Exhibit 10.1


 





EXECUTIVE EMPLOYMENT AGREEMENT


 


 


THIS EXECUTIVE EMPLOYMENT
AGREEMENT (the “Agreement”) is entered into as of August 4, 2017, by and between Iovance Biotherapeutics, Inc.,
a Delaware corporation (the “Company”), and Timothy Morris (“Executive”) (either party individually,
a “Party”; collectively, the “Parties”).


 


WHEREAS, the Company
desires to employ Executive to serve as the Company’s Chief Financial Officer;


 


WHEREAS, the Parties
desire to enter into this Agreement to set forth the terms and conditions of Executive’s employment by the Company and to
address certain matters related to Executive’s employment with the Company;


 


WHEREAS, both the Company
and the Executive have read and understood the terms and provisions set forth in this Agreement, and Executive acknowledges Executive
has been afforded a reasonable opportunity to review this Agreement with Executive’s legal counsel to the extent desired;


 


NOW, THEREFORE, in
consideration of the foregoing, the promises and obligations set forth below and for other good and valuable consideration, the
receipt of which is hereby acknowledged by the Parties, the Company and Executive agree and intend to be legally bound, as follows:


 


1.       Effective
Date. Effective August 14, 2017 (the “Effective Date”), the Company hereby employs Executive, and Executive hereby
accepts such employment, upon the terms and conditions set forth herein.


 


2.       Position
and Duties.


 


2.1       Position.
The Company agrees to employ Executive in the position of Chief Financial Officer reporting to the Chief Executive Officer. The
Executive shall have the duties and responsibilities consistent with the office of a Chief Financial Officer of a publicly traded
corporation, and such other duties and responsibilities as determined from time to time by the Company, including but not limited
to the Chief Executive Officer. Executive shall perform faithfully and diligently such duties as are reasonable and customary for
Executive’s position, as well as such other duties as the Company and/or Chief Executive Officer shall reasonably assign
from time to time. Executive shall perform his duties in the Company’s offices in San Carlos, California subject to customary
travel as reasonably required.


 


2.2       Best
Efforts/Full-Time.


 


2.2(a) Executive understands
and agrees that Executive will faithfully devote Executive’s best efforts and substantially all of his time during normal
business hours to the faithful and loyal performance of his job duties to the Company (except for permitted vacation periods and
reasonable periods of illness or other incapacity). Executive will abide by all policies duly adopted by the Company, as well as
all applicable federal, state and local laws, regulations or ordinances. Executive will act in a manner that Executive reasonably
believes to be in the best interest of the Company at all times. Executive further understands and agrees that Executive has a
fiduciary duty of loyalty to the Company to the extent provided by applicable law and that Executive will take no action which
materially harms the business, business interests, or reputation of the Company.


 






     


     


    

 


2.2(b) Executive agrees
that Executive shall not, directly or indirectly, (i) engage or participate in any outside activity that would, or may be perceived
to, conflict with the best interests of the Company or Executive’s duties to the Company, or (ii) provide services to or
invest in any corporation or entity that competes or intends to compete with the business of the Company.


 


2.2(c) Notwithstanding
the foregoing, nothing herein shall prohibit Executive from (i) serving, with the prior written consent of the Company, as a member
of the board of directors of an entity engaged solely in charitable activities or community affairs, provided that, such activity
shall be limited by Executive so as not to interfere with the performance of Executive’s duties and responsibilities hereunder;
(ii) owning, as a passive investment, less than 1% of capital stock of any corporation listed on the national securities exchange
or a publicly traded over-the-counter market; or (iii) engaging in any other manner of employment, consulting or other business
activity with the written consent of the Company, the Chief Executive Officer, or as approved by the Company’s Board of Directors
or a committee thereof (collectively, the “Board”).  The parties agree that during the term of this Agreement,
Executive may serve as a board member of two organizations other than the Company, provided that such service does not require
him to perform more than 16 hours of work per month including travel or preparation for such board meetings. The Executive’s
service on such other board is subject to the Executive disclosing the name of the organization for which he serves as a board
member to the Company. Such service is subject to the approval of the Company’s Chief Executive Officer, and/or the Board.
To the extent Executive wishes to serve on an organization’s board where he currently does not serve, he must obtain agreement
from the Company’s Chief Executive Office and/or the Board.


