Employment Agreement by and between the Registrant and David Chang, M.D., Ph.D
Exhibit 10.12
June 25, 2018
David Chang, M.D., Ph.D.
Re: | Employment Letter of Agreement (Agreement) |
Dear David:
Allogene Therapeutics, Inc. (Allogene or the Company) is pleased to offer you employment on the following terms and conditions.
1. | Title; Reporting; Duties. |
(a) | Your employment shall commence on June 25, 2018, or such other date as may be agreed to by you and Allogene (the Start Date). |
(b) | When you commence employment with Allogene, you shall be employed in the position of President and Chief Executive Officer and shall report directly to the Board of Directors of the Company (the Board). Subject to the direction of the Board, you shall have such powers and perform such duties as are customarily performed by the President and Chief Executive Officer of similarly situated companies in the United States, including specific powers or duties (that are reasonably consistent therewith) determined by the Board. Your consulting agreement with Allogene shall also terminate upon the commencement of employment. |
(c) | You shall devote substantially all of your business time, attention and energies to the business and affairs of Allogene and shall not during the period of your employment be actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, that will materially interfere with the performance of your duties or your availability to perform such duties or that will adversely affect, or negatively reflect upon, Allogene. Notwithstanding the foregoing, you may continue to provide services to the entities set forth on Exhibit A, attached hereto and made a part hereof, in the capacity set forth thereon. Exhibit A may be amended from time to time by the parties. |
(d) | Initially your duties will be performed from 270 Littlefield, South San Francisco, CA 94080. Reasonable out of pocket travel expenses incurred for visiting Allogenes offices prior to relocation to the San Francisco Bay Area as described in Section 5 will be reimbursed by Allogene. Should Allogene implement a travel policy, such policy shall supersede this Section 1(d) and shall govern the type of travel and reimbursement process. |
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(e) | Notwithstanding the foregoing, the Company may change your title, position, duties, supervisor and work location from time to time as it deems appropriate. |
2. | Compensation. |
(a) | Base Salary. You shall receive base salary paid at the rate of $525,000 per year, payable in accordance with Allogenes payroll practices. |
(b) | Bonus. You will be eligible to earn an annual performance bonus at the sole discretion of the Company in an amount equal to a maximum of 45% of your base salary (the Annual Bonus). The Annual Bonus will be based upon the Companys assessment of your performance and the Companys attainment of targeted goals as set by the Company in its sole discretion. Following the close of each calendar year, the Company will determine whether you have earned an Annual Bonus, and the amount of any such bonus, based on the achievement of such goals. No amount of Annual Bonus is guaranteed, and you must be an employee on the Annual Bonus payment date to be eligible to receive an Annual Bonus. No partial or prorated bonuses will be provided (except as set forth below in this paragraph for calendar year 2018). The Annual Bonus, if earned, will be paid no later than March 15 of the calendar year after the applicable bonus year. For calendar year 2018, no later than March 15, 2019 and subject to your continued employment through date of payment, the Company will pay you a prorated portion of your individual annual target bonus for 2018, based on the number of days during 2018 from April 6, 2018. |
(c) | Withholding. Allogene shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable under this Section 2. |
3. | Options. |
(a) | On or within sixty (60) days following your Start Date you shall be granted a stock option (the Option) to purchase 372,500 shares of Allogenes common stock, par value $0.001 per share (the Common Stock) (the Option Shares) pursuant to the Companys 2017 Equity Incentive Plan (the Plan). Such grant shall be evidenced by an option agreement (the Option Agreement) to be entered into by and between you and the Company. The exercise price per Option Share will be equal to the fair market value per share of the Companys Common Stock as of the date that such Option is granted. The Option shall have a 10-year term and shall vest and become exercisable as follows: (i) 25% upon April 6, 2019 (the Initial Vesting Date); and thereafter (ii) the remaining unvested Options Shares shall vest in 36 substantially equal monthly installments as of the last calendar day of each month following the Initial Vesting Date. |
(b) | All Options shall be immediately exercisable with respect to one hundred percent (100%) of the Option Shares in exchange for restricted shares of Common Stock of the Company (the Restricted Shares); provided, however, that the Restricted Shares will be subject to vesting in accordance |
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with the schedule described above. Upon termination of your employment, the Company shall have the right to repurchase any Restricted Shares that have not vested as of such termination (Unvested Shares) at a price equal to the exercise price per Option Share (the Repurchase Right). |
(c) | In the event that your employment is terminated by the Company without Cause (as defined below) or by you for Good Reason (as defined below) at any time beginning on the date that is 90 days prior to the effective date of a Change of Control (as defined in the Plan) and ending on the date that is 12 months following the Change of Control, then (i) all unvested Restricted Stock and Option Shares shall immediately vest in full, and (ii) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Option shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination. |
(d) | For purposes of this Agreement: |
(i) Cause will mean any one or more of the following: (A) commission of any felony or crime involving dishonesty; (B) participation in any fraud against the Company; (C) material breach of your contractual, statutory or common law duties to the Company (including violation of any provision or obligation under this Agreement); (D) your failure to satisfactorily perform your job duties as assigned by the Company; (E) intentional damage to any property of the Company; or (F) misconduct or other violation of Company policy that causes or reasonably could cause harm.
