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Sarepta Therapeutics, Inc. – ‘10-K’ for 12/31/19 – ‘EX-10.56’

On:  Wednesday, 2/26/20, at 4:04pm ET   ·   For:  12/31/19   ·   Accession #:  1564590-20-6769   ·   File #:  1-14895

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

 2/26/20  Sarepta Therapeutics, Inc.        10-K       12/31/19  129:25M                                    ActiveDisclosure/FA

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

Document/Exhibit                   Description                      Pages   Size 

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 2: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     46K 
 3: EX-10.51    Material Contract                                   HTML    787K 
 4: EX-10.52    Material Contract                                   HTML    169K 
 5: EX-10.53    Material Contract                                   HTML    725K 
 6: EX-10.54    Material Contract                                   HTML    224K 
 7: EX-10.55    Material Contract                                   HTML     51K 
 8: EX-10.56    Material Contract                                   HTML     50K 
 9: EX-10.57    Material Contract                                   HTML     39K 
10: EX-21.1     Subsidiaries List                                   HTML     33K 
11: EX-23.1     Consent of Experts or Counsel                       HTML     37K 
12: EX-31.1     Certification -- §302 - SOA'02                      HTML     39K 
13: EX-31.2     Certification -- §302 - SOA'02                      HTML     39K 
14: EX-32.1     Certification -- §906 - SOA'02                      HTML     37K 
15: EX-32.2     Certification -- §906 - SOA'02                      HTML     37K 
121: R1          Document and Entity Information                     HTML     99K  
49: R2          Consolidated Balance Sheets                         HTML    118K 
36: R3          Consolidated Balance Sheets (Parenthetical)         HTML     53K 
78: R4          Consolidated Statements of Operations and           HTML    101K 
                Comprehensive Loss                                               
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48: R6          Consolidated Statements of Cash Flows               HTML    181K 
35: R7          Organization and Nature of Business                 HTML     40K 
77: R8          Summary of Significant Accounting Policies and      HTML    121K 
                Recent Accounting Pronouncements                                 
122: R9          License and Collaboration Agreements                HTML    106K  
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114: R12         Cash, Cash Equivalents and Marketable Securities    HTML    190K  
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71: R15         Other Assets                                        HTML    103K 
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                Recent Accounting Pronouncements (Policies)                      
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                Recent Accounting Pronouncements (Tables)                        
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                (Tables)                                                         
111: R35         Accounts Receivable and Reserves for Product Sales  HTML    139K  
                (Tables)                                                         
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53: R42         Stock-Based Compensation (Tables)                   HTML    557K 
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52: R46         Net Loss Per Share (Tables)                         HTML     70K 
39: R47         Commitments and Contingencies (Tables)              HTML     51K 
83: R48         Financial Information by Quarter (Unaudited)        HTML    320K 
                (Tables)                                                         
129: R49         Organization and Nature of Business - Additional    HTML     49K  
                Information (Detail)                                             
109: R50         Summary of Significant Accounting Policies and      HTML     78K  
                Recent Accounting Pronouncements - Additional                    
                Information (Detail)                                             
90: R51         Summary of Estimated Useful Lives of Plant and      HTML     60K 
                Equipment (Detail)                                               
22: R52         License and Collaboration Agreements - Additional   HTML    325K 
                Information (Detail)                                             
60: R53         Schedule of Total Consideration of Business         HTML     66K 
                Acquisition (Details)                                            
110: R54         Gain From Sale of Priority Review Voucher -         HTML     39K  
                Additional Information (Detail)                                  
91: R55         Assets and Liabilities Measured and Carried at      HTML     71K 
                Fair Value (Detail)                                              
23: R56         Summary of Company Financial Assets with            HTML     43K 
                Maturities of Less Than 90 Days Included in Cash                 
                Equivalents (Detail)                                             
61: R57         Cash, Cash Equivalents and Marketable Securities -  HTML     36K 
                Additional Information (Detail)                                  
107: R58         Summary of Company Cash, Cash Equivalents and       HTML     82K  
                Investments (Detail)                                             
93: R59         Summary of Components of Accounts Receivable        HTML     43K 
                (Detail)                                                         
43: R60         Summary of Change in Reserves for Discounts and     HTML     54K 
                Allowances (Detail)                                              
57: R61         Summary of Total Reserves Included in Consolidated  HTML     41K 
                Balance Sheets (Detail)                                          
124: R62         Inventory - Summary of Components of Inventory      HTML     47K  
