EXHIBIT 10.1
Wilson W. Cheung
CFO and Senior Vice President, Finance
CONFIDENTIAL
September 27, 2013
Raymond A. Low
950 Tower Lane, Suite 900
Foster City, CA 94404
Dear Raymond,
I am pleased to offer you a position with SciClone Pharmaceuticals, Inc. (the “Company”) as its Vice President, Finance and Controller reporting to me, Chief Financial Officer and Senior Vice President, Finance of SciClone Pharmaceuticals, Inc. The position will be based out of our offices located at 950 Tower Lane, Suite 900 in Foster City, California. Your start date will be October 15, 2013.
If you decide to join us, you will receive a monthly salary of$21,250.00(Twenty one thousand two hundred fifty) less applicable withholding (annualized base salary of$255,000.00) which will be paid semi-monthly in accordance with the Company’s normal payroll procedures. As an employee, you will be eligible to participate in the Company’s annual bonus program, under which you will have an annual bonus opportunity targeted at 30% of your then current annual base salary and which will be earned based on your achievement of business objectives as established by the Company’s President and Chief Executive Officer in accordance with the terms of the bonus program. For the remaining months of 2013 your bonus will be prorated. Such bonus, if earned, shall be paid not later than the date that is two and one-half months following the close of the year in which such bonus is earned. This is a full-time exempt position, and as such you will not be subject to the overtime wage provisions of applicable federal, state, and local wage and hour law.
As a full-time employee, you and your eligible dependents are also eligible to participate in the Company’s employee benefits plans and receive benefits subject to the conditions of those plans; such benefits currently include health, dental, life and vision insurance. You are also eligible to participate in the Company’s 401(k) plan. In addition, you will be covered under the Company’s long-term and short-term disability plans as well as its group-term life insurance plan. You are eligible to earn paid-time off (PTO) of up to 25 days (200 hours) per calendar year, which is earned ratably semi-monthly. You are also eligible to participate in SciClone’s Employee Stock Purchase Plan (“ESPP”). You should note that the Company may modify your salary and the benefits it provides from time to time as it deems necessary.
Raymond Low
September 27, 2013
Page 2
In addition, if you decide to join us, it will be recommended at the next meeting of the Company’s Board of Directors (the “Board”) that the Company grant you an option to purchase50,000 sharesof the Company’s common stock (the “Time-Based Option”) at a price per share equal to the fair market value per share of the Company’s common stock on the first day of your employment or the date of grant, as determined by the Board. Subject to your continued employment, twenty-five percent (25%) of the option shares shall initially vest (become exercisable) on the first anniversary of your employment start date (and no shares shall vest before such date) and the remaining shares shall vest monthly over the next thirty-six (36) months in substantially equal monthly amounts. The option shares shall be subject to the terms and conditions of the Company’s stock option plan and an appropriate form of stock option agreement, which you will be required to sign as a condition of receiving any option. Over time, additional stock option grants may be made available in the sole discretion of the Board.
In addition, the Company will provide you with an Indemnity agreement, Change In Control and Executive Severance agreements.
The Company intends that income provided to you pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code.However, the Company does not guarantee any particular tax effect for income provided to you pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to you, the Company shall not be responsible for the payment of any applicable taxes incurred by you on compensation paid or provided to you pursuant to this Agreement.
Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (a) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (b) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.
For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.
We look forward to a mutually beneficial relationship. Nevertheless, you should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice. We request that, in the event of resignation, you give the Company at least four (4) weeks’ notice.
SciClone Pharmaceuticals, Inc.
950 Tower Lane, Suite 900 — Foster City, CA 94404 — Tel: (650) 358-3456 — Fax: (650) 358-3469
Raymond Low
September 27, 2013
Page 3
Your job offer and employment, is contingent upon the clearance of reference and background checks satisfactory to the Company.
For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.
In the event of any dispute or claim between you and the Company, including any claim relating to or arising out of your employment relationship with the Company, or the termination of your employment with the Company for any reason (including, but not limited to, any claims of breach of contract, wrongful termination or age, sex, race, national origin, disability or other discrimination or harassment), you and the Company agree that all such disputes shall be fully, finally and exclusively resolved by binding arbitration conducted by the American Arbitration Association (“AAA”) under the AAA’s National Rules for the Resolution of Employment Disputes then in effect, which are available online at the AAA’s website at www.adr.org. The arbitrator shall permit adequate discovery and is empowered to award all remedies otherwise available in a court of competent jurisdiction and any judgment rendered by the arbitrator may be entered by any court of competent jurisdiction. The arbitrator shall issue an award in writing and state the essential findings and conclusions on which the award is based. By executing this letter, you and the Company are both waiving the right to a jury trial with respect to any such disputes. The Company shall bear the costs of the arbitrator, forum and filing fees. Each party shall bear its own respective attorney fees and all other costs, unless otherwise provided by law and awarded by the arbitrator.
We also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third-party confidential information to the Company, including that of your former employer, and that in performing your duties for the Company, you will not in any way utilize any such information.
SciClone Pharmaceuticals, Inc.
950 Tower Lane, Suite 900 — Foster City, CA 94404 — Tel: (650) 358-3456 — Fax: (650) 358-3469
Raymond Low
September 27, 2013
Page 4
As with all of our employees, your employment is also subject to our general employment policies, many of which are described in our Employee Handbook. As a Company employee, you will be expected to abide by Company rules and standards. You will be specifically required to sign an acknowledgment that you have read and that you understand the Company’s rules of conduct, which are included in the Company Handbook.
As a condition of your employment, you will also be required to sign and comply with SciClone’s Confidential Disclosure Agreement (CDA) which is attached hereto as Exhibit B.
Raymond, we are excited about the prospect of having you join the SciClone team and look forward to a mutually productive and successful relationship.
To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below as well as Exhibit B. A duplicate original is enclosed for your records. If you accept our offer, your first day of employment shall be subject to mutual agreement, but in no event will it be later thanOctober 15, 2013. This letter, along with any agreements relating to proprietary rights between you and the Company, set forth the terms of your employment with the Company and supersede any prior representations or agreements including, but not limited to any representations made during your interviews, whether written or oral. This letter, including, but not limited to, its at-will employment provision, may not be modified or amended except by a written agreement signed by the Company President and you. This offer of employment will terminate if it is not accepted, signed and returned byOctober 4, 2013.
We look forward to your favorable reply and to working with you at SciClone.
SciClone Pharmaceuticals, Inc.
950 Tower Lane, Suite 900 — Foster City, CA 94404 — Tel: (650) 358-3456 — Fax: (650) 358-3469
Raymond Low
September 27, 2013
Page 5
| Sincerely, |
/s/ Wilson W. Cheung |
| Wilson W. Cheung |
| CFO and Sr. Vice President, Finance |
| AGREED TO AND ACCEPTED: | ||
| Signature: | /s/ Raymond A. Low | |
| Printed Name: | Raymond A. Low | |
| Date: | September 27, 2013 | |
SciClone Pharmaceuticals, Inc.
950 Tower Lane, Suite 900 — Foster City, CA 94404 — Tel: (650) 358-3456 — Fax: (650) 358-3469
Raymond Low
September 27, 2013
Page 6
Exhibit A
Principal Duties and Responsibilities Include:
| • | Ensure the completion of timely monthly, quarterly and annual financial statements, including coordination with China and Hong Kong finance teams. Oversee and review the month-end financial statement close process and the issuance of reports to management. Resolve accounting issues, implement new accounting pronouncements and other regulatory requirements, and draft technical accounting memos, as needed. |
| • | Manage the external reporting cycle and the preparation of Forms 10-Q, 10-K and other reports as they relate to financial statements, disclosures, press releases and other related filings. |
| • | Recommend and direct operating policies and control procedures, and ensure overall efficiency and effectiveness of accounting functions/processes and to maintain an effective internal control environment in compliance with the Sarbanes-Oxley Act. Evaluate and implement or modify financial systems, policies and procedures, as appropriate, to support the company’s growth. |
| • | Manage external auditors, quarterly reviews and annual audits in the US and internationally to ensure deliverables are met efficiently and within agreed upon timelines. |
| • | Oversee the Company’s tax matters, including US and international tax strategy and planning, tax compliance, FAS 109 accounting and operational tax issues. |
| • | Oversee the annual consolidated budget and long-range forecasts. |
| • | Works closely and interacts regularly with senior management of functional areas. Monitors department activities and work with stakeholders to provide input over significant agreements and transactions to provide guidance on accounting implications, and to ensure their adherence to approved department and project budgets and company policies and procedures. |
| • | Prepares reports to the Audit Committee, executive management and external parties as needed. |
SciClone Pharmaceuticals, Inc.
950 Tower Lane, Suite 900 — Foster City, CA 94404 — Tel: (650) 358-3456 — Fax: (650) 358-3469