OFFICER EMPLOYMENT AGREEMENT
This Officer Employment Agreement (“Agreement”) between Owen Hughes (“Employee”) and XOMA Corporation (“XOMA” or “the Company”) (collectively, the “Parties”) is effective as of January 1, 2023 (the “Agreement Effective Date”).
option to purchase 75,000 shares of the Company’s common stock with an exercise price equal to $30 per share (the “Additional Option”). The Additional Option shall vest monthly over three years (subject to Employee’s continuous service). The FMV Option and the Additional Option shall be issued outside of, but subject in all respects to the terms and conditions of the Company’s Equity Incentive Plan (the “Plan”), and shall be governed in all respects by the terms of the Plan as if granted thereunder, the grant notice and the option agreement. The Company intends for the FMV Option and the Additional Option to each be a material inducement to Employee entering into employment with the Company within the meaning of Listing Rule 5635(c)(4) of The Nasdaq Stock Market LLC. Employee may be eligible for additional annual equity grants at the discretion of the Board.
Agreement”) within the timeframe set forth in the Release Agreement, but not later than forty-five (45) days following Employee’s employment termination date, and allow the Release Agreement to become effective according to its terms (by not invoking any legal right to revoke it) within any applicable time period set forth in the Release Agreement. If the period during which Employee may elect to execute the Release and have it become effective may occur in more than one taxable year, then the first payroll date after the Release Agreement becomes effective will be deemed to occur in the second of such taxable years. Any such severance payments that would have been made from the date of such termination to the first payroll date following the effective date of the Release will be made on such first payroll date.
Employee in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided on the payment dates specified. For purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment, references to Employee’s “termination of employment” (and corollary terms) shall be construed to refer to Employee’s “separation from service” (under Treas. Reg. Section 1.409A-1(h)).
modified so as to be rendered enforceable in a manner consistent with the intent of the Parties insofar as possible under applicable law.
will pay all JAMS arbitration fees in excess of the amount of court fees that would be required of Employee if the dispute were decided in a court of law. This section will not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, including, without limitation, claims brought pursuant to the California Private Attorneys General Act of 2004, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, to the extent such claims are not permitted by applicable law to be submitted to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”). In the event Employee brings multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration. Nothing in this section is intended to prevent either Employee or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any final award in any arbitration proceeding hereunder may be entered as a judgment in the federal and state courts of any competent jurisdiction and enforced accordingly.
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/s/ W. Denman Van Ness
W. Denman Van Ness
/s/ Owen Hughes
EMPLOYEE CONFIDENTIAL INFORMATION AND
INVENTIONS ASSIGNMENT AGREEMENT
FORM RELEASE OF CLAIMS AGREEMENT
This Release of Claims Agreement (“Release Agreement”) is entered into between XOMA Corporation (“XOMA”) and Owen Hughes (“Employee”). XOMA and Employee (collectively, the “Parties”) are parties to an Officer Employment Agreement (“Employment Agreement”) and agree as follows:
The Released Claims include but are not limited to:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Employee hereby expressly waives and relinquishes all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to Employee’s release of claims herein, including but not limited to the release of unknown and unsuspected claims.
Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing or any analogous federal or state government agency, except that Employee acknowledges and agrees that Employee hereby waives Employee’s right to any monetary benefits in connection with any such claim, charge or proceeding. Employee represents and warrants that, other than the Excluded Claims, Employee is not aware of any claims Employee has or might have against any of the Released Parties that are not included in the Released Claims.
provisions of this Release Agreement. Neither Party has relied upon any representations or statements made by the other Party which are not specifically set forth in this Release Agreement.
/s/ W. Denman Van Ness
W. Denman Van Ness
/s/ Owen Hughes