EX-10.1



 Exhibit 10.1 
  





 
 11975 El Camino Real, #101 

San Diego, CA 92130 

858-792-6300 
 March 6, 2014 

Dear David, 
 On behalf of MEI Pharma, Inc.
(“MEI”), I am pleased to extend to you a full-time position as the Senior Vice President of Corporate Development & General Counsel, reporting to Daniel P. Gold, President and Chief Executive Officer of MEI Pharma, Inc.
Your employment will start effective April 7, 2014 (your “Start Date”). This offer letter sets forth the terms and conditions of your employment. 

Your total compensation package is as follows: 
  

	 	1.	Your compensation category is “exempt” and you will be paid at the rate of $25,000.00 per month ($300,000 annual salary) effective on your Start Date payable in accordance with MEI’s regular payroll
practices (currently, the 15th and the last day of the month). 

  

	 	2.	As of the first of the month after your Start Date (May 1, 2014), you will be eligible to participate in MEI’s current package of benefits, which includes: HSA account, health insurance, vision insurance and 401k.


  

	 	3.	Personal time off (PTO) in accordance with MEI policies, which is currently 20 days per year (but prorated for partial year of employment), with an additional day added for each year of employment, up to a maximum of 25
days of PTO per year. 

  

	 	4.	Paid time off for holidays in accordance with MEI policies – currently 10 days in 2014. 

  

	 	5.	You will be eligible to participate in MEI’s discretionary annual bonus plan starting with the 2015 performance review period (fiscal year 7/1/2014 through 6/30/2015), which is currently targeted at 30% of base
salary. 

 In addition to the compensation and benefits described above, you will receive an initial stock option grant in the amount of
120,000 shares under the MEI Pharma, Inc. Amended and Restated 2008 Stock Omnibus Equity Compensation Plan (“MEI Plan”). The option price will be set at the closing price of MEI’s stock on your Start Date. Shares of MEI’s
stock that are subject to the grant will vest as follows: 1/4th of the shares vest one year from your Start Date and the balance of the shares will vest in 36 equal monthly amounts over the following three years. The stock options otherwise will be
subject to the generally applicable terms of the MEI Plan and the stock option grant agreement pursuant to which the options are granted. 







 There are certain employment termination provisions that will apply to you as follows: 

 

	 	•	 	Voluntary Termination. You may terminate your employment voluntarily at any time and for any reason by providing MEI with one months’ advance notice (or such shorter period of notice as MEI may accept). Upon
your voluntary termination of employment (other than for Good Reason as described below), you are eligible to receive only such amounts that you have earned but that have not yet been paid to you and you will not be eligible for any severance pay or
other benefits from MEI. 

  

	 	•	 	Termination for Cause. MEI may terminate your employment for Cause (as defined below). If MEI terminates your employment for Cause, MEI shall not be required to provide you with any advance notice. Upon
termination for Cause, you are eligible to receive only such amounts that you have earned but that have not yet been paid to you and you will not be eligible for any severance pay or other benefits from MEI. 


 

	 	•	 	Termination by MEI Other than for Cause. MEI may terminate your employment other than for Cause. Upon your termination of employment other than for Cause, MEI will make a payment to you in lieu of notice in an
amount equal to nine months of your annual base salary (in effect at the time of termination) and accelerate the vesting of your options so that you will be vested in the same number of shares subject to the options as if you had continued to be
employed by MEI for an additional nine months. Such payment and additional option vesting shall be conditional upon your execution of a customary release of claims in favor of MEI in a form prescribed by MEI. This payment in lieu of notice shall be
paid to you in a single lump sum payment as soon as administratively practicable after the maximum review and revocation period for the release agreement as may be required under applicable law, or such earlier date as determined in MEI’s sole
discretion; provided, that if you fail to execute the release within 60 days following your termination date, you will not be entitled to any payment or additional option vesting. Except for providing you with this payment in lieu of notice and
additional option vesting, you are not eligible for any severance pay or other benefits from MEI. 

