Executive Severance Policy of Adaptimmune Therapeutics plc dated March 10, 2017 and amended and restated effective as of June 11, 2024 and on July 16, 2024
Exhibit 10.1
AMENDED AND RESTATED
EXECUTIVE SEVERANCE POLICY
This Executive Severance Policy (“Policy”) has been established by Adaptimmune Therapeutics plc (the “Company”) on March 10, 2017, as amended and restated effective from June 11, 2024 and then on July 16, 2024 to provide Executives with the opportunity to receive severance benefits following termination of employment under certain conditions. The purpose of the Policy is to attract and retain qualified executives. This Policy is applicable to all Executives regardless of base location. This Policy is intended to be a top hat welfare benefit plan under the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained for a select group of management or highly compensated employees.
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(A) | that any such amounts that constitute nonqualified deferred compensation within the meaning of Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Section 409A”) shall not be paid until the 60th day |
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following such termination to the extent necessary to avoid adverse tax consequences under Section 409A, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the date of termination if such deferral had not been required; |
(B) | if Executive is a “specified employee” within the meaning of Section 409A, any Severance Benefits or CIC Severance Benefits or CEO CIC Severance Benefits payable to Executive or Chief Executive Officer, as applicable, during the first six months and one day following the date of termination that constitute nonqualified deferred compensation within the meaning of Section 409A shall not be paid until the date that is six (6) months and one day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which Executive would otherwise have been entitled to during the period following the date of termination if such deferral had not been required; |
(C) | "termination,” and “termination of employment” shall mean a “separation from service” as defined in Section 409A. If any amount that constitutes deferred compensation for purposes of Section 409A is to be paid in two or more installments, each installment shall constitute a separate payment; and |
(D) | amounts payable under this Executive Severance Policy are intended to be exempt from or compliant with Section 409A and this Executive Severance Policy shall be administered and interpreted consistent with such intent. |
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Schedule A
An Executive may submit a written claim for benefits to the Administrator within 60 days after the termination of employment. The Administrator is the Remuneration Committee of the Board or its designee. Claims should be addressed and sent to the Board Remuneration Committee, marked for the attention of the Remuneration Committee chairman, and sent by post or courier to the registered office address of Adaptimmune Therapeutics plc.
If Executive’s claim is denied, in whole or in part, Executive will be furnished with written notice of the denial within 30 days after the Administrator’s receipt of Executive’s written claim. Written notice of the denial of Executive’s claim will contain the following information:
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