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Revance Therapeutics, Inc. – ‘10-K’ for 12/31/15 – ‘EX-10.34’

On: Friday, 3/4/16, at 4:47pm ET · For: 12/31/15 · Accession #: 1479290-16-31 · File #: 1-36297

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/04/16  Revance Therapeutics, Inc.        10-K       12/31/15   99:11M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.44M 
 4: EX-10.27    Material Contract                                   HTML     34K 
 5: EX-10.28    Material Contract                                   HTML     29K 
 6: EX-10.31    Material Contract                                   HTML     76K 
 7: EX-10.34    Material Contract                                   HTML     57K 
 2: EX-10.6     Material Contract                                   HTML     74K 
 3: EX-10.8     Material Contract                                   HTML     80K 
 8: EX-21.1     Subsidiaries List                                   HTML     26K 
 9: EX-23.1     Consent of Experts or Counsel                       HTML     28K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     33K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     33K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     31K 
13: EX-32.2     Certification -- §906 - SOA'02                      HTML     31K 
20: R1          Document and Entity Information                     HTML     56K 
21: R2          Consolidated Balance Sheets                         HTML    104K 
22: R3          Consolidated Balance Sheets (Parenthetical)         HTML     55K 
23: R4          Consolidated Statements of Operations and           HTML     95K 
                Comprehensive Loss                                               
24: R5          Consolidated Statements of Changes in Convertible   HTML    207K 
                Preferred Stock and of Stockholders? Equity                      
                (Deficit)                                                        
25: R6          Consolidated Statements of Changes in Convertible   HTML     37K 
                Preferred Stock and of Stockholders? Equity                      
                (Deficit) (Parenthetical)                                        
26: R7          Consolidated Statements of Cash Flows               HTML    194K 
27: R8          The Company and Basis of Presentation               HTML     47K 
28: R9          Summary of Significant Accounting Policies          HTML     81K 
29: R10         Revenue and License Agreements                      HTML     36K 
30: R11         Medicis Settlement                                  HTML     42K 
31: R12         Cash Equivalents and Investments                    HTML     96K 
32: R13         Fair Value Measurements                             HTML     96K 
33: R14         Balance Sheet Components                            HTML     71K 
34: R15         Notes Payable                                       HTML     50K 
35: R16         Convertible Notes, Warrants, and Related            HTML     44K 
                Derivatives                                                      
36: R17         Interest Expense                                    HTML     61K 
37: R18         Commitments and Contingencies                       HTML     49K 
38: R19         Common Stock                                        HTML     46K 
39: R20         Convertible Preferred Stock                         HTML     31K 
40: R21         Warrants                                            HTML     37K 
41: R22         Net Income (Loss) per Share Attributable to Common  HTML     81K 
                Stockholders                                                     
42: R23         Stock Option Plan                                   HTML    288K 
43: R24         Income Taxes                                        HTML     94K 
44: R25         Defined Contribution Plan                           HTML     32K 
45: R26         Subsequent Events                                   HTML     32K 
46: R27         Quarterly Results of Operations (Unaudited)         HTML     85K 
47: R28         Summary of Significant Accounting Policies          HTML    145K 
                (Policies)                                                       
48: R29         Cash Equivalents and Investments (Tables)           HTML     94K 
49: R30         Fair Value Measurements (Tables)                    HTML     89K 
50: R31         Balance Sheet Components (Tables)                   HTML     71K 
51: R32         Notes Payable (Tables)                              HTML     33K 
52: R33         Interest Expense (Tables)                           HTML     59K 
53: R34         Commitments and Contingencies (Tables)              HTML     36K 
54: R35         Common Stock (Tables)                               HTML     44K 
55: R36         Net Income (Loss) per Share Attributable to Common  HTML     82K 
                Stockholders (Tables)                                            
56: R37         Stock Option Plan (Tables)                          HTML    263K 
57: R38         Income Taxes (Tables)                               HTML     83K 
58: R39         Quarterly Results of Operations (Unaudited)         HTML     84K 
                (Tables)                                                         
59: R40         The Company and Basis of Presentation - Additional  HTML     93K 
                Information (Detail)                                             
60: R41         Summary of Significant Accounting Policies          HTML     53K 
                (Details)                                                        
61: R42         Revenue and License Agreements (Details)            HTML     53K 
62: R43         Medicis Settlement - Additional Information         HTML     69K 
                (Detail)                                                         
63: R44         Cash Equivalents and Investments (Details)          HTML     51K 
64: R45         Cash Equivalents and Investments Remaining          HTML     36K 
                Contractual Maturities Available-for-Sale                        
                Securities (Details)                                             
65: R46         Fair Value Measurements - Schedule of Fair Value    HTML     60K 
                of Financial Instruments (Detail)                                
66: R47         Fair Value Measurements - Summary of Changes in     HTML     35K 
                Fair Value of Financial Instruments (Detail)                     
67: R48         Fair Value Measurements (Narrative) (Details)       HTML     30K 
68: R49         Balance Sheet Components - Additional Information   HTML     35K 
                (Detail)                                                         
69: R50         Balance Sheet Components - Schedule of Property     HTML     48K 
                and Equipment, Net (Detail)                                      
70: R51         Balance Sheet Components - Schedule of Prepaid      HTML     39K 
                Expenses and Other Current Assets (Detail)                       
71: R52         Balance Sheet Components - Schedule of Accruals     HTML     48K 
                and Other Current Liabilities (Detail)                           
72: R53         Notes Payable - Hercules Notes Payable (Detail)     HTML     62K 
73: R54         Notes Payable - Essex Capital Notes (Detail)        HTML     81K 
74: R55         Notes Payable - Summary of Aggregate Total Future   HTML     35K 
                Minimum Lease Payments under the Financing                       
                Obligation (Detail)                                              
75: R56         Convertible Notes, Warrants, and Related            HTML    112K 
                Derivatives - Additional Information (Detail)                    
76: R57         Interest Expense - Summary of Interest Expense by   HTML     49K 
                Cash and Non-Cash Components (Detail)                            
77: R58         Commitments and Contingencies - Additional          HTML     49K 
                Information (Detail)                                             
78: R59         Commitments and Contingencies - Schedule of Future  HTML     45K 
                Minimum Lease Payments under Non-Cancelable                      
                Operating Leases (Detail)                                        
79: R60         Common Stock - Additional Information (Detail)      HTML     50K 
80: R61         Convertible Preferred Stock - Additional            HTML     37K 
                Information (Detail)                                             
81: R62         Warrants - Additional Information (Detail)          HTML     98K 
82: R63         Net Income (Loss) per Share Attributable to Common  HTML     80K 
                Stockholders - Schedule of Computation of Basic                  
                and Diluted Net Income (Loss) Per Share                          
                Attributable to Common Stockholders (Detail)                     
83: R64         Net Income (Loss) per Share Attributable to Common  HTML     45K 
                Stockholders - Summary of Common Stock Equivalents               
                Excluded from Computation of Diluted Net Income                  
                (Loss) Per Share (Detail)                                        
84: R65         Stock Option Plan - Additional Information          HTML    127K 
                (Detail)                                                         
85: R66         Stock Option Plan - Summary of Stock Option and     HTML    146K 
                Restricted Stock Award Activity (Details)                        
86: R67         Stock Option Plan - Stock Options Outstanding and   HTML     78K 
                Exercisable (Details)                                            
87: R68         Stock Option Plan - Summary of Restricted Stock     HTML     58K 
                Award Activity (Details)                                         
88: R69         Stock Option Plan - Fair Value Assumptions          HTML     48K 
                (Details)                                                        
89: R70         Stock Option Plan - Schedule of Stock-based         HTML     37K 
                Compensation Expense (Details)                                   
90: R71         Income Taxes - Additional Information (Detail)      HTML     61K 
91: R72         Income Taxes - Deferred Tax Assets and Liabilities  HTML     54K 
                (Details)                                                        
92: R73         Income Taxes - Effective Tax Rate Reconciliation    HTML     50K 
                (Details)                                                        
93: R74         Income Taxes - Unrecognized Tax Benefits (Details)  HTML     38K 
94: R75         Defined Contribution Plan - Additional Information  HTML     29K 
                (Details)                                                        
95: R76         Subsequent Events - Additional Information          HTML     51K 
                (Details)                                                        
96: R77         Quarterly Results of Operations (Unaudited) -       HTML     52K 
                Additional Information (Details)                                 
98: XML         IDEA XML File -- Filing Summary                      XML    169K 
97: EXCEL       IDEA Workbook of Financial Reports                  XLSX    112K 
14: EX-101.INS  XBRL Instance -- rvnc-20151231                       XML   3.05M 
16: EX-101.CAL  XBRL Calculations -- rvnc-20151231_cal               XML    259K 
17: EX-101.DEF  XBRL Definitions -- rvnc-20151231_def                XML    757K 
18: EX-101.LAB  XBRL Labels -- rvnc-20151231_lab                     XML   2.19M 
19: EX-101.PRE  XBRL Presentations -- rvnc-20151231_pre              XML   1.23M 
15: EX-101.SCH  XBRL Schema -- rvnc-20151231                         XSD    225K 
99: ZIP         XBRL Zipped Folder -- 0001479290-16-000031-xbrl      Zip    302K

‘EX-10.34’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 10.34

EXECUTIVE EMPLOYMENT AGREEMENT

for

Abhay Joshi, PhD, MBA

This Executive Employment Agreement (the “Agreement”), made between Revance Therapeutics, Inc. (the “Company”) and Abhay Joshi, PhD, MBA (“Executive”) (collectively, the “Parties”), is effective as of December 14, 2015.