  

	 	•	 	Your Termination for Good Reason. You may terminate your employment for Good Reason (as defined below) by providing written notice to MEI within 60 days after the occurrence of the event constituting Good Reason.
The written notice shall contain a detailed description of the event giving rise to your termination for Good Reason. Following the receipt of your notice, MEI shall have a period of 30 days in which it may correct the act or failure to act that
constitutes the grounds for Good Reason as set forth in your notice of termination. If MEI does not correct the act or failure to act, you must terminate your employment for Good Reason within 30 days after the end of the cure period, in order for
the termination to be considered a Good Reason termination. Upon your termination of employment for Good Reason during this 30-day period, you will receive the same payment in lieu of notice and additional option vesting as provided in the event of
a termination by MEI without Cause as described above, provided that the payment and option vesting shall be subject to your execution of a release, also as 


  
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described above. Except for providing you with this payment in lieu of notice and additional option vesting, you are not eligible for any severance pay or other benefits from MEI.



  

	 	•	 	Definitions. For purposes of the termination provisions in this letter, the following terms shall have the following meanings: 


 

	 	•	 	The term “Cause” means a finding by MEI that you have committed a felony or a crime involving moral turpitude, committed an act of gross negligence or fraud, failed, refused or neglected to
substantially perform your duties or to implement the directives of MEI that continued for 30 days after you had been provided adequate and specific written notice thereof, or willfully engaged in conduct that is materially injurious to MEI,
monetarily or otherwise. 

  

	 	•	 	The term “Good Reason” shall mean the occurrence of one or more of the following without your consent: a material diminution by MEI of your authority, duties or responsibilities, material diminution in
your base salary, involuntary relocation to a new place of business greater than 50 miles from the Company’s current office, or any action or inaction that constitutes a material breach by MEI of this Agreement. 


This offer letter is intended to comply with all of the requirements of applicable law. In particular, this offer is intended to comply with the requirements
of Section 409A of the Internal Revenue Code of 1986 (“409A”), or an exemption thereto, and payments may only be made to you upon an event and in a manner permitted by 409A, to the extent applicable. Separation pay provided
under this offer letter is intended to be exempt from 409A under the “separation pay” and/or “short-term deferral” exceptions to the maximum permissible extent. However, if you are considered a “specified employee”, to
the extent necessary to comply with 409A, any payments due to you shall be delayed for a period of six months after your separation from service. Any payment due to you shall be treated as a separate payment for purposes of 409A. In no event may
you, directly or indirectly, designate the calendar year of a payment. If the period for executing a release spans two calendar years and the amounts payable to you are subject to 409A, in all cases, payment of any amounts to you following the
execution of the release shall be made in the second calendar year. All reimbursements and in-kind benefits provided to you shall be made or provided in accordance with the requirements of 409A. 

This offer of employment is contingent on your background check (criminal and education) being without adverse disclosures and your representation that there
is no agreement or arrangement with a third party or other set of circumstances preventing you from working with MEI. On your first day of hire, you will need to provide MEI with documentation that proves your eligibility to work in the United
States in accordance with the Immigration Reform and Control Act of 1986. As an employee of MEI, you will be required to comply with all MEI policies and procedures; in particular, you will be required to familiarize yourself with and comply with
MEI’s policies including but not limited to prohibiting unlawful harassment and discrimination, confidentiality, assignment of invention rights and the policy concerning drugs and alcohol. 

Your employment with MEI will not be for any specific term and will always be “at-will,” which means that either you or MEI have the right to
terminate this employment agreement at any time, for any reason, with or without cause or notice. Any contrary representation or agreements that 

  
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may have been made to you are superseded by this offer. By signing below and accepting this offer, you will acknowledge and agree that the length of employment, promotions, positive employment
reviews, pay increases, bonuses, increases in job duties or responsibilities and other changes during employment will not change the at-will term of your employment with MEI and will not create any implied contract requiring cause for termination of
employment. 
 In your new position, I am confident you will provide the support that MEI needs to help us build a great company. We are genuinely excited
about the opportunity to have you join us and we look forward to your positive reply. 
 Sincerely, 

 

	
	 /s/ Daniel P. Gold

	
	Daniel P. Gold, Ph.D.
	President & CEO
	MEI Pharma, Inc.

 If you wish to accept this offer, please sign and date below and return this letter to us. Also, please keep a copy of this
letter for your records. 
  

							
	 Offer accepted:
	 	 /s/ David Urso
	 		 	Date: March 7, 2014        


  
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