 


3.       At-Will
Employment. Executive’s employment with the Company will be “at-will” and will not be for any specific period
of time. As a result, Executive is free to resign at any time, for any or no reason, as Executive deems appropriate. The Company
will have a similar right and may terminate Executive’s employment at any time, with or without cause. Executive’s
and the Company’s respective rights and obligations at the time of termination are outlined below in Section 6 of this Agreement.


 


4.       Compensation.


 


4.1       Base
Salary. As compensation for the performance of all duties to be performed by Executive hereunder, the Company shall pay to
Executive a base salary of $450,000 per year, less applicable deductions for state and federal withholding tax, social security
and all other employment taxes and authorized payroll deductions, payable on a prorated basis as it is earned, in accordance with
the normal payroll practices of the Company (the “Base Salary”).


 


4.2       Stock
Options. As of the Effective Date, Executive shall receive stock options to purchase an aggregate of 250,000 shares of the
Company’s common stock. To the extent legally permitted, the stock options shall be incentive stock options. The stock options
will have an exercise price equal to the closing trading price of the common stock on the Effective Date. Provided that Executive
is still employed with the Company on the following dates, the foregoing stock options will vest in installments as follows: (i)
Options for the purchase of one-third of the 250,000 shares shall vest on one year anniversary of the Effective Date; and (ii)
the remaining stock options shall vest as to one-twelfth of 250,000 shares at the end of each quarter over the next two years,
commencing with the first quarter following the first anniversary of the Effective Date. Upon the termination of Executive’s
employment with the Company, except as provided herein, the unvested options will be forfeited and returned to the Company.


 






     


     


    

 


4.3       Incentive
Compensation. Executive will be eligible to participate in the Company’s annual incentive compensation program (“Incentive
Plan”) applicable to executive employees, as approved by the Board (the year in which the program is implemented, the
“Plan Year”). The Incentive Compensation shall be paid in accordance with the terms and conditions outlined
in the Incentive Plan and based upon the achievement of certain goals, objectives, and other metrics as decided by the Board. The
maximum potential amount payable to Executive under the Incentive Plan, if earned, shall be 40% of Executive’s Base Salary
earned during the applicable calendar year. Compensation under the Incentive Plan (“Incentive Compensation”)
will be conditioned on the satisfaction of individual and Company objectives, as established in writing by the Company. No Incentive
Compensation will be payable to Executive to the extent Executive is not employed on the Incentive Compensation payment date. The
payment of any Incentive Compensation pursuant to this Section 4.3 is in the sole discretion of the Board, in accordance with the
Incentive Plan, and shall be made in accordance with the normal payroll practices of the Company, less required deductions for
state and federal withholding tax, social security and all other employment taxes and authorized payroll deductions.


 


4.4       Performance
Review. The Company will periodically review Executive’s performance on no less than an annual basis and may increase
(but not decrease) Executive’s salary or other compensation, as it deems appropriate in its sole and absolute discretion
and with any necessary Board approval requirements.


 


4.5       Customary
Fringe Benefits. Executive understands and agrees that certain employee benefits may be provided to the Executive by the Company
incident to the Executive's employment. Executive will be eligible for all customary and usual fringe benefits generally available
to executive employees and all other employees of the Company subject to the terms and conditions of the Company’s benefit
plan documents. Executive understands and agrees that any employee benefits provided to the Executive by the Company incident to
the Executive's employment (other than Base Salary, Incentive Compensation and any applicable Severance Payment) are provided solely
at the discretion of the Company and may be modified, suspended or revoked at any time, without notice or the consent of the Executive,
unless otherwise provided by law. Moreover, to the extent that these benefits are provided pursuant to policies or plan documents
adopted by the Company, Executive acknowledges and agrees that these benefits shall be governed by the applicable employment policies
or plan documents. The benefits to be provided to Executive shall include group health insurances and participation in a 401(k)
plan. Executive will be eligible to receive paid time off benefits in the form of vacation, sick and holidays. The amount, eligibility
and extent of these benefits shall be governed by the Company’s applicable policy in effect and as amended from time to time
and in compliance with applicable law.


 


4.6       Business
Expenses. Executive will be reimbursed for all reasonable and necessary out- of-pocket business expenses incurred in the performance
of Executive’s duties on behalf of the Company, including travel-related expenses. To obtain reimbursement, Executive shall
provide the Company with reasonable documentation and receipts establishing the amount and nature of such expenses. Executive shall
comply with such reasonable budget limitations and pre-approval, approval, and reporting requirements with respect to expenses
as the Company may establish from time to time.


