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PRIVATE AND CONFIDENTIAL
Letter of appointment
The board of directors ( Board ) of Adaptimmune Therapeutics plc ( Company ) is pleased that you have agreed to join the Board as a non-executive director and to serve as a member of the Board s Audit Committee with effect from 23 June 2016.
The terms of this letter will apply with effect from 23 June 2016. You will be based in, and perform your role as a non-executive, independent director and as a member of the Board s Audit Committee from 62 Lakeshore Drive, Eastchester, New York NY 10719.
This letter sets out the main terms of your appointment. If you need any more information, please let me know.
By accepting this appointment, you agree that this letter is a contract for services and is not a contract of employment and you confirm that you are not subject to any restrictions which prevent you from holding office as a director.
1.1 Subject to the remaining provisions of this letter, your appointment shall continue until terminated by either party giving to the other three months prior written notice.
1.2 Your appointment is subject to the Company s articles of association that were adopted with effect from 6 May 2015 (as amended from time to time) ( Articles ) (a copy of the Articles has been supplied to you). Nothing in this letter shall be taken to exclude or vary the terms of the Articles as they apply to you as a director of the Company.
1.3 You may be required to serve on one or more Board committees, in addition to the Audit Committee, and you will be provided with the relevant terms of reference for your appointment to such committee(s). You may also be asked to serve as a non-executive director on the board of any of the Company s subsidiaries or joint ventures. Any such appointment will be covered in a separate communication.
1.4 Notwithstanding paragraph 1.1 to paragraph 1.3, your appointment is subject to the satisfactory performance of your role as a non-executive director of the Board and as a member of the Audit Committee, and any relevant statutory provisions relating to removal of a director. Your appointment is also subject to your being re-elected at forthcoming annual general meetings in accordance with the Articles. Further, the Company may terminate your appointment with immediate effect if you have:
Adaptimmune Therapeutics plc, 101 Park Drive, Milton Park, Abingdon, Oxfordshire OX14 4RY, United Kingdom
T: +44 (0)1235 430000 www.adaptimmune.com Registered in England no: 09338148
1.4.1 committed a material breach of your obligations under this letter;
1.4.2 committed any serious or repeated breach or non-observance of your obligations to the Company (which include an obligation not to breach your statutory, fiduciary or common-law duties);
1.4.3 been guilty of any fraud or dishonesty or acted in any manner which, in the Company s opinion, brings or is likely to bring you or the Company into disrepute or is materially adverse to the Company s interests (including a breach of paragraph 7.4.3);
1.4.4 been convicted of an arrestable criminal offence other than a road traffic offence for which a fine or non-custodial penalty is imposed (including if you are convicted of the criminal offence of insider dealing under the Criminal Justice Act 1993 or any similar conviction in the United States);
1.4.5 been declared bankrupt or have made an arrangement with or for the benefit of your creditors, or if you have a county court administration order made against you under the County Court Act 1984, or if you are the subject of insolvency or similar proceedings in the United States, whether in a state or federal court, or any other jurisdiction; or
1.4.6 been disqualified from acting as a director.
1.5 On termination of your appointment, you shall, at the Company s request, resign from your office as a director of the Company and any offices you hold in any member of the Company s group of companies (a Group Company ) and from all trusteeships held by you of any pension scheme or other trusts established by any Group Company. Should you fail to do so, you irrevocably appoint any member of the Board as your attorney in your name and on your behalf to sign any documents and take such other steps as are necessary to give effect to those resignations.
1.6 If matters arise which cause you concern about your role, you should discuss these matters with the chairman.
2.1 You will be expected to devote such time as is necessary for the proper performance of your duties. Overall we anticipate that you will spend a minimum of 15 days a year on work for the Company.
(a) Board role. This will include attendance at Board meetings and Board away days. In addition, you will be required to consider all relevant papers before each meeting. Unless urgent and unavoidable circumstances prevent you from doing so, it is expected that you will attend the meetings outlined in this paragraph.
(b) Audit Committee duties. You will be expected to devote whatever time is required for the adequate discharge of your responsibilities as a member of the Audit Committee.
(c) Shareholder meetings. You should endeavour to attend general meetings of shareholders of the Company when requested to do so by the chairman and unless otherwise arranged with the chairman.
