Full Press Release Details
COHERUS BIOSCIENCES, INC.
EXECUTIVE CHANGE IN CONTROL AND SEVERANCE
(AND SUMMARY PLAN DESCRIPTION)
EFFECTIVE APRIL 5, 2017
This Coherus BioSciences, Inc. Executive Change in Control and Severance Plan (this Plan ) was established effective as
of April 5, 2017 (the Effective Date ). The purpose of this Plan is to provide severance benefits to certain employees of Coherus BioSciences, Inc. (the Company ) whose employment with the Company is
terminated in connection with a Change in Control (as defined below).
This Plan is an employee welfare benefit plan subject to the
Employee Retirement Income Security Act of 1974, as amended ( ERISA ). This Plan document is also the summary plan description of this Plan. References in this Plan to You or Your are references to an
employee of the Company.
1. General Eligibility. The eligible employees in this Plan (the Covered
Employees ) shall be (i) the employees of the Company who are at levels at or above Vice President (the Officers ) and (ii) the employees of the Company at the level of Executive Director (the Executive
2. Covered Termination Other Than During a Change in Control Period. If you are an
Officer and you experience a Covered Termination (as defined below) other than during a Change in Control Period (as defined below), then subject to your delivery to the Company of a general release of all claims against the Company and its
affiliates (a Release ) that becomes effective and irrevocable within sixty (60) days (or such shorter period specified by the Company) following the date of your Covered Termination, then, in addition to any accrued but
unpaid salary, wages, vacation and other amounts required by applicable law, you will be entitled to receive the following benefits described in this Section 2.
a. Severance Payment. You will be entitled to receive continued payment of your base salary during the Severance
Period (as defined below), such payment to be made in accordance with the Company s standard payroll procedures with the first such continued salary payment to be made to you on the first payroll date following the date the Release becomes
effective and irrevocable and with the first such payment to include any installments not made due to the Release not yet being effective and irrevocable.
b. Continued Healthcare. If you elect to receive continued healthcare coverage pursuant to the provisions of the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ( COBRA ), the Company shall directly pay, or reimburse you for, the premium for you and your covered dependents through the earlier of (i) the last day of the
Severance Period and (ii) the date you and your covered dependents, if any, become eligible for healthcare coverage under another employer s plan(s). After the Company ceases to pay premiums pursuant to the preceding sentence, you may, if
eligible, elect to continue healthcare coverage at your own expense in accordance the provisions of COBRA. Notwithstanding the foregoing, if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of
the continuation coverage period to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover you or
your covered dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an
amount equal to each remaining Company subsidy shall thereafter be paid to you in substantially equal monthly installments over the Severance Period (or remaining portion thereof).
c. Equity Awards. Each outstanding Company equity award, including
without limitation, each stock option and restricted stock unit award, that you hold as of the date of your Covered Termination will vest and, if applicable, become exercisable to the same extent such equity award would have vested had you continued
to remain employed by the Company during the Severance Period.
3. Covered Termination During a Change in
Control Period. If you are a Covered Employee and you experience a Covered Termination during a Change in Control Period, then subject to your delivery to the Company of a Release that becomes effective and irrevocable within sixty
(60) days (or such shorter period specified by the Company) following the date of your Covered Termination, then, in addition to any accrued but unpaid salary, wages, vacation and other amounts required by applicable law, you will be entitled
to receive the following benefits described in this Section 3.
a. Severance Payment. If you are an
Officer, you will be entitled to receive the aggregate amount of base salary you would have received during the CiC Severance Period (as defined below), at the then-current rate in effect, had you remained employed by the Company during the CiC
Severance Period, payable in a cash lump sum, less applicable withholdings, on the first payroll date following the date the Release becomes effective.
b. Continued Healthcare. If you are an Officer and you elect to receive continued healthcare coverage pursuant
to the provisions of COBRA, the Company shall directly pay, or reimburse you for, the premium for you and your covered dependents through the earlier of (i) the last day of the CiC Severance Period and (ii) the date you and your covered
dependents, if any, become eligible for healthcare coverage under another employer s plan(s). After the Company ceases to pay premiums pursuant to the preceding sentence, you may, if eligible, elect to continue healthcare coverage at your own
expense in accordance the provisions of COBRA. Notwithstanding the foregoing, if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the
application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover you or your covered dependents under its group health plans,
or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall
thereafter be paid to you in substantially equal monthly installments over the CiC Severance Period (or remaining portion thereof).
c. Equity Awards. Each outstanding Company equity award, including without limitation, each stock option and
restricted stock unit award, that you hold as of the date of your Covered Termination will vest and, if applicable, become exercisable, as to 100% of the shares underlying such equity award.
4. Certain Reductions. Notwithstanding anything herein to the contrary, the Company shall reduce your severance
benefits under this Plan, in whole or in part, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to you by the Company in connection you re your termination, including but not limited to payments or
benefits pursuant to (a) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act, or (b) any Company agreement, arrangement, policy or practice relating to your termination of
employment with the Company. The benefits provided under this Plan are intended to satisfy, to the greatest extent possible, any and all statutory obligations that may arise out of your termination of employment. Such reductions shall be applied on
a retroactive basis, with severance benefits previously paid being recharacterized as payments pursuant to the Company s statutory obligation.
5. Definitions. For the purposes of this Plan, the following terms
shall have the following meanings:
a. Cause means (i) your gross negligence or willful
misconduct in the performance of your duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company or any of its subsidiaries or successors;
(ii) your repeated or unjustified absence from the Company; (iii) your commission of any act of fraud, embezzlement or similar misconduct with respect to the Company; (iv) your conviction of a felony or a crime involving moral
turpitude causing material harm to the standing and reputation of the Company; (v) your material breach of any written agreement you have with the Company that remains uncured more than ten (10) days after notification thereof by the
Company, including without limitation your misappropriation or misuse of the Company s intellectual property under the Proprietary Information and Inventions Agreement entered into between you and the Company; (vi) your failure to perform
your assigned duties or responsibilities (other than a failure resulting from your disability) after written notice thereof from the board of directors of the Company (the Board ) describing your failure to perform such duties or
responsibilities and your failure to remedy such performance within thirty (30) days of receiving such notice; or (vii) your violation of any federal or state law or regulation applicable to the Company s business.
b. Change in Control shall mean the occurrence, in a single transaction or in a series of related
transactions, of any one or more of the following events: (i) a transaction or series of transactions (other than an offering of the Company s common stock to the general public through a registration statement filed with the Securities
and Exchange Commission) whereby any person or related group of persons (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange
Act )) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a person that, prior to such transaction, directly or indirectly controls, is controlled
by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more
than 50% of the total combined voting power of the Company s securities outstanding immediately after such acquisition; or (ii) during any period of two consecutive years, individuals who, at the beginning of such period, constitute the
Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 5.b(i) or 5.b(iii)) whose election by the Board or
nomination for election by the Company s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) the consummation by the Company (whether directly
involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the
Company s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: (1) which results in the Company s voting securities
outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly,
the Company or owns, directly or indirectly, all or substantially all of the Company s assets or otherwise succeeds to the business of the Company (the Company or such person, the Successor Entity )) directly or indirectly, at
least a majority of the combined voting power of the Successor Entity s outstanding voting securities immediately after the transaction, and (2) after which no person or group beneficially owns voting securities representing 50% or more of
the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 5.b(iii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a
result of the voting power held in the Company prior to the consummation of the transaction. Notwithstanding the foregoing, a Change in Control must also constitute a change in control event as defined in Treasury Regulation Section 1.409A-3(i)(5).
c. Change in Control Period means the twelve
(12) month period commencing on a Change in Control.
d. CiC Severance Period means that
period of time commencing upon your termination of employment and ending such number of months thereafter as set forth below:
(1) If you are the Chief Executive Officer of the Company, twenty-four (24);
(2) If you are the Chief Financial Officer, Chief Medical Officer, Chief Operating Officer, Chief
Scientific Officer or Chief Technical Officer of the Company, twelve (12);
(3) If you are at the
level of Executive Vice President, twelve (12);
(4) If you are at the level of Senior Vice
President, nine (9); or
(5) If you are at the level of Vice President, six (6).
For the avoidance of doubt, if you are an Executive Director, no CiC Severance Period applies.
e. Constructive Termination means your resignation from employment with the Company that is
effective within one-hundred twenty (120) days after the occurrence, without your written consent, of any of the following: (i) a material diminution in your base compensation that is not
proportionately applicable to other officers and key employees of the Company generally; (ii) a material diminution in your job responsibilities or duties; (iii) the relocation of your principal office to a facility or a location more than
fifty (50) miles from your then-present principal office location; or (iv) the failure by any successor entity or corporation following a Change in Control to assume the obligations under this Plan. Notwithstanding the foregoing, a
resignation shall not constitute a Constructive Termination unless you provide written notice to the Company on the condition(s) giving rise to Constructive Termination within ninety (90) days following the initial occurrence of
such condition(s), the condition(s) giving rise to such resignation continue uncured by the Company more than thirty (30) days following receipt of your written notice and such resignation is effective within thirty (30) days following the
end of the Company s cure period.
f. Covered Termination means (i) the termination of
your employment by the Company other than for Cause or (ii) your Constructive Termination, in each case, that, to the extent necessary, constitutes a Separation from Service (as defined below).
g. Plan Administrator means the Board or any committee designated by the Board to administer the
h. Severance Period means that period of time commencing upon your termination of
employment and ending such number of months thereafter as set forth below:
(1) If you are the Chief