 






     


     


    

 


5.       Confidentiality
and Proprietary Agreement. Executive agrees to abide by the Company’s Employee Proprietary Information and Inventions
Agreement (the “Non-Disclosure Agreement”), which Executive has signed and is incorporated herein by reference.


 


6.       Termination
of Executive’s Employment.


 


6.1       Termination
for Cause by the Company. The Company may terminate Executive’s employment immediately at any time and without notice
for “Cause.” For purposes of this Agreement, “Cause” shall mean (i) a material breach by Executive of this
Agreement or the Non-Disclosure Agreement; (ii) the death of Executive or his disability resulting in his inability to perform
his reasonable duties assigned hereunder for a period of 180 days; (iii) Executive’s theft, dishonesty, or falsification
of any Company documents or records; (iv) Executive’s improper use or disclosure of the Company’s confidential or proprietary
information; (v) Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act which impairs
Executive’s ability to perform his duties hereunder or which in the Board’s judgment may materially damage the business
or reputation of the Company; (vi) failure or refusal to comply with reasonable and lawful Company policies and procedures; or
(vii) Executive’s failure and/or inability to comply with or meet the requirements of any performance improvement plan reasonably
provided to Executive by the Chief Executive Officer and/or the Board; provided, however, that prior to termination for
cause arising under clause (i), Executive shall have a period of ten days after written notice from the Company to cure the event
or grounds constituting such cause. Any notice of termination provided by Company to Executive under this Section 6.1 shall identify
the events or conduct constituting the grounds for termination with sufficient specificity so as to enable Executive to take steps
to cure, if curable, the same if such default is a material breach by Executive of this Agreement or the Non-Disclosure Agreement.
In the event Executive’s employment is terminated in accordance with this subsection 6.1, Executive shall be entitled to
receive only the Base Salary, prorated to the date of termination. All other obligations of the Company to Executive pursuant to
this Agreement will be automatically terminated and completely extinguished.


 


6.2       Termination
Without Cause by The Company/Separation Package. The Company may terminate Executive’s employment under this Agreement
without Cause (as defined in Section 6.1 above) at any time on thirty (30) days’ advance written notice to Executive. In
the event of such termination, Executive will receive Executive’s Base Salary through the date of termination. Upon such
termination of employment without Cause, Executive will be eligible to receive a “Severance Payment” equivalent
to six months of Executive’s then Base Salary, payable in full within thirty (30) days after termination, provided that Executive
first satisfies the Severance Conditions. For purposes of this Agreement, the “Severance Conditions” are defined
as (1) Executive’s execution and non- revocation of a full general release, and such release has become effective in accordance
with its terms prior to the 30th day following the termination date; and (2) Executive’s reaffirmation of Executive’s
commitment to comply, and actual compliance, with all surviving provisions of this Agreement, as well as any other agreements concerning
his employment with and separation from employment, including without limitation, and confidentiality and proprietary information
agreements. Following payment of the Severance Payment, Base Salary, and any benefits required to be paid in accordance with applicable
benefit plans through the date of termination, all other obligations of the Company to Executive pursuant to this Agreement will
be automatically terminated and completely extinguished.


 






     


     


    

 


6.3       Termination
Upon a Change of Control. For purposes of this Agreement, “Change of Control” shall mean: (1) a merger or
consolidation or the sale or exchange by the stockholders of the Company of capital stock of the Company, where the stockholders
of the Company immediately before such transaction do not obtain or retain, directly or indirectly, at least a majority of the
beneficial interest in the voting stock or other voting equity of the surviving or acquiring corporation or other surviving or
acquiring entity, in substantially the same proportion as before such transaction; (2) any transaction or series of related transactions
to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred; or
(3) the sale or exchange of all or substantially all of the Company’s assets (other than a sale or transfer to a subsidiary
of the Company as defined in section 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”)),
where the stockholders of the Company immediately before such sale or exchange do not obtain or retain, directly or indirectly,
at least a majority of the beneficial interest in the voting stock or other voting equity of the corporation or other entity acquiring
the Company’s assets, in substantially the same proportion as before such transaction; provided, however, that a Change
of Control shall not be deemed to have occurred pursuant to any transaction or series of transactions relating to a public or private
financing or re-financing, the principal purpose of which is to raise money for the Company’s working capital or capital
expenditures and which does not result in a change in a majority of the members of the Board. If, within six (6) months immediately
preceding a Change of Control or within twelve (12) months immediately following a Change of Control, the Executive’s employment
is terminated by the Company for any reason other than Cause, then the Executive shall be entitled to receive the following compensation,
provided that Executive first satisfies the Severance Conditions: (i) the Severance Payment set forth in Section 6.2, (ii) a second
severance payment equal to six months of Executive’s then Base Salary and the Executive’s prorated Incentive Compensation,
payable in full within thirty (30) days after termination, and (iii) any then time-based unvested stock options granted to Executive
by the Company will become fully vested on the last day of Executive’s employment with the Company, and Executive shall have
three months from the date for termination within which to exercise his vested options. Following payment of the Severance Payment,
Base Salary, and any benefits required to be paid in accordance with applicable benefit plans through the date of termination,
all other obligations of the Company to Executive pursuant to this Agreement will be automatically terminated and completely extinguished.


 


6.4       Resignation.
Executive shall have the right to terminate this Agreement at any time, for any reason, by providing the Company with thirty (30)
days written notice, provided, however, that subsequent to Executive’s resignation, Executive shall be required to comply
with all surviving provisions of this Agreement. Executive shall not be entitled to any Severance Pay. Executive will only be entitled
to receive Executive’s Base Salary earned up to the date of termination. Notwithstanding the foregoing, Executive has the
right upon thirty (30) days written notice to the Company to terminate Executive’s employment for “Good Reason”
due to occurrence of any of the following: (i) a material adverse change in Executive’s title, duties or responsibilities;
(ii) any failure by the Company to pay, or any reduction by Company of, the base salary or any failure by Company to pay any Incentive
Compensation to which Executive is entitled pursuant to Section 4; (iii) the Company creates a work environment designed to constructively
terminate Executive or to unlawfully harass or retaliate against Executive; or (iv) a Change of Control occurs in which the Company
is not the surviving entity and the surviving entity fails to offer Executive an executive position at a compensation level at
least equal to Executive’s then compensation level under this Agreement. In the event that Executive terminates his employment
for Good Reason, then Executive shall be entitled to receive the Base Salary, and Severance Payment as if Executive were terminated
by the Company without Cause under Section 6.2, subject to Executive’s compliance with all of the Severance Conditions.


 






     


     


    

 


6.5       Application
of Section 409A.


 


6.5(a) Notwithstanding
anything set forth in this Agreement to the contrary, no amount payable pursuant to this Agreement which constitutes a “deferral
of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section
409A Regulations”) shall be paid unless and until Executive has incurred a “separation from service” within
the meaning of the Section 409A Regulations.


 


6.5(b) Company intends
that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. The
provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A
of the Code. However, Company does not guarantee any particular tax effect for income provided to Executive pursuant to this
Agreement. In any event, except for Company’s responsibility to withhold applicable income and employment taxes from
compensation paid or provided to Executive, Company shall not be responsible for the payment of any applicable taxes on compensation
paid or provided to Executive pursuant to this Agreement.


 


6.5(c) Furthermore, to
the extent that Executive is a “specified employee” within the meaning of the Section 409A Regulations as of the date
of Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable on account
of Executive’s separation from service shall be paid to Executive before the date (the “Delayed Payment Date”)
which is first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of
Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable
prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.


 


6.5(d) Notwithstanding
anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be
subject to the following conditions: (i) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall
not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (ii) the reimbursement of eligible
expenses or in-kind benefits shall be made promptly, subject to Company’s applicable policies, but in no event later than
the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits
shall not be subject to liquidation or exchange for another benefit.


 


6.5(e) For purposes of
Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series
of separate payments.


 


7.       Employment
and Post-Employment Covenants.


 


7.1       Non-Solicitation.
Executive agrees that during a period of 12 months following the termination of the Executive’s employment (the “Restrictive
Period”), Executive shall not (a) solicit or in any manner encourage, either directly or indirectly, any existing employee
of the Company to leave the Company for any reason; nor will he interfere in any other manner with the employment or business relationships
at the time existing between the Company and its current or prospective employees or consultants; or (b) induce or attempt to induce
any customer, supplier, distributor, licensee or other business affiliate of the Company to cease doing business with the Company
or in any way interfere with the existing business relationship between any customer, supplier, distributor, licensee or other
business affiliate and the Company.


