Exhibit 10.10


 


Form of Facet Offer Letter for CEO


 


[Date]


 


Mr. Faheem Hasnain


[Address]


[City, State Zip]


 


Dear Faheem:


 


On behalf of Facet Biotech Corporation (“Facet” or “we”),
I am pleased to extend to you an employment offer for the position of President
and Chief Executive Officer, reporting to our Board of Directors (the “Board”).  Also, you will be appointed to the Board
effective as of the date you become President and Chief Executive Officer.  Your employment with Facet will begin on [                    ]
(the “Employment Date”).


 


You agree that you will devote your full business time and efforts to Facet.  You agree that you will not engage in any
other business or serve in any position with or as a consultant or adviser to
any other corporation or entity (including as a member of such corporation’s or
entity’s board of directors or other governing or advising body), without the
prior written consent of the Board.  Notwithstanding
the foregoing, but only for so long as such activities in the aggregate do not
materially interfere with your duties hereunder or create a business or
fiduciary conflict, you will not be prohibited from (i) participating in
charitable, civic, educational, professional, community or industry affairs
(including membership on boards of directors), (ii) managing your passive
personal investments, and (iii) continuing your service in the positions
that you held as of the date of this offer letter, which positions you have
disclosed to the Board, provided that any such service obligation is not
materially increased beyond what you have disclosed to us.


 


Your monthly base salary for this position (as in effect from time to
time, “Base Salary”) will be $45,833.33 ($550,000/annually), less
applicable taxes and withholdings, and will be payable in accordance Facet’s
payroll procedures.  Your Base Salary
shall be reviewed each year but will not be subject to decrease unless such
decrease is part of an overall reduction effected for executive officers of
Facet.  Your annual target bonus will be
set at 75% of your annual Base Salary. 
Your bonus with respect to 2008 service will be prorated based on your
start date with PDL BioPharma, Inc. (“PDL”) and based on your
contribution to PDL’s and Facet’s achievement of 2008 goals and objectives during
2008 and your individual performance during this period as determined by the by
the Board or the Compensation Committee of the Board.  Your annual bonus payout and the


 

















 


applicable performance goals for subsequent years will be determined
annually by the Board or the Compensation Committee.


 


In lieu of your participation in the Facet relocation policy applicable
to your position with Facet (except as provided in the next sentence),
beginning on the commencement of your employment with Facet and ending on the
earlier of the date of your termination of employment with Facet or the second
anniversary of the date of your commencement of employment with PDL, Facet will
pay to you a monthly housing allowance of $6,000.00 (except to the extent of
any such housing allowance pre-paid by PDL). 
In addition, Facet will reimburse you for reasonable moving expenses
from you current residence in San Diego, California to the San Francisco Bay
area in accordance with Facet’s relocation policy applicable to your position
with Facet, reduced by the sum of any such moving expenses reimbursed to you by
PDL.  Any reimbursement of expenses or in-kind benefit you are entitled to
receive pursuant to this paragraph shall be subject to the following: (i) such
reimbursements shall be paid no later than the last day of your taxable year
following the taxable year in which the expense was incurred, (ii) the amount of expenses eligible for
reimbursement, or in-kind benefits to be provided, during any taxable year
shall not affect the expenses eligible for reimbursement, or in-kind benefits
to be provided, in any other taxable year, and (iii) the right
to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.


 


We also offer to our employees other incentive programs and a benefits
package, including a comprehensive medical policy and dental plan, as well as
life insurance coverage, in which you will be eligible to participate in
accordance with company guidelines.


 


The Compensation Committee of the Board will grant to you (i) an
option (the “Facet Option”) to purchase 300,000 shares of common stock
of Facet, reduced pro rata to the extent that you exercise any portion of the
option to purchase shares of common stock of PDL granted to you upon the
commencement of your employment with PDL, with an exercise price per share
equal to the fair market value of a share of our common stock on the grant date,
and (ii) a restricted stock award (the “Facet Stock Award”) for 100,000
shares of common stock of Facet, reduced pro rata to the extent that you vest
in any of the restricted shares of common stock of PDL granted to you upon the
commencement of your employment with PDL. 
The Facet Option and Facet Stock Award will be granted under Facet’s
2008 Equity Incentive Plan (the “Equity Plan”) and will be subject to
your execution of a Notice of Grant of Stock Option and Notice of Grant of
Restricted Stock Award in the forms attached hereto, respectively, and the
terms and conditions of the Equity Plan and applicable award agreement and
Facet’s Retention and Severance Plan (the “Facet Severance Plan”),
subject to your entry into an agreement to participate in the Facet Severance
Plan.  Subject to your continued
employment with Facet, the Facet Option will vest with respect to one-fourth of
the shares one year after the date you started your employment with PDL (the “PDL
Start Date”) and the remainder will vest in 


 


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36 equal monthly increments commencing with the month following the
first anniversary of the PDL Start Date.  Subject to your continued
employment with Facet, the Facet Stock Award will vest with respect to
one-fourth of the shares annually, with the first such installment vesting on
the date one year after the PDL Start Date. 
We expect that the Facet Option and the Facet Stock Award will be
granted approximately 20 trading days after the spin-off of Facet from PDL.  Beginning with the second year following the
commencement of your employment with PDL, you shall be eligible for annual
equity awards in an amount commensurate with your title and position at Facet,
as determined by the Compensation Committee of the Board in its discretion,
taking into account your, PDL’s and Facet’s performance over the preceding
year.


 


Your employment with Facet as President and Chief Executive Officer
will not be for a set term, and you will be an at-will employee.  As a Facet employee, you will be free to
resign at any time, just as we will be free to terminate your employment at any
time, with or without cause.  There will
be no express or implied agreements to the contrary.  Facet will designate you a “Participant” in
the Facet Severance Plan, subject to your entry into an agreement to
participate in such plan.  The Facet
Severance Plan will include, with respect to your participation in such plan, a
“gross-up” payment provision substantially similar to that set forth in Section 6.1
of the PDL BioPharma, Inc. Retention and Severance Plan for Chief
Executive Officer attached as Exhibit B to the offer letter employment
agreement between you and PDL, dated September 17, 2008.  In the event that your employment with Facet
terminates, you will be entitled to receive the applicable benefits provided
under the Facet Severance Plan, subject to its terms and conditions.


 


Facet intends that income provided to you pursuant to this letter
agreement will not be subject to taxation under Section 409A of the
Internal Revenue Code of 1986, as amended. 
The provisions of this letter agreement shall be interpreted and
construed in favor of satisfying any applicable requirements of Section 409A.


 


For purposes of federal immigration law, you will be required to
provide Facet documentary evidence of your identity and eligibility for employment
in the United States.


 


[Remainder of Page Intentionally Blank]


 


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To indicate your acceptance of our offer, please sign and date this
letter in the space provided below and return it, along with a signed copy of
the enclosed Proprietary Information and Invention Assignment Agreement, to                   
in the enclosed envelope.  This letter,
along with the Proprietary Information and Invention Assignment Agreement,
supersedes any prior representations or agreements, whether written or oral,
with respect to our offer of employment to you. 
This letter may not be modified or amended except by a written
agreement, signed by Facet and you.


 


Sincerely,


 


	
  Facet Biotech Corporation

  	
   

  	
  Accepted by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Faheem Hasnain

  
	
  Chairperson of the Board

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  



 


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