exv10w1



 




Exhibit 10.1



NOVEMBER 18, 2005




CONFIDENTIAL




Dr. Casey Case

605 Barroilhet Avenue

San Mateo, CA 94402



Dear Casey:



This document, upon your signature, will constitute the agreement between you and Sangamo
BioSciences, Inc. (the “Company”), on the terms of your separation from employment (the
“Agreement”). It is understood that both you and the Company want to preclude any dispute arising
out of your employment, your separation, or any other matter involving you and the Company and also
wish to preserve the good will that exists between you and the Company.



Termination of Employment




1. Termination Date. You hereby submit your resignation as Vice President of
Research Operations and from all other offices and positions you hold with the Company,
effective November 18, 2005 (“Termination Date”). As of this date, your employment
relationship with the Company will terminate.



2. Consulting Services.



(a) During the period from the Termination Date through the earlier of March 18, 2006 and the
date determined in accordance with Section 2(b) below (the “Consulting Period”), you agree to
serve as a consultant to the Company. In this capacity, you will provide services as
requested from time to time by the Chief Executive Officer including transitioning research
operations matters to the Company’s executive officers. During the Consulting Period, you
will perform assignments as reasonably requested by the Chief Executive Officer, and use your
best efforts to promote the interests of the Company; however, it is not expected that you
will devote your full time to your consultancy.



(b) In the event you become an employee or a service provider to or obtain an economic
interest in (excluding ownership of less than 1% of the outstanding stock of any publicly
held company) a Competitor (as defined below), your service as a consultant to the Company
will immediately and automatically be terminated without any action on the part of the
Company. A Competitor shall mean any business engaged in any phase of the business of
researching, developing, producing or selling nucleic acid binding proteins, gene regulation
or gene correction technologies or functional alternatives therefor.




 









 






Dr. Casey Case

Page 2



What You Will Receive



3. Initial Severance Payment. You will receive a lump-sum cash payment from the
Company as soon as administratively practicable following the Termination Date in an amount
equal to $71,878 (the “Initial Severance Payment”). The Initial Severance Payment shall be
subject to the Company’s collection of all applicable withholding taxes, and you will only be
paid the amount remaining after such withholding taxes have been collected.



4. Additional Severance Payments.



(a) In addition to the Initial Severance Payment, you will be entitled to receive cash
severance payments in an aggregate amount of $73,333 (the “Additional Severance Payment”).
The Additional Severance Payment shall be subject to the Company’s collection of all
applicable withholding taxes, and you will only be paid the amount remaining after such
withholding taxes have been collected. Fifty percent (50%) of the Additional Severance
Payment will be paid on May 19, 2006, and the remaining 50% of the Additional Severance
Payment will be paid in two equal installments on June 19, 2006 and July 19, 2006,
respectively.



(b) You will not be entitled to receive any unpaid portion of the Additional Severance
Payment in the event you begin Employment with a Competitor prior to the applicable payment
date. The term “Employment” means providing services of any kind for compensation, either as
an employee or a consultant.



(c) The Company shall be entitled to reduce the amount of the Additional Severance Payment by
the amount of any cash compensation you earn though other Employment between the Termination
Date and July 18, 2006.



(d) Notwithstanding any provision to the contrary in this Agreement, no Additional Severance
Payment shall be made or paid to you prior to the earlier of (i) the expiration of the six
(6)-month period measured from the date of your “separation from service” with the Company,
as such term is defined in Treasury Regulations issued under Section 409A of the Internal
Revenue Code (the “Code”) or (ii) the date of your death, if you are deemed at the time of
such separation from service a “key employee” within the meaning of that term under Code
Section 416(i) and such delayed commencement is otherwise required in order to avoid a
prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable
Code Section 409A(a)(2) deferral period, all payments deferred pursuant to this Paragraph 4
shall be paid in a lump sum to you, and any remaining payments due under this Agreement shall
be paid in accordance with the normal payment dates specified for them herein.




 









 





Dr. Casey Case

Page 3



5. Benefits.



(a) After the Termination Date, you may elect to continue group health benefits (i.e.
medical, health and vision as currently enrolled) under COBRA. If you elect COBRA coverage,
the Company will reimburse you for such COBRA coverage at the monthly rate of $1,667 until
the earlier of July 18, 2006 or the date you begin Employment or the substantial equivalent
thereof with another company. In the event that the Company’s health care coverage
reimbursement payments would result in the recognition of taxable income (whether for
federal, state or local income tax purposes) by you or your spouse or other eligible
dependent, the Company shall provide an additional cash payment to the affected party or
parties in an amount sufficient to cover the income and employment tax liability resulting
from such coverage and from the additional payment itself so that you and your spouse and
eligible dependents do not incur any out-of-pocket tax liability with respect to such
continued health care coverage (the “Gross-Up Payment”). Notwithstanding the foregoing, in
no event will the Gross-Up Payments exceed $13,336 in the aggregate. Unless otherwise
requested, you will be reimbursed on a ratable basis each quarter.



(b) Notwithstanding any provision to the contrary in this Agreement, no Gross-Up Payment
shall be made or paid to you prior to the earlier of (i) the expiration of the six (6)-month
period measured from the date of your “separation from service” with the Company, as such
term is defined in Treasury Regulations issued under Section 409A of the Internal Revenue
Code (the “Code”) or (ii) the date of your death, if you are deemed at the time of such
separation from service a “key employee” within the meaning of that term under Code Section
416(i) and such delayed commencement is otherwise required in order to avoid a prohibited
distribution under Code Section 409A(a)(2). Upon the expiration of the applicable Code
Section 409A(a)(2) deferral period, all payments deferred pursuant to this Paragraph 5 shall
be paid in a lump sum to you, and any remaining payments due under this Agreement shall be
paid in accordance with the normal payment dates specified for them herein.



6. Stock Options. During the Consulting Period, you will continue to vest in your
Company stock options in accordance with the terms of your Stock Option Agreements and the
Company’s 2000 and 2004 Stock Incentive Plans. Beginning on the last day of the Consulting
Period, you will have the limited time period specified in each of your Stock Option
Agreements to exercise your vested Company stock options. Upon the expiration of such
limited exercise period your Company stock options will terminate and cease to be outstanding
for any vested option shares for which the options have not been exercised.




 









 





Dr. Casey Case

Page 4



What You Are Agreeing to Release



7. General Release. In consideration for the foregoing benefits, payments and other
consideration, you agree to unconditionally and forever release and discharge the Company and
all of its related entities, officers, directors, agents and employees, and each of them, of
and from any and all debts, claims, liabilities, demands and causes of action of every kind,
nature and description, whether known or unknown, including, but not limited to, any claim
for salary, stock options, severance, benefits, and any other form of compensation; claims
for breach of contract, breach of the covenant of good faith and fair dealing, termination in
violation of public policy or wrongful termination; negligence; intentional torts; fraud and
misrepresentation; any claim for breach of fiduciary duty, whether as a shareholder or in any
other capacity; and any claims under federal, state or local law, including, but not limited
to, the Fair Employment and Housing Act, the California Labor Code, the Family Medical Leave
Act, the California Family Rights Act, the Age Discrimination in Employment Act (“ADEA”), the
Americans with Disabilities Act, and Title VII of the Civil Rights Act of 1964, and any
waivable clams under any workers’ compensation statute, which you have or may have or could
assert against the Company as of the Effective Date of this Agreement, including, but not
limited to, any claims arising out of or connected with your employment, the termination of
your employment, or your investment in the Company or ownership of the Company’s stock.



8. Waiver of Claims. It is further understood and agreed that as a condition of this
Agreement, you expressly waive and relinquish all claims, rights or benefits that you may
have under California Civil Code 1542, which provides as follows:



“A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing
the release which if known by him must have materially affected his
settlement with the debtor.”



Other Agreements



9. Employee Loan. You agree that you owe Sangamo the outstanding balance of your
loan with the Company, currently standing at $16,878. This amount will be deducted from the
Initial Severance Payment, in satisfaction of your obligation under the loan.



10. Non-Disparagement.



(a) You agree that you will not make any negative or disparaging statements or comments,
either as fact or opinion, about the Company, including but not limited to its employees,
officers, directors, shareholders, vendors, products or services, business, technologies,
market position, financial statements, financial condition, performance and other similar
information.




 









 




Dr. Casey Case

Page 5



(b) Company agrees that, as long as the following persons are employed by the Company in such
capacity — Edward Lanphier, President & Chief Executive Officer, Dale Ando, Vice President,
Therapeutic Development and Chief Medical Officer, David Ichikawa, Senior Vice President,
Business Development, Philip Gregory, Vice President, Research and Greg Zante, Sr. Director,
Finance & Administration each will not make any disparaging statements or comments to any
third party, either as fact or as opinion, about you or your performance at the Company.
This provision is not intended to preclude such persons from providing truthful testimony as
may be required by law.