 






     


     


    

 


7.2       Non-Disparagement.
Executive agrees, at all times following the Effective Date, not to, directly or indirectly, on his behalf or on behalf of any
other person or entity, (a) take any action which is intended, or could reasonably be expected, to harm, disparage, defame, slander,
or lead to unwanted or unfavorable publicity for the Company, its subsidiaries or any of their respective affiliates, or its or
their respective equity holders, directors, officers, members, managers, partners, employees, representatives or agents, or otherwise
take any action which could reasonably be expected to detrimentally affect the reputation, image, relationships or public view
of any such person or entity or (b) attempt to do any of the foregoing, or assist, entice, induce or encourage any other person
or entity to do or attempt to do any activity which, were it done by Executive, would violate any provision of this Section 7.2;
provided, however, that Executive shall not be prohibited by this Section 7.2 from making truthful statements (i) when required
by order of a court or other body of competent jurisdiction or as required by law or (ii) solely within the context of seeking
judicial enforcement of legal or contractual rights against a person or entity.


 


7.3       Remedies.
Executive acknowledges that the duration of the Restrictive Period is fair is reasonably required for the protection of the Company's
business interests, including its goodwill. The Executive (a) acknowledges that his failure to comply with any requirement of this
Section 7 this Agreement will cause the Company irreparable harm and that a remedy at law for such a failure would be an inadequate
remedy; and (b) consents to the Company's obtaining from a court having jurisdiction specific performance, an injunction, a restraining
order or any other equitable relief in order to enforce any such provision. The right to obtain such equitable relief shall be
in addition to, and not in lieu of, any other remedy to which the Company is entitled under applicable law (including, but not
limited to, monetary damages).


 


8.       General
Provisions.


 


8.1       Successors
and Assigns. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding
upon the successors and assigns of the Company. Executive shall not be entitled to assign any of Executive’s rights or obligations
under this Agreement.


 


8.2       Waiver.
Either party's failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision,
or prevent that party thereafter from enforcing each and every other provision of this Agreement.


 


8.3       Attorney’s
Fees. In the event of any dispute or claim relating to or arising out of Executive’s employment relationship with Company,
this Agreement, or the termination of Executive’s employment with Company for any reason, the prevailing party in any such
dispute or claim shall be entitled to recover its reasonable attorney’s fees and costs.


 


8.4       Severability.
In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction,
such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being
intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification
is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity
and enforceability of the remaining provisions shall not be affected thereby.


 


8.5       Interpretation;
Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this
Agreement. Executive has participated in the negotiation of the terms of this Agreement. Furthermore, Executive acknowledges that
Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore,
the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement.


 






     


     


    

 


8.6       Governing
Law. This Agreement will be governed by and construed in accordance with the laws of the United States and the internal laws
of the State of California.


 


8.7       Notices.
Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given
as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt;
(c) by telecopy, facsimile transmission, or electronic transmission such as e-mail, upon acknowledgment of receipt of electronic
transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent
to the addresses set forth below each party’s signature, or such other address as either party may specify in writing.


 


8.8       Entire
Agreement. This Agreement constitutes the entire agreement between the Parties relating to this subject matter and supersedes
all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may
be amended or modified only with the written consent of Executive and the Company. No oral waiver, amendment or modification will
be effective under any circumstances whatsoever.


 


 


[Execution Page Follows]


 




     


     


    

 


THE PARTIES TO THIS AGREEMENT HAVE READ
THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS
AGREEMENT AS SHOWN BELOW.


 


	 	EXECUTIVE:
	 	 	 
	 	/s/ TIMOTHY MORRIS	 
	 	Timothy Morris
	 	 	 
	 	Address:
	 	 	 
	 	Danville, CA 
	 	 	 
	 	 	 
	 	 	 
	 	COMPANY:
	 	 	 
	 	Iovance Biotherapeutics, Inc.
	 	 	 
	 	By:	/s/ MARIA FARDIS	 
	 	 	Maria Fardis
	 	 	President & Chief Executive Officer
	 	 	999 Skyway Road, Suite 150
	 	 	San Carlos, CA 94070