                (Detail)                                                         
80: R63         Summary of Other Current Assets (Detail)            HTML     54K 
44: R64         Summary of Other Non-current Assets (Detail)        HTML     50K 
58: R65         Summarizes Components of Property and Equipment,    HTML     64K 
                Net (Detail)                                                     
125: R66         Property and Equipment, Net - Additional            HTML     37K  
                Information (Detail)                                             
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                Intangible Assets (Detail)                                       
47: R68         Intangible Assets - Additional Information          HTML     70K 
                (Detail)                                                         
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                Amortization for Intangible Assets (Detail)                      
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88: R72         Indebtedness - Summary of Debt Facilities (Detail)  HTML     57K 
102: R73         Indebtedness - Summarizes Total Gross Payments Due  HTML     42K  
                under Company's Debt Arrangements (Detail)                       
64: R74         Equity - Additional Information (Detail)            HTML     55K 
27: R75         Stock Based Compensation - Additional Information   HTML    153K 
                (Detail)                                                         
87: R76         Assumptions for Measuring Fair Values of Stocks     HTML     58K 
                (Detail)                                                         
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                (Parenthetical) (Detail)                                         
67: R78         Summary of Stock Option Activity (Detail)           HTML     92K 
24: R79         Summary of Stock Option Activity (Parenthetical)    HTML     45K 
                (Detail)                                                         
66: R80         Summary of Company's Stock Options Vested and       HTML     39K 
                Exercised (Detail)                                               
29: R81         Summary of Restricted Stock Award Activity          HTML     59K 
                (Detail)                                                         
89: R82         Summary of Restricted Stock Unit Activity (Detail)  HTML     59K 
103: R83         Summary of Stock Appreciation Rights Activity       HTML     56K  
                (Detail)                                                         
63: R84         Summary of Employee Stock Purchase Plan Activity    HTML     42K 
                and Expense (Detail)                                             
26: R85         Summary of Stock-Based Compensation Expense by      HTML     43K 
                Function Included within Consolidated Statements                 
                of Operations and Comprehensive Loss (Detail)                    
86: R86         Summary of Stock-Based Compensation Expense by      HTML     45K 
                Grant Type Included within Consolidated Statements               
                of Operations and Comprehensive Loss (Detail)                    
100: R87         401 (K) PLAN - Additional Information (Detail)      HTML     47K  
68: R88         Summary of Other (Loss) Income (Detail)             HTML     53K 
25: R89         Summary of Loss before Provision for Income Taxes   HTML     47K 
                by Jurisdiction (Detail)                                         
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56: R91         Reconciliation Between Effective Tax Rate and       HTML     65K 
                Federal Income Tax Rate (Detail)                                 
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                (Detail)                                                         
45: R94         Reconciliation of Beginning and Ending Amount of    HTML     45K 
                Unrecognized Tax Benefits (Detail)                               
59: R95         Leases - Additional Information (Detail)            HTML     46K 
126: R96         Summary of Lease Costs Recognized Under Topic 842   HTML     51K  
                and Other Information Pertaining to Operating                    
                Leases (Detail)                                                  
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                Reconciliation of Lease Liabilities Recognized                   
                Under Topic 842 (Detail)                                         
46: R98         Summary of Aggregate Future Minimum                 HTML     55K 
                Non-Cancellable Commitments under Leases (Detail)                
54: R99         Basic and Diluted Net Loss Per Share (Detail)       HTML     51K 
106: R100        Basic and Diluted Net Loss Per Share                HTML     48K  
                (Parenthetical) (Detail)                                         
92: R101        Commitments and Contingencies - Additional          HTML    109K 
                Information (Detail)                                             
21: R102        Summary of Non-Cancelable Contractual Obligations   HTML     47K 
                Arising From Long-term Contractual Arrangements                  
                (Detail)                                                         
62: R103        Subsequent Event - Additional Information           HTML     38K 
                (Details)                                                        
104: R104        Financial Information by Quarter (Detail)           HTML    100K  
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‘EX-10.56’   —   Material Contract


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EXHIBIT 10.56

 

November 11, 2019

William Ciambrone

[**]

Dear Bill,

On behalf of Sarepta Therapeutics, Inc. (“Sarepta” or the “Company”), it is a great pleasure to extend you this offer of employment as Executive Vice President, Technical Operations in the Andover, Massachusetts, office effective on a date agreed upon following your acceptance of this offer (“Hire Date”), reporting to Douglas Ingram, President & Chief Executive Office.

Base Salary.

In this position, you will earn an annual base salary of $445,000.14 subject to applicable taxes and withholdings, which will be paid on a bi-weekly basis.

Future Salary Increases.

Your Base Salary shall be subject to annual review as part of the Annual Compensation Review process which typically takes place in the first quarter of the calendar year. Salary merit increases, if any, will be awarded at the Company’s discretion on the basis of your performance. You will not be eligible for a merit increase for your performance in 2019.    

Annual Bonus Program.

During your employment, you will also be eligible to participate in Sarepta’s annual bonus program. The target bonus opportunity for your position is 45% of your annual base salary, with the actual amount of such bonus, if any, being determined by the Company in its sole discretion, based on your performance and that of the Company against goals established by the Board.  You will not be eligible for a bonus for your performance in 2019. You must be employed through the date bonuses are disbursed to employees and have not given notice of intent to terminate in order to be eligible for the bonus. Additional details regarding Sarepta’s bonus program will be provided to you upon commencing employment.

New Hire Option Grant.

On the Hire Date, as an inducement for acceptance of the terms of the offer letter, the Company plans to grant to you, subject to Compensation Committee approval, the option to purchase 80,000 shares of Company Common Stock (the “Option”) pursuant to the 2014 Employment Commencement Incentive Plan, as amended (the “2014 Incentive Plan”), a copy of which will be provided to you upon you signing this offer letter.

The exercise price of the Option will equal the closing sales price of the Company’s Common Stock as reported by The NASDAQ Global Market on the Hire Date.  1/4th of the shares underlying the Option will vest and become exercisable on the first anniversary of the Hire Date, and 1/48th of the shares underlying the Option will vest and become exercisable on each monthly anniversary of the Hire Date thereafter, such that the shares underlying the Option will be fully vested and exercisable on the fourth anniversary of the Hire Date, subject to your continued employment through each such vesting date. The Option will be subject to the terms and conditions under the 2014 Incentive Plan and the Company’s form of Option Agreement under the 2014 Incentive Plan, a copy of which will be provided to you upon you signing this offer letter.

Annual Equity Grant Program

You may also be eligible to be considered for the Company’s annual equity grant program based on your performance. Any such equity grants will be subject to the terms and conditions of the applicable equity plan and the Company’s forms of award agreements. You will not be eligible to be considered for the Company’s annual equity grant program based on your performance in 2019.

 


Page 2 of 3

 

Benefits.

You will be eligible to participate in the benefit plans and programs made available by the Company from time to time for employees generally, subject to plan terms and generally applicable Company policies.  These currently include, but are not limited to:

 

-

health insurance such as medical, dental and vision;

 

-

company-paid basic life insurance, accidental death and dismemberment, and short- and long-term disability;

 

-

paid time off such as accrued vacation, sick leave and company-paid holidays;

 

-

401(k) retirement savings plan; and employee stock purchase plan;

 

-

Partially subsidized onsite parking and T / Commuter Pass.

For additional details, please review the enclosed Employees Benefits You Can Count On document.

Background Check and Reference Check.

As a part of Sarepta’s employment process, we reserve the right to conduct background checks and/or reference checks on all potential employees to the fullest extent permitted under applicable law.  This offer of employment, therefore, is contingent upon your successful completion of these checks.

Employment At-Will.

This letter and your response are not intended to constitute a contract of employment for a definite term.  If you accept our offer of employment, you will be an employee at-will, meaning that either you or the Company may terminate our employment relationship at any time for any reason, with or without cause and with or without advance notice.  None of the benefits offered to you by the Company create a right to continue in employment for any particular period of time.  The terms and conditions of your employment, including without limitation your job title, hours of work, work location, compensation, the stock option plan, and other employee benefits may change over the course of employment at the Company’s sole discretion.