2.2 The nature of the role makes it impossible to be specific about the maximum time commitment. You may be required to devote additional time to the Company in respect of preparation time for meetings and ad hoc matters that may arise and particularly when the Company is undergoing a period of increased activity. At certain times it may be necessary to convene additional Board, committee or shareholder meetings.
2.3 By accepting this appointment, you confirm that, taking into account all of your other commitments, you are able to allocate sufficient time to the Company to discharge your responsibilities effectively. You should obtain the agreement of the chairman before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company.
3.1 The Board as a whole is collectively responsible for the success of the Company. The Board s role is to:
3.1.1 provide entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed;
3.1.2 set the Company s strategic aims, ensure that the necessary financial and human resources are in place for the Company to meet its objectives, and review management performance; and
3.1.3 set the Company s values and standards and ensure that its obligations to its shareholders and others are understood and met.
3.2 As a non-executive director, you shall have the same general legal responsibilities to the Company as any other director. You are expected to perform your duties (whether statutory, fiduciary or common law) faithfully, diligently and to a standard commensurate with the functions of your role and your knowledge, skills and experience.
3.3 You shall exercise your powers in your role as a non-executive director having regard to relevant obligations under prevailing law and regulation, including the Companies Act 2006 and the relevant rules and requirements of the US Securities and Exchange Commission and of Nasdaq.
3.4 You shall have particular regard to the general duties of directors in Part 10 of the Companies Act 2006, including the duty to promote the success of the Company under which all directors must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, as a director, you must have regard (among other matters) to:
3.4.1 the likely consequences of any decision in the long term;
3.4.2 the interests of the Company s employees;
3.4.3 the need to foster the Company s business relationships with suppliers, customers and others;
3.4.4 the impact of the Company s operations on the community and the environment;
3.4.4 the desirability of the Company maintaining a reputation for high standards of business conduct; and
3.4.5 the need to act fairly as between the members of the Company.
3.5 In your role as a director, you shall also be required to:
3.5.1 constructively challenge and help develop proposals on strategy;
3.5.2 scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
3.5.3 satisfy yourself on the integrity of financial information and that financial controls and systems of risk management are robust and defensible;
3.5.4 be responsible for determining appropriate levels of remuneration of executive officers and directors and have a prime role in appointing and, where necessary, removing senior management and in succession planning;
3.5.5 devote time to developing and refreshing your knowledge and skills;
3.5.6 uphold high standards of integrity and probity and support the chairman, directors and senior management in instilling the appropriate culture, values and behaviours in the boardroom and beyond;
3.5.7 insist on receiving high-quality information sufficiently in advance of Board meetings;
3.5.8 take into account the views of shareholders and other stakeholders where appropriate;
3.5.9 make sufficient time available to discharge your responsibilities effectively;
3.5.10 exercise relevant powers under, and abide by, the Articles;
3.5.11 disclose the nature and extent of any direct or indirect interest you may have in any matter being considered at a Board or committee meeting and, except as permitted under the Articles you will not vote on any resolution of the Board, or of one of its committees, on any matter where you have any direct or indirect interest;
3.5.12 immediately report your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or other director of the Company of which you become aware to the chairman;
3.5.13 exercise your powers as a director in accordance with the Company s policies and procedures and the Bribery Act 2010, the US Foreign and Corrupt Practices Act 1977 and any other applicable bribery or corruption legislation; and
3.5.14 not do anything that would cause you to be disqualified from acting as a director.
3.6 Unless the Board specifically authorises you to do so, you shall not enter into any legal or other commitment or contract on behalf of the Company.
3.7 You shall be entitled to request all relevant information about the Company s affairs as is reasonably necessary to enable you to discharge your responsibilities as a non-executive director.
4. FEES, EXPENSES AND SHARE OPTIONS
4.1 Subject to paragraph 4.2, you will be entitled to a fee of $42,500 per annum ( Annual Fee ) with effect from 23 June 2016, payable quarterly in arrears, for acting as a non-executive director and as a member of the Audit Committee. The Annual Fee will be reviewed on an annual basis and any revised annual fee ( Revised Annual Fee ) will be determined by the directors. Any payment of fees will be subject to the deduction of applicable taxes and social security payments.
4.2 You may make an election, on an annual basis, to be awarded options to acquire ordinary shares of 0.001 each in the capital of the Company ( Share Options ) of an equivalent value (as determined by the directors) to the Annual Fee or the Revised Annual Fee, as the case may be, and in lieu of the Annual Fee or the Revised Annual Fee.
You acknowledge that, in relation to the year commencing 23 June 2016, you have made an election to be awarded Share Options of an equivalent value to the Annual Fee and that the number of Share Options in paragraph 4.5 below includes a number of Share Options of an equivalent value to the Annual Fee and which will be awarded in lieu of the Annual Fee.
4.3 The Company shall reimburse you for all reasonable and properly documented expenses that you incur in performing the duties of your office, to include travel and accommodation related to your attendance at Board meetings and other meetings necessary for the proper performance of your duties as a non-executive director and as a member of the Audit Committee.
4.4 On termination of your appointment, you shall only be entitled to such pro-rata amount of the Annual Fee or Revised Annual Fee (where applicable) that is outstanding and payable up to the date of termination, and reimbursement in the normal way of any expenses properly incurred before that date. For the avoidance of doubt, if you have elected to be awarded Share Options in lieu of the Annual Fee or Revised Annual Fee in a year in which your appointment terminates, you will not be entitled to the payment of any Annual Fee or Revised Annual Fee in relation to that year pursuant to this paragraph 4.4.
4.5 You will be awarded 332,776 Share Options on or around 23 June 2016 (or such other date as the directors may determine), and on condition that you continue to serve as a director and as a member of the Audit Committee at the time of the award of such Share Options. These Share Options will vest as to 25% on the first anniversary of the date they are awarded, and the remaining 75% will vest in monthly instalments over the following two years. Thereafter, annually on or around each 23 June (or such other date as the directors may determine), during your period of appointment, you will be awarded such further number of Share Options as the directors may determine at the time, subject to such vesting provisions as the directors may determine. The exercise price for all Share Options awarded to you will be derived from the trading price of American Depositary Shares representing ordinary shares ( ADSs ) on Nasdaq on or around the date they are awarded, and, where applicable, will be expressed in pounds sterling by translating the relevant ADS price from US dollars into pounds sterling at such translation rate on or around the date of the award of the relevant Share Options as the directors deem appropriate.
Such adjustments as the directors, in their reasonable opinion, consider to be fair and appropriate will be applied to the operation of this paragraph 4.5 in the event of a variation in the share capital of the Company. All Share Options awarded to you will be subject to the terms and conditions of the Company s 2015 Share Option Scheme (as amended from time to time). If you are a U.S. taxpayer, the exercise price for all Share Options awarded to you and the other terms and conditions of the option grants shall comply with Section 409A of the Internal Revenue Code (of the United States) and the regulations and written guidance promulgated thereunder for options that are intended to be exempt from the application of Section 409A.
5. OUTSIDE INTERESTS
5.1 You have already disclosed to the Board the significant commitments you have outside of your role in the Company. You must inform the chairman and the company secretary in advance of any changes to these commitments. In certain circumstances, you may have to seek the Board s agreement before accepting further commitments which either might give rise to a conflict of interest or a conflict with any of your duties to the Company.
5.2 It is accepted and acknowledged that you have business interests other than those of the Company and have declared any conflicts that are apparent at present. If you become aware of any further potential or actual conflicts of interest, these should be disclosed to the chairman and company secretary as soon as you become aware of them and again you may have to seek the agreement of the Board.
5.3 During the appointment you agree that you will not, without the prior consent of the Board, directly or indirectly be employed, engaged, concerned or interested in any other business or undertaking or be involved in any activity which the Board reasonably considers may be, or become, harmful to the interests of the Company or any Group Company or which might reasonably be considered to interfere with the performance of your duties as a non-executive director. Notwithstanding the above, this clause shall not prohibit you from holding (directly or through nominees) investments listed on any recognised stock exchange as long as not more than 1 per cent of the issued shares or other securities of any class of any one company shall be so held.
6.1 You acknowledge that all Confidential Information acquired during your appointment should not be released, communicated or disclosed to third parties or used for any reason other than in the interests of the Company, either during your appointment or following termination (by whatever means), without prior clearance from the chairman.
6.2 In particular, during your appointment (except in the proper performance of your duties) or at any time (without limit) after the termination of the appointment, you agree not to:
6.2.1 divulge or communicate to any person, company, business entity or other organisation;
6.2.2 use for your own purposes or for any purposes other than those of the Company or any Group Company; or
6.2.3 through any failure to exercise due care and diligence, permit or cause any unauthorised disclosure of;
any Confidential Information, provided that these restrictions shall cease to apply to any information which shall become available to the public generally (otherwise than through an unauthorised disclosure by you or any other person on your behalf).
6.3 For the purposes of this appointment, Confidential Information shall mean, in relation to the Company or any Group Company:
6.3.1 trade secrets;
6.3.2 information relating to research activities, inventions, discoveries, secret processes, designs, know how, technical specifications and processes, formulae, intellectual property rights, computer software, product lines and any other technical information relating to the creation, production or supply of any past, present or future product or service;
6.3.3 any inventions or improvements which you may make or discover during your appointment;
6.3.4 any information relating to the business or prospective business;
6.3.5 details of suppliers, their services and their terms of business;
6.3.6 details of customers and their requirements, the prices charged to them and their terms of business;
6.3.7 pitching material, marketing plans and sales forecasts of any past, present or future products or services;
6.3.8 information relating to the business, corporate plans, management systems, accounts, finances and other financial information, results and forecasts (save to the extent that these are included in published audited accounts);
6.3.9 proposals relating to the acquisition or disposal of a company or business or any part thereof;
6.3.10 proposals for expansion or contraction of activities, or any other proposals relating to the future;
6.3.11 details of employees and officers and of the remuneration and other benefits paid to them;
6.3.12 information given in confidence by clients, customers, suppliers or any other person;
6.3.13 any other information which you are notified is confidential; and
6.3.14 any other information which the Company (or relevant Group Company) could reasonably be expected to regard as confidential, whether or not such information is reduced to a tangible form or marked in writing as confidential , including but not limited to, information which is commercially sensitive, which comes into your possession by virtue of your appointment and which is not in the public domain and all information which has been or may be derived or obtained from any such information.
For the avoidance of doubt, these restrictions shall not apply to any information which shall become available to the public generally (otherwise than through an unauthorised disclosure by you or any other person on your behalf).
6.4 Furthermore, you acknowledge that all notes, memoranda, records, lists of customers and suppliers and employees, correspondence, documents, computer and other discs and tapes, data listings, databases, codes, designs and drawings and any other documents and material whatsoever (whether made or created by you or otherwise) relating to the business of the Company and any Group Company (and any copies of the same) or which is created or stored on the Company s or your equipment and/or systems:
6.4.1 shall be and remain the property of the Company or the relevant Group Company; and
6.4.2 shall be handed over to the Company or the relevant Group Company on demand and in any event on the termination of your appointment.
6.5 You acknowledge the need to hold and retain Company information (in whatever format you may receive it) under appropriately secure conditions.
6.6 Nothing in this paragraph 6 shall prevent you from disclosing information which you are entitled to disclose under the Public Interest Disclosure Act 1998, provided that the disclosure is made in accordance with the provisions of that Act.
7.1 You acknowledge the need to have regard to the requirements under both law and regulation as to the disclosure of inside information, in particular to section 52 of the Criminal Justice Act 1993 on insider dealing. You should avoid making any statements
that might risk a breach of these requirements. If in doubt, please contact the company secretary.
7.2 During your period of appointment, you are required to comply with and procure, so far as you are able, that your spouse or civil partner and dependent children (if any) or any trust in which you or your spouse or civil partner or dependent children may be concerned or interested as a trustee or beneficiary, comply with any code of conduct relating to securities transactions by directors and senior employees adopted by the Company or any Group Company from time to time.
7.3 During your period of appointment, you are required to promptly give the Company such information as the Company or any Group Company may require to enable it to comply with its legal and regulatory obligations whether to any securities or investment exchange or regulatory or governmental body to which any Group Company is, from time to time, subject (including Nasdaq) or howsoever arising.
7.4 During your period of appointment, you are required to comply with: