Celgene Corporation Compensation and Severance Letter Agreement with Scott Smith (President and COO)

Contract Categories: Human Resources › Compensation Agreements
Summary

This agreement between Celgene Corporation and Scott Smith outlines his compensation as President and Chief Operating Officer, effective April 1, 2017. It details his base salary, bonus target, stock options, restricted and performance stock units, and severance benefits in case of involuntary termination or change in control. The agreement also provides for financial planning benefits and specifies conditions for vesting and tax treatment of change in control payments. Both parties have signed to acknowledge and accept the terms.

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EX-10.1 2 ex101letteragreementwithsc.htm EXHIBIT 10.1 LETTER AGREEMENT WITH SCOTT SMITH Exhibit


EXHIBIT 10.1

Summary of Compensation Package - Effective April 1, 2017

Name
 
Scott Smith
Job Title
 
President and Chief Operating Officer
Base Salary
 
$875,000
Bonus Target
 
90%
Stock Options
 
56,378
Restricted Stock Units
 
7,126
Performance Stock Units
 
Threshold
Target
Maximum
 
5,345
10,690
21,380
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 (CIC)
 
-All severance benefits
-Unvested RSUs and Options to 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/Scott A. Smith
 
April 1, 2017
 
/s/Mark J. Alles
 
April 1, 2017
Scott A. Smith
 
Date
 
Mark J. Alles
 
Date