, then any such 280G Payment shall be payable either: (a) in full, or (b) as to such lesser amount which would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of payments and benefits notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. Any determination required under this Section 6.1 shall be made in writing by nationally-recognized independent public accountants appointed by Executive and reasonably acceptable to the Company (the “Accountants”), whose determination shall be final, conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6.1, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6.1. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6.1. If a reduced amount is to be paid under this Section 6.1, reductions in payments and/or benefits shall occur in the following order: (1) if none of the payments is nonqualified deferred compensation under Section 409A of the Code, then the reduction shall occur in the manner Executive elects in writing prior to the date of payment and (2) if any payment constitutes nonqualified deferred compensation under Section 409A of the Code or if Executive fails to elect an order, then the payments to be reduced shall be determined in a manner which has the least economic cost to Executive and, to the extent the economic cost is equivalent, shall be reduced in the inverse order of when payment would have been made to Executive, until the reduction is achieved. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. 6.2 Code Section 409A. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any severance payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A(a)(1), then the Company will not commence any payment of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that (a) will not and may
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-11- not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2½) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 40l(a)(17) of the Code for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment or benefit is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This provision is intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Section 409A a delay or acceleration in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C). 6.3 Indemnification. The Company hereby agrees to indemnify and hold Executive harmless, to the fullest extent permitted by law and as set forth in the Amended and Restated Certificate of Incorporation of the Company, from and against any expenses, including legal fees, and all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings to which Executive is made, or threatened to be made, a party by reason of the fact Executive is or was a director or officer of the Company. 6.4 Entire Agreement. This Agreement, the Confidentiality Agreement, the indemnification agreement between Executive and the Company and any agreement pertaining to Executive’s equity awards contain the entire agreement and understanding of the patties with respect to Executive’s employment by the Company and compensation payable to Executive by the Company and supersede all prior understandings, agreements and discussions, including the Prior Agreement. This Agreement may only be amended or modified by a written instrument executed by Executive and the Company pursuant to authorization by the Board of Directors or the Compensation Committee thereof. 6.5 Notices. Any and all notices permitted or required to be given under this Agreement must be in writing, with a copy sent by email when email addresses are provided. Notices will be deemed given (i) on the first business day after having been sent by commercial overnight courier with written verification of receipt, or (ii) on the third business day after having been sent by registered or certified mail from a location on the United States mainland, return
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-12- receipt requested, postage prepaid, whichever occurs first, at the address set forth below or at any new address, notice of which will have been given in accordance with this Section 6.5: If to the Company: Seagen Inc. 00000 00xx Xxxxx XX Xxxxxxx, XX 00000 Attn: General Counsel If to Executive: Xxxxx Xxxxxxx c/o Seagen Inc. 00000 00xx Xxxxx XX Xxxxxxx, XX 00000 email: xxxxxxxx@xxxxx.xxx 6.6 Non-Waiver. Failure to enforce at any time any of the provisions of this Agreement shall not be interpreted to be a waiver of such provisions or to affect either the validity of this Agreement or the right of either party thereafter to enforce each and every provision of this Agreement. 6.7 Separability. If one or more provisions of this Agreement is finally determined to be invalid or unenforceable, such provision will not affect or impair the other provisions of this Agreement, all of which will continue to be in effect and will be enforceable, provided, however, that any such invalid provisions shall, to the extent possible, be reformed so as to implement insofar as practicable the intentions of the parties. 6.8 Term. The employment of Executive under this Agreement shall be for an unspecified term. The Company and Executive acknowledge and agree that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, and with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages award or compensation other than as provided in this Agreement. 6.9 Law. This Agreement shall be interpreted in accordance with the laws of the State of Washington. 6.10 No Duty to Mitigate. Executive shall not be required to mitigate the amount of any payment contemplated by this Agreement (whether by seeking new employment or in any other manner), nor, except as otherwise provided in this Agreement, shall any such payment be reduced by any earnings that Executive may receive from any other source. 6.11 Legal Fees. In the event either party breaches this Agreement, the nonbreaching party shall be entitled to recover from the breaching party any and all damages, costs and expenses, including without limitation, attorneys’ fees and court costs, incurred by the nonbreaching party as a result of the breach; provided, that in the event such contest or dispute arises within eighteen (18) months following a Change of Control, the Company shall advance Executive all attorneys’ fees and court costs reasonably incurred by Executive in connection with such contest or dispute; provided that Executive shall be required to repay any such fees or costs advanced in the event of a
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-14- WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. COMPANY: SEAGEN INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chairman of the Board EXECUTIVE /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx