Exhibit 10.14


 


December 1, 2008


 


Mr. Faheem Hasnain


[***]


[***]


 


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”).  Your employment with Facet will begin on December 1,
2008 (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 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]


 

















 


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
Gwen Carscadden 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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Francis Sarena

  	
   

  	
  /s/ Faheem Hasnain

  
	
  Francis Sarena

  	
   

  	
  Faheem Hasnain

  
	
  Vice President, General Counsel

  	
   

  	
   

  
	
   

  	
  and Secretary

  	
   

  	
   

  
	
   

  	
   

  	
  December 1, 2008

  
	
   

  	
   

  	
  Date