Proprietary Rights Agreement.

As a condition of your employment, you are required to sign a Confidential Proprietary Rights and Non-Disclosure Agreement (“CDA”).  The CDA is enclosed to give you an opportunity to read it carefully prior to your Hire Date.  The CDA must be signed on or before your Hire Date as a condition of employment.

We would like to emphasize the importance we place on the proper treatment of all proprietary information, including that which you may have come into contact with in your prior employment.  The Company is extending this offer to you based upon your general skills and abilities, and not your possession of any trade secret, confidential or proprietary information of a former employer.  The Company requires that you do not obtain, keep, use for Sarepta’s benefit, or disclose this type of information from any prior employers to Sarepta.  By accepting this offer, you will also be affirming to the Company that you are not a party to any agreement with a prior employer that would prohibit your employment with us.

Moreover, you agree that during the term of your employment, you will not engage in any other employment, occupation, consulting, or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company.

Change in Control Agreement and Severance Agreement

You will be eligible to enter into the attached Change in Control and Severance Agreement (“CIC Agreement”) and Severance Agreement, subject to Compensation Committee approval.

Eligibility for Employment.

In compliance with the United States’ Citizenship and Immigration Services, Sarepta must verify your identity and eligibility for employment in the United States within 3 business days of your Hire Date. For a list of acceptable documents, please visit http://www.uscis.gov/i-9.  Please bring the appropriate documents listed on that form with you when you report for work.  Sarepta will not be able to employ you if you fail to comply with this requirement.

In addition, since the Company is a Federal contractor, we participate in e-Verify, an Internet-based system that allows businesses to determine the eligibility of their employees to work in the United States.  For more information on this service, please visit http://www.uscis.gov/e-verify.

4813-4438-5394, v. 1


Page 3 of 3

 

Acceptance.

If you wish to accept this offer of employment with Sarepta, please sign below and return one signed copy to me.  This offer of employment will expire on November 15, 2019.

This offer of employment, the CDA, the CIC Agreement and the Severance Agreement constitute the entire agreement, and supersedes all prior agreements, understanding or statements concerning your employment and all related matters, including, but not limited to, any representations made during your interviews or relocation negotiations, whether written or oral. This offer of employment letter, including, but not limited to, its at-will employment provision, may not be modified or amended, and no breach is regarded as waived, except by a written agreement signed by the Company’s CEO and President and you.

We are pleased to welcome you to Sarepta.  If you have any questions, please do not hesitate to contact me at [**].

Sincerely,

/s/ Joan Nickerson

Joan Nickerson

Senior Vice President, Human Resources

Enclosures

Agreed to and accepted:

I accept the written terms in this offer of employment letter.

 

Signature

/s/ William Ciambrone

 

Date:

11/12/2019

 

4813-4438-5394, v. 1


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/26/20
For Period end:12/31/194
11/15/19
11/11/19
 List all Filings 


9 Subsequent Filings that Reference this Filing

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

 3/28/24  Sarepta Therapeutics, Inc.        S-8 POS     3/28/24    4:220K                                   Donnelley … Solutions/FA
 3/28/24  Sarepta Therapeutics, Inc.        S-8 POS     3/28/24    4:220K                                   Donnelley … Solutions/FA
 3/28/24  Sarepta Therapeutics, Inc.        S-8 POS     3/28/24    4:220K                                   Donnelley … Solutions/FA
 3/28/24  Sarepta Therapeutics, Inc.        S-8 POS     3/28/24    4:220K                                   Donnelley … Solutions/FA
 2/28/24  Sarepta Therapeutics, Inc.        10-K       12/31/23  119:18M                                    Donnelley … Solutions/FA
 2/28/23  Sarepta Therapeutics, Inc.        10-K       12/31/22  119:23M                                    Donnelley … Solutions/FA
 3/02/22  Sarepta Therapeutics, Inc.        S-3ASR      3/02/22    4:438K                                   Donnelley … Solutions/FA
 3/01/22  Sarepta Therapeutics, Inc.        10-K       12/31/21  121:20M                                    Donnelley … Solutions/FA
 3/01/21  Sarepta Therapeutics, Inc.        10-K       12/31/20  124:22M                                    ActiveDisclosure/FA
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