WHEREAS, the Company desires for Executive to provide services to the Company; and

WHEREAS, Executive is willing to accept employment by the Company, on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1.Employment by the Company.

1.1 Position. Executive shall serve as the Company’s Chief Operating Officer. During the term of Executive’s employment with the Company, Executive will devote Executive’s best efforts and substantially all of Executive’s business time and attention to the business of the Company, except for approved vacation periods and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies.

1.2 Duties and Location. Executive shall perform such duties as are required by the Company’s President and Chief Executive Officer, to whom Executive will report. Executive’s primary office location will be the Company’s office located in Newark, California. The Company reserves the right to reasonably require Executive to perform Executive’s duties at places other than Executive’s primary office location from time to time, and to require reasonable business travel. The Company may modify Executive’s job title and duties as it deems necessary and appropriate in light of the Company’s needs and interests from time to time.

1.3 Policies and Procedures. The employment relationship between the Parties shall be governed by the general employment policies and practices of the Company, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

2. Compensation.

2.1 Salary. For services to be rendered hereunder, Executive shall receive a base salary at the rate of four hundred forty thousand dollars ($440,000.00) per year, or in the event of a portion of a year, a pro rata amount of such annual salary (the “Base Salary”), subject to standard payroll deductions and withholdings and payable in accordance with the Company’s regular payroll schedule. Executive’s Base Salary shall be reviewed by the Board of Directors (the “Board”) for possible adjustment annually.

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2.2 Bonus. In 2016, Executive will be eligible to receive an annual discretionary bonus of up to 45% of Executive’s Base Salary. Executive will not be eligible for an annual bonus in 2015. Executive’s annual discretionary target bonus percentage, whether Executive receives an annual bonus for any given year, and the amount of any such annual bonus, will be determined by the Board in its sole discretion based upon the Company’s and Executive’s achievement of objectives and milestones to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, and Executive must be an active employee on the date any Annual Bonus is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.

2.3 Standard Company Benefits. Executive shall be entitled to participate in all employee benefit programs for which Executive is eligible under the terms and conditions of the benefit plans that may be in effect from time to time and provided by the Company to its employees. The Company reserves the right to cancel or change the benefit plans or programs it offers to its employees at any time.

2.4 Expenses. The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in furtherance or in connection with the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy and requirements of the Internal Revenue Service as in effect from time to time.

2.5 Equity. As a material inducement to Executive’s acceptance of the Company’s offer of employment, and subject to approval by the Board or Compensation Committee of the Board, the Company will grant Executive an option to purchase 206,250 shares of the Company’s common stock and 34,375 shares of restricted stock. Subject to Executive’s continuing service with the Company, Executive’s option to purchase shares of the Company’s common stock will vest over a period of four years, with 25% vesting upon the first annual anniversary of Executive’s start date (such start date, the “Vesting Commencement Date”) and 1/48^th vesting each month over the remaining three years. Also, subject to Executive’ continuing service with the Company, Executive’s restricted shares will vest over a period of four years with 25% vesting annually commencing upon the Vesting Commencement Date. The Company understands that Executive would not accept employment with the Company but for the granting of these awards. Executive’s stock options and restricted stock award will be governed in all respects by the terms of the Company’s 2014 Inducement Plan, as amended, which is a non-shareholder approved stock plan approved by the Board pursuant to the “inducement exception” provided under NASDAQ Listing Rule 5635(c)(4), and restricted stock award and stock option agreements thereunder, which Executive will be required to sign as a condition of receiving the awards.

2.6 Signing/Retention Bonus. As an added incentive, Executive will receive a signing/retention bonus equal to $200,000.00 (the “Signing Bonus”) (subject to all applicable deductions and tax withholdings), payable in four (4) equal $50,000.00 installments, paid on the following dates: January 15, 2016, April 15, 2016, July 15, 2016, and October 15, 2016. By signing this Agreement, Executive agrees to repay the full amount of the Signing Bonus if Executive resigns Executive’s employment for any reason within one

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year after Executive’s start date. Executive further authorizes the Company to deduct any amounts Executive may owe to the Company under this paragraph 2.6 from any amounts that the Company may owe Executive (including Executive’s final paycheck). Executive understands and agrees that Executive must repay the Company any unpaid balance of the Signing Bonus remaining after that deduction is made.

3. Termination of Employment; Severance. Executive’s employment relationship is at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without cause or advance notice. Executive will be eligible for severance under the Company’s Executive Severance Benefit Plan, adopted by the Board on December 17, 2013, as it may be amended from time to time, subject to the terms and conditions set forth therein.