11. Proprietary and Confidential Information. You also agree to preserve as
confidential and not to use or disclose any Sangamo trade secrets, confidential knowledge,
data or other proprietary information relating to technology customers, products, business
plans, financial or organizational information or other subject matter pertaining to any
business of the Company or any of its clients, customers, or licensees from this day forward.
You agree to execute the Proprietary Information, Inventions and Materials Agreement
attached hereto as Exhibit A.



12. Confidentiality. You agree that the terms of this Agreement are confidential.
It is therefore agreed that, unless compelled by law, you will not reveal, discuss, publish
or in any way communicate any of the terms or amount of this Agreement to any person or
entity, except to any of your attorneys, tax consultants, professional representatives,
spouse or other family member, and any other person with a business need to know information
concerning this Agreement.



13. Waiver, Amendment and Modification of Agreement. No waiver, amendment or
modification of any of the terms of this Agreement shall be effective unless in writing and
signed by all parties. No waiver of any term, condition or default of any term of this
Agreement shall be construed as a waiver of any other term, condition or default.



14. California Law Applies. This Agreement, in all respects, shall be interpreted,
enforced, governed by and construed in accordance with the laws of the State of California
applicable to contracts made and to be performed entirely within such state, without regard
to the choice-of-law or conflict-of-laws principles of any jurisdiction.



15. Breach. You and the Company agree that, in the event of any breach of this
Agreement, the non-breaching party shall be entitled to pursue all available legal and
equitable remedies, including injunctive relief, and shall have the right to recover
reasonable attorneys’ fees and costs, unless otherwise provided by law.



16. Severability. In the event that any provision hereof becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall
continue in full force and effect without said provision.




 









 





Dr. Casey Case

Page 6



17. Headings Are Not Controlling. The headings used in this Agreement are for the
purpose of organization only and are not intended to inform, alter or control the terms of
this Agreement.



18. Facsimile Signature. Facsimile signatures on this Agreement shall be treated as
original signatures.



19. Complete and Voluntary Agreement. This Agreement, and any other agreement
referenced herein, sets forth the entire agreement between you and the Company relating to
the subject matter hereof. You warrant that you have read and fully understood this
Agreement; that you have had the opportunity to consult with legal counsel of your own
choosing and to have the terms of the Agreement fully explained to you; that you are not
executing this Agreement in reliance on any promises, representations or inducements other
than those contained herein; and that you are executing this Agreement knowingly and
voluntarily, free of any duress and coercion.



Effective Date of the Agreement



20. Timeline for Considering, Signing and Revoking the Agreement. You understand and
agree that you have been provided a period of twenty-one (21) days within which to consider
whether you will execute this Agreement. The offer of this Agreement shall expire on the
twenty-second (22nd) day after you have received it. If this day is a Saturday, Sunday or
holiday recognized by the U.S. Postal Service, the expiration date is extended to the next
business day.



An executed Agreement must be delivered or mailed to Edward Lanphier, at Sangamo BioSciences,
Inc. on or before the twenty-first (21st) day after receiving this Agreement. Unless you
personally deliver the signed Agreement on or before this date, it must be sent by a
traceable overnight delivery service or traceable overnight express mail and postmarked on or
before this date (the end of the twenty-first (21st) day after receiving this Agreement).



You have a limited period of seven (7) calendar days after signing to revoke your acceptance
of this Agreement. You must deliver or mail written notification of revocation to Edward
Lanphier at Sangamo BioSciences, Inc. Unless you personally deliver the signed revocation
within this seven (7) calendar day period, it must be sent by a traceable overnight delivery
service or traceable overnight express mail and postmarked on or before the end of the seven
(7) calendar day period after signing this Agreement. This deadline will be extended to the
next business day should it fall on a Saturday, Sunday or holiday recognized by the U.S.
Postal Service.



Because of the revocation period, you understand that the payment requirements of this
Agreement shall not become effective or enforceable until the eighth (8th) calendar day after
the date you sign this Agreement (the “Effective Date”).




 









 








Dr. Casey Case

Page 7



Please confirm your agreement to these terms by signing the Agreement below and returning the
signed copy to me.




Very truly yours,




	 	 	 	 
	 
	/s/ Edward Lanphier 	 	 
	Edward Lanphier 	 
	President & CEO

Sangamo BioSciences, Inc. 	 	 
	 


By signing this letter, I acknowledge that I have had twenty-one (21) days to review this Agreement
carefully, and to consult with attorneys or advisors of my choice. I understand the terms of this
Agreement and the significance of the waivers that I have made, and I am signing this Agreement
voluntarily and without coercion.




	 	 	 
	/s/ Dr. Casey Case

Dr. Casey Case
	November 18, 2005

Date







 









 






Exhibit A




Form of Proprietary Information Agreement