(ii) Good Reason shall mean (A) any material diminution by the Company of your title, duties, authority or Base Salary; (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles from the South San Francisco area.
4. | Relocation Allowance. We understand you will be relocating to the San Francisco Bay Area. In connection with that relocation you will receive a relocation advance payment in the amount of $250,000, payable within thirty (30) days after your employment Start Date. You shall receive an additional payment in the amount of $250,000 on the first anniversary of your Start Date (both payments are collectively referred to herein as the Relocation Allowance). The Relocation Allowance shall be subject to standard payroll deductions and withholdings and will be considered earned only if you relocate to the San Francisco Bay Area on or before December 31, 2018. You may use the Relocation Advance to pay for relocation expenses or |
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for any other purpose. If during the first or second year of your employment, (a) you resign your employment, or (b) the Company terminates your employment for Cause (as defined above), then you agree to return $250,000 to the Company within ten (10) days after your employment termination date. |
5. | Expenses. Allogene will reimburse you for all normal, usual and necessary expenses incurred in furtherance of the business and affairs of Allogene upon timely receipt by Allogene of appropriate vouchers or other proof of your expenditures and otherwise in accordance with any expense reimbursement and approval policy as may from time to time be adopted by Allogene. |
6. | Benefits. |
(a) | As a regular full-time employee, you shall be entitled to participate in the employee benefits made available to similarly situated employees, in accordance with the terms of such benefits plans and programs and company policies. Information regarding these employee benefits is available upon request and in the official plan documents, summary plan descriptions, and applicable summaries. The Company, in its sole discretion, has the right to amend or terminate any benefit plan, program or Company policy at any time and without prior notice. |
(b) | Vacation. During each year of your employment you shall be entitled to fifteen (15) days of paid time off in addition to company recognized holidays. Notwithstanding the foregoing, you shall not be entitled to take more than two (2) consecutive weeks of vacation without the prior written consent of the Company. |
(c) | Paid Sick Leave. Upon hire, you will be credited with five (5) days of paid sick leave, which you may use during each calendar year for yourself or a family member for the diagnosis, care or treatment of an existing health condition or preventive care, or specified purposes set forth in the Companys policy if you are a victim of domestic violence, sexual assault, or stalking. |
7. | Representations and Warranties. You hereby represent and warrant as follows: |
(a) | By accepting the Companys offer of employment, you represent that you have no agreements, relationships, or commitments with any other person or entity that conflict with your obligations to the Company. |
(b) | You have the full right, power and legal capacity to enter and deliver this Agreement and to perform your duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the parties, enforceable against each in accordance with its terms. No approvals or consents of any persons or entitles are required for you to execute and deliver this Agreement or perform your duties and other obligations hereunder. |
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(c) | You represent and warrant to the Company that you have not brought and shall not bring with you to the Company, or use in the performance of your duties, any materials or documents of any former employer that are not generally available to the public, unless you have obtained written authorization from the former employer for their possession and use and provided the Company with a copy thereof. |
8. | Conditions to Employment. This offer of employment is contingent upon, and your employment shall be subject to: |
(a) | completion of reference checks and background check, and may be contingent upon a drug screen, each to the reasonable satisfaction of Allogene; and |
(b) | satisfying the requirements of the Immigration Control and Reform Act, which may be accomplished by showing your proof of right to work in the U.S. within three days of commencing employment, and you agree to assist as needed at the Companys request to meet these conditions. |
(c) | execution of Allogenes form of Employee Confidential Information and Invention Assignment Agreement attached hereto as Exhibit A, which prohibits unauthorized use or disclosure of Allogenes proprietary information, among other obligations; |
(d) | Notwithstanding the foregoing, this offer may be withdrawn by Allogene at any time prior to its execution by the parties. |
