EXECUTIVE EMPLOYMENT AGREEMENT for Lauren Silvernail
Exhibit 10.27
EXECUTIVE EMPLOYMENT AGREEMENT
for
Lauren Silvernail
This Executive Employment Agreement (the Agreement), made between Revance Therapeutics, Inc. (the Company) and Lauren Silvernail (Executive) (collectively, the Parties), is effective as of December 31, 2013.
WHEREAS, Executive has been performing services for the Company pursuant to the terms of an offer letter from the Company dated March 8, 2013 (the Offer Letter); and
WHEREAS, the Company desires for Executive to continue providing services to the Company, and Executive is willing to continue such employment by the Company, on the amended and restated terms and conditions set forth in this Agreement, which terms shall replace and supersede the terms of the Offer Letter in entirety;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
1. Employment by the Company.
1.1 Position. Executive shall continue to serve as the Companys Chief Financial Officer and Executive Vice President, Corporate Development. During the term of Executives employment with the Company, Executive will devote Executives best efforts and substantially all of Executives business time and attention to the business of the Company, except for approved vacation periods and reasonable periods of illness or other incapacities permitted by the Companys general employment policies.
1.2 Duties and Location. Executive shall continue to perform such duties as are required by the Companys Chief Executive Officer, to whom Executive will report. Executives primary office location is currently the Companys office located in Newark, California. The Company reserves the right to reasonably require Executive to perform Executives duties at places other than Executives primary office location from time to time, and to require reasonable business travel. The Company may modify Executives job title and duties as it deems necessary and appropriate in light of the Companys needs and interests from time to time.
1.3 Policies and Procedures. The employment relationship between the Parties shall be governed by the general employment policies and practices of the Company, except that when the terms of this Agreement differ from or are in conflict with the Companys general employment policies or practices, this Agreement shall control.
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2. Compensation.
2.1 Salary. For services to be rendered hereunder, Executive shall continue to receive a base salary at the rate of three hundred eleven thousand dollars ($311,000) per year, or in the event of a portion of a year, a pro rata amount of such annual salary (the Base Salary), subject to standard payroll deductions and withholdings and payable in accordance with the Companys regular payroll schedule. Executives base salary shall be reviewed by the Board of Directors for possible adjustment annually.
2.2 Bonus. In 2014, Executive will be eligible for an annual discretionary bonus of up to 35% of Executives Base Salary. The annual target bonus percentage, whether Executive receives an annual bonus for any given year, and the amount of any such annual bonus, will be determined by the Board in its sole discretion based upon the Companys and Executives achievement of objectives and milestones to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, and Executive must be an active employee on the date any Annual Bonus is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executives employment terminates for any reason before the date Annual Bonuses are paid.
2.3 Standard Company Benefits. Executive shall continue to be entitled to participate in all employee benefit programs for which Executive is eligible under the terms and conditions of the benefit plans that may be in effect from time to time and provided by the Company to its employees. The Company reserves the right to cancel or change the benefit plans or programs it offers to its employees at any time.
2.4 Expenses. The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in furtherance or in connection with the performance of Executives duties hereunder, in accordance with the Companys expense reimbursement policy and requirements of the Internal Revenue Service as in effect from time to time. The Company will also pay for Executives air travel between Orange County and the Bay Area, subject to any applicable withholdings.
2.5 Equity. Executive has been granted options to purchase shares of the Companys Common Stock (the Options), the terms of which shall continue to be governed in all respects by the governing plan documents, grant notices and stock option agreements. Executive shall be eligible to receive further stock grants and/or stock option awards in the sole discretion of the Board.
2.6 Signing Bonus. Pursuant to the terms of the Offer Letter, Executive received a Signing Bonus from the Company. Executive hereby agrees to repay the full amount of the Signing Bonus ($100,000) if Executive resigns her
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employment with the Company for any reason within one year after Executives first day of employment with the Company. Executive further authorizes the Company to deduct any amount so due to the Company from any amounts the Company owes Executive upon Executives separation from the Company (including Executives final paycheck). Executive understands and agrees that she must repay the Company any unpaid balance of the Signing Bonus remaining after that deduction is made.
3. Termination of Employment; Severance. Executives employment relationship is at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without cause or advance notice. Executive will be eligible for severance under the Companys Executive Severance Benefit Plan, adopted by the Board on December 17, 2013 and effective upon the date of the Companys initial public offering, as it may be amended from time to time. Prior to the effective date of the Executive Severance Benefit Plan, Executive shall remain eligible for the severance benefits set forth in the Offer Letter, subject to the terms and conditions set forth therein. Upon the effective date of the Executive Severance Benefit Plan, all severance benefits described in the Offer Letter shall cease to have any effect, and Executives sole right to severance shall be as set forth in the Executive Severance Benefit Plan.
4. Proprietary Information Obligations. Executive shall remain bound by the terms of the Employee Proprietary Information and Inventions Agreement that Executive previously executed.
5. Outside Activities During Employment.
5.1 Non-Company Business. Except with the prior written consent of the Board, Executive will not during the term of Executives employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executives duties hereunder.
5.2 No Adverse Interests. Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.
6. Dispute Resolution. To ensure timely and economical resolution of any disputes that may arise in connection with Executives employment with the Company, as a condition of Executives employment, Executive and the Company hereby agree that any and all claims, disputes or controversies of any nature whatsoever arising out of, or relating to, this letter, or its interpretation, enforcement, breach, performance or execution, Executives employment with the Company, or the termination of such employment, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted before a single arbitrator by JAMS, Inc. (JAMS) or its successor,
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under the then applicable JAMS arbitration rules (which can be found at http://www.jamsadr.com/rules-clauses/). The arbitration shall take place in the county (or comparable governmental unit) in which Executive was last employed by the Company, as determined by the arbitrator; provided, however, that if the arbitrator determines there will be an undue hardship to Executive to have the arbitration in such location, the arbitrator will choose an alternative appropriate location. Executive and the Company each acknowledge that by agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute, claim or demand through a trial by jury or judge or by administrative proceeding. Executive will have the right to be represented by legal counsel at Executives expense at any arbitration proceeding. The arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and (ii) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrators essential findings and conclusions on which the award is based. The arbitrator, and not a court, shall also be authorized to determine whether the provisions of this paragraph apply to a dispute, controversy, or claim sought to be resolved in accordance with these arbitration procedures. The Company shall pay all costs and fees in excess of the amount of court fees that Executive would be required to incur if the dispute were filed or decided in a court of law. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any arbitration.
7. General Provisions.
7.1 Notices. Any notices provided must be in writing and will be deemed effective upon the earlier of personal delivery (including personal delivery by fax) or the next day after sending by overnight carrier, to the Company at its primary office location and to Executive at the address as listed on the Company payroll.
7.2 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties.
7.3 Waiver. Any waiver of any breach of any provisions of this Agreement must be in writing to be effective, and it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.
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7.4 Complete Agreement. This Agreement constitutes the entire agreement between Executive and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the Parties agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations, including (without limitation) the Offer Letter. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in a writing signed by a duly authorized officer of the Company.
7.5 Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.
7.6 Headings. The headings of the paragraphs hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.
7.7 Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign any of his duties hereunder and he may not assign any of his rights hereunder without the written consent of the Company, which shall not be withheld unreasonably.
7.8 Tax Withholding and Indemnification. All payments and awards contemplated or made pursuant to this Agreement will be subject to withholdings of applicable taxes in compliance with all relevant laws and regulations of all appropriate government authorities. Executive acknowledges and agrees that the Company has neither made any assurances nor any guarantees concerning the tax treatment of any payments or awards contemplated by or made pursuant to this Agreement. Executive has had the opportunity to retain a tax and financial advisor and fully understands the tax and economic consequences of all payments and awards made pursuant to the Agreement.
7.9 Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of California.
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first written above.
REVANCE THERAPEUTICS, INC. | ||
By: | /s/ L. Daniel Browne | |
L. Daniel Browne | ||
Chief Executive Officer |
EXECUTIVE |
/s/ Lauren Silvernail |
Lauren Silvernail |
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