Exhibit 10.12


 


AGREEMENT
TO PARTICIPATE IN THE


FACET
BIOTECH CORPORATION


RETENTION
AND SEVERANCE PLAN


Effective December 18, 2008


 


In consideration of the benefits provided by the Facet
Biotech Corporation Retention and Severance Plan (the “Plan”), the undersigned employee of Facet Biotech
Corporation (the “Company”)
and the Company agree that, as of the date written below, the undersigned shall
become a Participant in the Plan and shall be fully bound by and subject to all
of its provisions, subject to the modification of Section 4.1(b)(4) thereof,
titled “Involuntary Termination Absent a Change in Control — Severance Benefits
— Acceleration of Vesting of Equity Awards,” set forth in Appendix A attached
hereto.  All references to a “Participant”
in the Plan shall be deemed to refer to the undersigned.


 


The undersigned employee acknowledges that the Plan
confers significant legal rights and may also constitute a waiver of rights
under other agreements with the Company; that the Company has encouraged the
undersigned to consult with the undersigned’s personal legal and financial
advisors; and that the undersigned has had adequate time to consult with the
undersigned’s advisors before executing this agreement.


 


The undersigned employee acknowledges that he or she
has received a copy of the Plan and has read, understands and is familiar with
the terms and provisions of the Plan. 
The undersigned employee further acknowledges that (1) by accepting
the arbitration provision set forth in Section 13 of the Plan, the undersigned
is waiving any right to a jury trial in the event of any dispute covered by
such provision and (2) except as otherwise established in an employment
agreement between a member of the Company Group and the undersigned, the
employment relationship between the undersigned and the Company Group is an “at-will”
relationship.


 


Executed on December 18, 2008.


 


	
  Participant

  	
   

  	
  Facet Biotech Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Mark McCamish

  	
   

  	
  By: 

  	
  /s/ Francis Sarena

  
	
  Mark McCamish

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Name:

  	
  Francis Sarnea

  
	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Vice President, General
  Counsel and Secretary

  



 


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APPENDIX
A


TO


AGREEMENT TO PARTICIPATE IN THE


FACET BIOTECH CORPORATION


RETENTION AND SEVERANCE PLAN


OF


Mark McCamish


 


For all purposes of the participation of Mark McCamish
in the Facet Biotech Corporation Retention and Severance Plan (the “Plan”), Section 4.1(b)(4) of
the Plan shall be deemed to include the following additional subsection (vi):


 


(vi)                              Additional Acceleration of Vesting of Stock Options Upon Involuntary
Termination Absent a Change in Control Occurring On or Before December 31,
2009.  If the Participant’s
Involuntary Termination Absent a Change in Control occurs on or before December 31,
2009, then the additional vesting of each stock option held by the Participant
to which the Participant is entitled, as determined in accordance with
subsection (i), subsection (ii) or subsection (iii) above,
as applicable, shall be further increased by an amount equal to twenty-five
percent (25%) of the total number of shares originally subject to such stock
option, provided that the resulting total number of vested shares subject to
such stock option shall not exceed one hundred percent (100%) of the total
number of shares originally subject to such stock option.  For the purposes of this subsection, the “total
number of shares originally subject to such stock option” shall take into
account any adjustments for changes in the capital structure of the Company
determined in accordance with the equity award plan and award agreement
governing such stock option.


 


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