4. Proprietary Information Obligations. As a condition of employment, Executive shall be required to execute and abide by the terms of the Employee Proprietary Information and Inventions Agreement attached hereto.

5. Outside Activities During Employment.

5.1 Non-Company Business. Except with the prior written consent of the Board, Executive will not, during the term of Executive’s employment with the Company, undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor; provided, however, that Executive may (i) engage in activities that do not interfere with his duties and obligations under this Agreement or create an actual or potential conflict of interest with the Company as reasonably determined by the Board, and (ii) serve as a member of the Board of Directors of other entities subject to the approval of the Board with such approval not the be unreasonably withheld. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder.

5.2 No Adverse Interests. Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.

6. Dispute Resolution. To ensure timely and economical resolution of any disputes that may arise in connection with Executive’s employment with the Company, as a condition of Executive’s employment, Executive and the Company hereby agree that any and all claims, disputes or controversies of any nature whatsoever arising out of, or relating to, this letter, or its interpretation, enforcement, breach, performance or execution, Executive’s employment with the Company, or the termination of such employment, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted before a single arbitrator by JAMS, Inc. (“JAMS”) or its successor, under the then applicable JAMS arbitration rules (which can be found at http://www.jamsadr.com/rules-clauses/). The arbitration shall take place in the county (or comparable governmental unit) in which Executive was last employed by the Company, as determined by the arbitrator; provided, however, that if the arbitrator determines there will be an undue hardship to Executive to have the arbitration in such location, the arbitrator will choose an alternative appropriate location. Executive and the Company each acknowledge that by agreeing to this arbitration procedure, both

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Executive and the Company waive the right to resolve any such dispute, claim or demand through a trial by jury or judge or by administrative proceeding. Executive will have the right to be represented by legal counsel at Executive’s expense at any arbitration proceeding. The arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and (ii) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator, and not a court, shall also be authorized to determine whether the provisions of this paragraph apply to a dispute, controversy, or claim sought to be resolved in accordance with these arbitration procedures. The Company shall pay all costs and fees in excess of the amount of court fees that Executive would be required to incur if the dispute were filed or decided in a court of law. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any arbitration.

7. General Provisions.

7.1 Notices. Any notices provided must be in writing and will be deemed effective upon the earlier of personal delivery (including personal delivery by fax) or the next day after sending by overnight carrier, to the Company at its primary office location and to Executive at the address as listed on the Company payroll.

7.2 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties.

7.3 Waiver. Any waiver of any breach of any provisions of this Agreement must be in writing to be effective, and it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

7.4 Complete Agreement. This Agreement constitutes the entire agreement between Executive and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the Parties’ agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in a writing signed by a duly authorized officer of the Company.

7.5 Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

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7.6 Headings. The headings of the paragraphs hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

7.7 Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign any of his duties hereunder and he may not assign any of his rights hereunder without the written consent of the Company, which shall not be withheld unreasonably.

7.8 Tax Withholding and Indemnification. All payments and awards contemplated or made pursuant to this Agreement will be subject to withholdings of applicable taxes in compliance with all relevant laws and regulations of all appropriate government authorities. Executive acknowledges and agrees that the Company has neither made any assurances nor any guarantees concerning the tax treatment of any payments or awards contemplated by or made pursuant to this Agreement. Executive has had the opportunity to retain a tax and financial advisor and fully understands the tax and economic consequences of all payments and awards made pursuant to the Agreement.

7.9 Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of California.

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IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first written above.



		REVANCE THERAPEUTICS, INC

		By: /s/*Dan Browne*____________________________
		Dan Browne
		President & Cheif Executive Officer

		EXECUTIVE

		/s/ *Abbay Joshi*________________________________
		Abbay Joshi, PhD, MBA

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Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	10/15/16
	7/15/16
	4/15/16
Filed on:	3/4/16	S-8
	1/15/16
For Period end:	12/31/15	4
	12/14/15	3, 4, 8-K, S-8
	12/17/13
		List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/23  Revance Therapeutics, Inc.        10-K       12/31/22  109:14M
 2/28/22  Revance Therapeutics, Inc.        10-K       12/31/21  106:12M
 2/25/21  Revance Therapeutics, Inc.        10-K       12/31/20  109:12M
 1/29/21  Revance Therapeutics, Inc.        S-8         1/29/21    3:137K
11/09/20  Revance Therapeutics, Inc.        10-Q        9/30/20   83:8.3M

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Filing Submission 0001479290-16-000031 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Revance Therapeutics, Inc. – ‘10-K’ for 12/31/15 – ‘EX-10.34’

On: Friday, 3/4/16, at 4:47pm ET · For: 12/31/15 · Accession #: 1479290-16-31 · File #: 1-36297

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.34’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

5 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents