Attached files
file | filename |
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10-K - 10-K - MEI Pharma, Inc. | meip-20210630.htm |
EX-32.1 - EX-32.1 - MEI Pharma, Inc. | meip-20210630ex32_1.htm |
EX-31.2 - EX-31.2 - MEI Pharma, Inc. | meip-20210630ex31_2.htm |
EX-31.1 - EX-31.1 - MEI Pharma, Inc. | meip-20210630ex31_1.htm |
EX-23.1 - EX-23.1 - MEI Pharma, Inc. | meip-20210630ex23_1.htm |
EX-10.6 - EX-10.6 - MEI Pharma, Inc. | meip-20210630ex10_6.htm |
Exhibit 10.5
11975 El Camino Real, #101
San Diego, CA 92130
858-792-6300
February 17, 2016
Dear Richard,
On behalf of MEI Pharma, Inc. ("MEI"), I am pleased to extend to you a full-time position as Senior Vice President of Clinical Development reporting to Robert Mass, MD, Chief Medical Officer and to Daniel P. Gold, President and Chief Executive Officer of MEI Pharma, Inc. Your employment will start March 7, 2016 (your "Start Date"). This offer letter sets forth the terms and conditions of your employment.
Your total compensation package is as follows:
In addition to the compensation and benefits described above, you will receive an initial stock option grant in the amount of 130,000 shares under the MEI Pharma, Inc. 2008 Amended and Restated Stock Omnibus Equity Compensation Plan ("MEI Plan"). The option price will be set at the closing price of MEI's stock on March 7, 2016. Shares of MEI's stock that are subject to the grant will vest as follows: 114th 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:
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 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,
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/s/ Daniel P. Gold |
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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: |
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/s/ Richard G. Ghalie |
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Date: |
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February 18, 2016 |