Letter Agreement Regarding Compensation Package for S.J. Rupert Vessey with Celgene Corporation
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Summary
This agreement outlines the compensation package for S.J. Rupert Vessey as President of Research & Early Development at Celgene Corporation. It specifies his base salary, bonus target, annual and performance equity awards, and long-term incentive plan. The agreement also details severance benefits in case of involuntary termination or change in control, including salary, bonus, COBRA benefits, and accelerated vesting of equity. Additionally, it provides for annual financial planning reimbursement. The agreement is effective as of early 2016 and is signed by both parties.
EX-10.19 4 ex1019letteragreementwithr.htm EXHIBIT 10.19 LETTER AGREEMENT WITH RUPERT VESSEY Exhibit
Exhibit 10.19
Summary of Compensation Package
Name | S.J. Rupert Vessey | ||||||
Job Title | President, Research & Early Development | ||||||
Base Salary | $675,000 | Effective January 8, 2016 | |||||
Bonus Target | 70% | Effective January 8, 2016 | |||||
Annual Equity Award | Stock Options | Restricted Stock Units | Effective February 9, 2016 | ||||
51,624 | 6,731 | ||||||
Performance Equity | Stock Options | Restricted Stock Units | Effective October 18, 2016 | ||||
18,304 | 5,369 | ||||||
Cash Long-Term Incentive Plan | Threshold | Target | Maximum | Effective December 15, 2015 | |||
$287,500 | $575,000 | $1,150,000 | |||||
Severance Benefit | Lump sum 12 months of base salary Lump sum 12 months of bonus at target 12 months COBRA benefit at active employee rates, less applicable taxes | In the event of involuntary termination for reasons other than cause | |||||
"Double Trigger" due to Change in Control | All severance benefits Unvested RSUs and Options would fully vest Change in control payments would be reduced to avoid 280G excise tax, if beneficial to employee | In the event of position elimination due to change in control | |||||
Financial Planning Benefit | Up to $15,000 per year | Reimbursement of reasonable and customary fees associated with financial planning and/or tax preparation/advice | |||||
Acknowledged and agreed: | On behalf of Celgene Corporation: | ||||||
/s/ Rupert Vessey | February 6, 2017 | /s/ Mark J. Alles | February 1, 2017 | ||||
S.J. Rupert Vessey | Date | Mark J. Alles | Date |