9. | Employment-at-will and Termination. Your employment shall be at-will. Accordingly, you may terminate your employment with Allogene at any time and for any reason whatsoever, with or without advance notice, simply by notifying Allogene in writing. Similarly, Allogene may terminate your employment at any time and for any reason whatsoever, with or without cause or advance notice. This at-will relationship cannot be changed except in a writing signed by an authorized officer of the Company and you. The employment terms contained in this Agreement supersede any other agreements and promises made to you by Allogene or any representative on its behalf, whether oral, written or implied. |
10. | No Reliance by You on Promise or Representation Not in this Agreement. In accepting employment with Allogene and signing this Agreement, you agree that you are not relying on any representation, promise or inducement that has been made by Allogene or any representative on its behalf that is not explicitly stated in this Agreement. Allogene is not bound by and will not be liable for any representation, promise or inducement that is not explicitly stated in this Agreement. |
11. | Governing Law. The terms of this offer letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of California without regard to such States principles of conflict of laws, except as provided in Section 13. |
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12. | Arbitration. To the maximum extent permitted by law, any dispute between the parties, including but not limited to those arising out of, or relating to, this Agreement, shall be exclusively decided by binding arbitration in accordance with the terms of the Arbitration Agreement, which is attached as Exhibit B and incorporated into this Agreement. The Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings pursuant to the Arbitration Agreement. To the extent that the Federal Arbitration Act is inapplicable, the terms of the Arbitration Agreement shall be construed in accordance with California law. |
13. | Miscellaneous. |
(a) | This Agreement, and your rights and obligations hereunder, may not be assigned. Allogene may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business or assets, provided the assignee entity which succeeds to Allogene expressly assumes Allogenes obligations hereunder and complies with the terms of this Agreement. |
(b) | This Agreement cannot be amended orally, or by any course of conduct or dealing, but only by a written agreement signed by the parties hereto. The Companys signatory must be an officer who is authorized by the Company to enter into such an amendment. |
(c) | The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and such terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party. If any provision of this offer letter agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this offer letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. |
(d) | This Agreement, including its Exhibits A and B, sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter of the Agreement. This letter may be delivered and executed via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and shall be deemed to have been duly and validly delivered and executed and be valid and effective for all purposes. |
14. | Certification of Qualifications. By accepting employment, you certify that the information you provided to Allogene about your experience, education and other qualifications for employment has been accurate and complete. |
If you wish to accept employment at Allogene under the terms described above, please sign and date this Agreement, and return it to me.
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We look forward to your favorable reply and to a productive and enjoyable working relationship.
Sincerely, | ||||
/s/ Veer Bhavnagri |
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Veer Bhavnagri | ||||
Allogene Therapeutics, Inc. | ||||
Understood and Accepted: | ||||
/s/ David D. Chang |
| June 25, 2018 | ||
David Chang, M.D., Ph.D. | Date |
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EXHIBIT A
Vida Ventures, LLC: venture partner
Peloton Therapeutics, Inc: board
A2 Therapeutics, Inc: board
Kronos Bio, Inc: board and scientific advisor
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EXHIBIT B
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
EMPLOYEE CONFIDENTIAL INFORMATION AND
INVENTION ASSIGNMENT AGREEMENT
In consideration of my employment or continued employment by Allogene Therapeutics, Inc., its direct and indirect subsidiaries, parents, affiliates, predecessors, successors and assigns (together Company), and the compensation and benefits provided to me now and during my employment with Company, I hereby enter into this Employee Confidential Information and Invention Assignment Agreement (the Agreement), which will be deemed effective as of the first day of my employment with the Company:
1. CONFIDENTIAL INFORMATION PROTECTIONS.
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6. REASONABLENESS OF RESTRICTIONS.
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This Agreement shall be effective as of the first day of my employment with the Company.
EMPLOYEE: | COMPANY: | |||||||
I HAVE READ, UNDERSTAND, AND ACCEPT THIS AGREEMENT AND HAVE BEEN GIVEN THE OPPORTUNITY TO REVIEW IT WITH INDEPENDENT LEGAL COUNSEL. I HAVE ALSO COMPLETELY FILLED OUT ATTACHMENT 1. | ACCEPTED AND AGREED: | |||||||
/s/ David D. Chang | /s/ Veer Bhavnagri | |||||||
By: | By: Veer Bhavnagri | |||||||
Title: | Title: General Counsel | |||||||
Date: | June 25, 2018 | Date: June 25, 2018 | ||||||
Address: | Address: | |||||||
270 Littlefield Ave | ||||||||
South San Francisco, CA 94080 |
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ATTACHMENT 1
PRIOR INVENTIONS
TO: Allogene Therapeutics, Inc.
FROM:
DATE:
SUBJECT: Prior Inventions
1. Except as listed in Section 2 below, the following is a complete list of all inventions or improvements relevant to the subject matter of my employment by Allogene Therapeutics, Inc. (Company) that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by Company:
☐ No inventions or improvements.
☐ See below:
☐ | Additional sheets attached. |
2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to inventions or improvements generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to the following party(ies):
Invention or Improvement | Party(ies) | Relationship | ||||
1. | ||||||
2. | ||||||
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☐ | Additional sheets attached. |
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ATTACHMENT 2
LIMITED EXCLUSION NOTIFICATION
This is to notify you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and Company does not require you to assign or offer to assign to Company any Invention that you develop entirely on your own time without using Companys equipment, supplies, facilities or trade secret information, except for those Inventions that either:
(a) Relate at the time of conception or reduction to practice to Companys business, or actual or demonstrably anticipated research or development; or
(b) Result from any work performed by you for Company.
To the extent a provision in the foregoing Agreement purports to require you to assign an Invention otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable.
This limited exclusion does not apply to any patent or Invention covered by a contract between Company and the United States or any of its agencies requiring full title to such patent or Invention to be in the United States.
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EXHIBIT C
MUTUAL AGREEMENT TO ARBITRATE CLAIMS
I recognize that disputes may arise between the Allogene Therapeutics, Inc. (the Company) and me during or following my employment with the Company, and that those differences may or may not be related to my employment. I understand and agree that by entering into this Mutual Agreement to Arbitrate Claims (Agreement), I anticipate gaining the benefits of a speedy, less-formal, impartial, final and binding dispute-resolution procedure.
Except as provided in this Agreement, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings pursuant to this Agreement. To the extent that the Federal Arbitration Act is inapplicable, the arbitration law of the state in which I work or last worked for the Company shall apply.
Claims Covered by the Agreement
The Company and I mutually consent to the resolution by arbitration of all claims or controversies (claims), past, present or future, whether or not arising out of my employment (or its termination), that the Company may have against me or that I (and no other party) may have against the Company or any of its service providers, including any Professional Employment Organization (PEO) and the Companys and any such PEOs benefit plans or the plans sponsors, fiduciaries, administrators, affiliates and agents, and/or all successors and assigns of any of them.
The only claims that are arbitrable are those that are justiciable under applicable federal, state or local law. Arbitrable claims include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant (express or implied); tort claims; claims for harassment, retaliation or discrimination (including, but not limited to, race, sex, sexual orientation, religion, national origin, age, marital status, physical or mental disability or handicap, or medical condition); claims for benefits (except as provided below); and claims for violation of any federal, state, or other governmental law, statute, regulation, or ordinance (except as provided below).
Claims Not Covered by the Agreement
The Company and I agree that neither of us shall initiate or prosecute any lawsuit or administrative action in any way related to any claim covered by this Agreement, except that this Agreement does not prohibit the filing of or pursuit of relief through the following: (1) a court action for temporary equitable relief in aid of arbitration, where such an action is otherwise available by law, (2) an administrative charge to any federal, state or local equal opportunity or fair employment practices agency, (3) an administrative charge to the National Labor Relations Board, or (4) any other charge filed with or communication to a federal, state or local government office, official or agency (for numbers (2) through (4) collectively, a government complaint).
The following claims are not covered by this Agreement: claims for workers compensation or unemployment compensation benefits; claims that as a matter of law cannot be subject to arbitration; claims covered by (and defined in) the Franken Amendment, first enacted in Section 8116 of the Defense Appropriations Act of 2010, or any similar statute, regulation or executive order, including but not limited to Executive Order 13673 to the extent that any such statute, regulation or executive order is effective and applicable to this Agreement; and claims under an employee benefit or pension plan that specifies a different arbitration procedure.
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To the maximum extent permitted by law, I hereby waive any right to bring on behalf of persons other than myself, or to otherwise participate with other persons in, any class or collective action. I understand, however, that to the maximum extent permitted by law I retain the right to bring claims in arbitration, including claims under the California Private Attorneys General Act (PAGA), for myself as an individual (and only for myself). If a court adjudicating a case involving the Company and me were to determine that there is an unwaivable right to bring a PAGA representative action, any such representative action shall be brought only in court, and not in arbitration.
Time Limits for Commencing Arbitration and Required Notice of All Claims
The Company and I agree that the aggrieved party must give written notice of any claim to the other party no later than the expiration of the statute of limitations (deadline for filing) that the law prescribes for the claim. Otherwise, the claim shall be deemed waived. The filing of a government complaint shall not extend the statute of limitations for presenting any claim to arbitration. I understand that the aggrieved party is encouraged to give written notice of any claim as soon as possible after the event or events in dispute so that arbitration of any differences may take place promptly.
Written notice to the Company, or its officers, directors, employees or agents, shall be sent to General Counsel, Allogene Therapeutics, Inc., at the Companys then-current headquarters address, which currently is 270 Littlefield Ave., South San Francisco, CA 94080. I will be given written notice at the last address recorded in my personnel file.
The written notice shall identify and describe the nature of all claims asserted, the facts upon which such claims are based, and the relief or remedy sought. The notice shall be sent to the other party by certified or registered mail, return receipt requested.
Representation
Any party may be represented by an attorney or other representative selected by the party.
Discovery
Each party shall have the right to take depositions of five fact witnesses and any expert witness designated by another party. Each party also shall have the right to make requests for production of documents to any party and to subpoena documents from third parties to the extent allowed by law. Requests for additional depositions or discovery may be made to the Arbitrator selected pursuant to this Agreement. The Arbitrator may grant such additional discovery if the Arbitrator finds that the party has demonstrated that it needs that discovery to adequately arbitrate the claim, taking into account the parties mutual desire to have a speedy, less-formal, cost-effective dispute-resolution mechanism.
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Designation of Witnesses
At least 30 days before the arbitration, the parties must exchange lists of witnesses, including any experts, and copies of all exhibits intended to be used at the arbitration.
Subpoenas
Each party shall have the right to subpoena witnesses and documents to the extent allowed by law, subject to any limitations the Arbitrator shall impose for good cause shown.
Place of Arbitration
The arbitration shall take place in the county (or comparable governmental unit) in which I am or was last employed by the Company, and no dispute affecting my rights or responsibilities shall be adjudicated in any other venue or forum.
Arbitration Procedures
The arbitration will be held under the auspices of the American Arbitration Association or JAMS (or any successor of either of them) (administrator). The party that did not initiate the claim shall designate the administrator. Regardless of which organization is designated to be the administrator, the arbitration shall be held in accordance with the JAMS Employment Arbitration Rules & Procedures (and no other rules), which are currently available at http://www.jamsadr.com/rules-employment-arbitration. I understand that the Company will supply me with a printed copy of those rules upon my request. The Arbitrator shall be either a retired judge, or an attorney who is experienced in employment law and licensed to practice law in the state in which the arbitration is convened (the Arbitrator), selected pursuant to JAMS rules or by mutual agreement of the parties.
The Arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the claim(s) asserted. The Arbitrator is without jurisdiction to apply any different substantive law or law of remedies. The Federal Rules of Evidence shall apply. The arbitration shall be final and binding upon the parties, except as provided in this Agreement.
The Arbitrator shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Arbitrator deems advisable. The Arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure.
Either party, at its expense in the first instance, may arrange and pay for a court reporter to provide a stenographic record of proceedings.
Should any party refuse or neglect to appear for, or participate in, the arbitration hearing, the Arbitrator shall have the authority to decide the dispute based upon whatever evidence is presented.
Either party upon its request shall be given leave to file a post-hearing brief. The time for filing such a brief shall be set by the Arbitrator.
The Arbitrator shall render an award and written opinion in the form typically rendered in labor arbitrations, normally no later than thirty (30) days from the date the arbitration hearing concludes or the post-hearing briefs (if requested) are received, whichever is later. The opinion shall include the factual and legal basis for the award.
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Arbitration Fees and Costs
The Company will be responsible for paying any filing fee and the fees and costs of the Arbitrator; provided, however, that if I am the party initiating the claim, I will contribute an amount equal to the filing fee to initiate a claim in the court of general jurisdiction in the state in which I am (or was last) employed by the Company. Each party shall pay in the first instance its own litigation costs and attorneys fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys fees and litigation costs, or if there is a written agreement providing for attorneys fees and/or litigation costs, the Arbitrator shall rule upon a motion for attorneys fees and/or litigation costs under the same standards a court would apply under the law applicable to the claim(s) at issue.
Reconsideration and Review
Either party shall have the right, within twenty (20) days of issuance of the Arbitrators decision, to file with the Arbitrator (and the Arbitrator shall have jurisdiction to consider and rule upon) a motion to reconsider (accompanied by a supporting brief), and the other party shall have twenty (20) days from the date of the motion to respond. The Arbitrator thereupon shall reconsider the issues raised by the motion and, promptly, either confirm or change the decision, which (except as provided by law) shall then be final and conclusive upon the parties.
Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and to enforce an arbitration award.
Interstate Commerce
I understand and agree that the Company is engaged in transactions involving interstate commerce and that my employment is related to that interstate commerce.
Survival of Agreement
This Agreement to arbitrate shall survive the termination of my employment and the expiration of any benefit plan.
Sole and Entire Agreement
This is the complete agreement between the parties on the subject hereof; provided, however, that if this Agreement for any reason is held to be unenforceable, then any prior arbitration agreement between the Company and me shall survive. No party is relying on any representations, oral or written, on the subject of the effect, enforceability or meaning of this Agreement, except as specifically set forth in this Agreement.
Construction and Severability
If any provision of this Agreement is adjudged to be void or otherwise unenforceable, in whole or in part, such adjudication shall not affect the validity of the remainder of the Agreement. All other provisions shall remain in full force and effect based on the parties mutual intent to create a binding agreement to arbitrate their disputes.
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Consideration
The promises by the Company and by me to arbitrate differences, rather than litigate them before courts or other bodies, provide consideration for each other.
Voluntary Agreement
I ACKNOWLEDGE THAT I HA VE CAREFULLY READ THIS AGREEMENT, THAT I UNDERSTAND ITS TERMS, THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND ME RELATING TO THE SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED IN IT, AND THAT I HAVE ENTERED INTO THE AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS AGREEMENT ITSELF.
I UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT TO A JURY TRIAL.
I FURTHER ACKNOWLEDGE THAT I HA VE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED MYSELF OF THAT OPPORTUNITY TO THE EXTENT I WISH TO DO SO.
Employee: | ALLOGENE THERAPEUTICS, INC. | |||
/s/ David D. Chang | /s/ Veer Bhavnagri | |||
Signature of Employee | Signature of Employee | |||
David D. Chang | Veer Bhavnagri | |||
Print Name of Employee | Print Name of Employee | |||
June 25, 2018 | June 25, 2018 | |||
Date | Date |
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