Exhibit 10.1
Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed or constitutes personal information. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 7, 2025 by and between Iovance Biotherapeutics, Inc., a Delaware corporation (the “Company”), and Corleen Roche (“Employee”) (either party individually, a “Party”; collectively, the “Parties”).
WHEREAS, the Company desires to employ Employee to serve in the position as set forth below;
WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and conditions of Employee’s employment by the Company and to address certain matters related to Employee’s employment with the Company;
WHEREAS, both the Company and the Employee have read and understood the terms and provisions set forth in this Agreement, and Employee acknowledges Employee has been afforded a reasonable opportunity to review this Agreement with Employee’s legal counsel to the extent desired;
NOW, THEREFORE, in consideration of the foregoing, the promises and obligations set forth below and for other good and valuable consideration, the receipt of which is hereby acknowledged by the Parties, the Company and Employee agree and intend to be legally bound, as follows:
| 2. | Position and Duties. |
| 2.2 | Best Efforts/Full-Time. |
2.2(a) Employee understands and agrees that Employee will faithfully devote Employee’s best efforts and substantially all of her time during business hours to the faithful and loyal performance of her job duties to the Company (except for permitted vacation periods and reasonable periods of illness or other incapacity). Employee will abide by all policies duly adopted by the Company, as well as all applicable federal, state and local laws, regulations or ordinances. Employee will act in a manner that Employee reasonably believes to be in the best interest of the Company at all times. Employee further understands and agrees that Employee has a fiduciary duty of loyalty to the Company to the extent provided by applicable law and that Employee will take no action which materially harms the business, business interests, or reputation of the Company.
2.2(b) Employee agrees that she shall not, directly or indirectly, (i) engage
Exhibit 10.1
or participate in any outside activity that would, or may be perceived to, conflict with the best interests of the Company or Employee’s duties to the Company, or (ii) provide services to or invest in any corporation or entity that competes or intends to compete with the business of the Company.
2.2(c) Employee agrees that, during the term of this Agreement, Employee shall work exclusively for the Company. Consequently, Employee agrees to not accept employment, of any kind, from any person or entity other than the Company, and to not perform duties or render services to any person or entity other than the Company. Notwithstanding the foregoing, nothing herein shall prohibit Employee from (i) serving as a member of the board of directors of an entity engaged solely in charitable activities or community affairs, provided that, such activity shall be limited by Employee so as not to interfere with the performance of Employee’s duties and responsibilities hereunder; (ii) owning, as a passive investment, less than 1% of capital stock of any corporation listed on the national securities exchange or a publicly traded over-the-counter market; or (iii) engaging in any other manner of employment, consulting or other business activity with the written consent of the Company, the Chief Executive Officer, or as approved by the Company’s Board of Directors or a committee thereof (collectively, the “Board”). Employee may be permitted to serve on up to two (2) boards of directors of other for- profit organizations, provided that such directorships do not conflict or compete with the Company’s business or that her service in these directorships otherwise may harm the interests of the Company, subject to the foregoing conditions and obligations of this Agreement, including pre-approval by the Board.
| 4. | Compensation. |
Months from the Effective Date through the Separation Date | Portion of total value of Signing Bonus Payments repayable by Employee to Company |
< 18 months | 100% |
18 months through 24 months | 50% |
> 24 months | 0% |
Exhibit 10.1
For avoidance of doubt, the Signing Bonus Payment is an advance only and shall not be deemed earned unless the foregoing requirements for the Signing Bonus Payment are satisfied.
Exhibit 10.1
or revoked at any time, without notice or the consent of the Employee, unless otherwise provided by law. Moreover, to the extent that these benefits are provided pursuant to policies or plan documents adopted by the Company, Employee acknowledges and agrees that these benefits shall be governed by the applicable employment policies or plan documents. The benefits to be provided to Employee shall include group health insurances and participation in a 401(k) plan. Employee will be eligible to receive paid time off benefits in the form of six (6) weeks of paid vacation, plus sick days and holidays. The amount, eligibility and extent of these benefits shall be governed by the Company’s applicable policy documented in the Employee Handbook in effect and as amended from time to time and in compliance with applicable law.
(b) maintain, at its sole expense, director and officer liability insurance covering Employee in Employee’s capacity as an officer or employee of the Company or its affiliates.
| 6. | Termination of Employee’s Employment. |
Exhibit 10.1
Exhibit 10.1
| 6.5 | Application of Section 409A. |
6.5(a) Notwithstanding anything set forth in this Agreement to the contrary, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) shall be paid unless and until Employee has incurred a “separation from service” within the meaning of the Section 409A Regulations. To the extent any amounts payable under this Agreement upon Employee’s separation from service are treated as a deferral of compensation subject to Section 409A of the Code and the period during which Employee may review and execute a release of claims begins in one taxable year and ends in a subsequent taxable year, such amounts will not be paid or commence until the second taxable year.
6.5(b) The Company intends that income provided to Employee pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, Company does not guarantee any particular tax effect for income provided to Employee pursuant to this Agreement. In any event, except for Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Employee, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to Employee pursuant to this Agreement.
6.5(c) Furthermore, to the extent that Employee is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Employee’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee’s separation from service shall be paid to Employee before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Employee’s separation from service or, if earlier, the date of Employee’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment
Exhibit 10.1
Date will be accumulated and paid on the Delayed Payment Date.
6.5(d) Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (i) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (ii) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.
6.5(e) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.
| 7. | Employment and Post-Employment Covenants. |
| 8. | General Provisions. |
Exhibit 10.1
[Execution Page Follows]
Exhibit 10.1
THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS SHOWN BELOW.
Corleen Roche
/s/ Corleen Roche
[***]
COMPANY:
Iovance Biotherapeutics, Inc.
By: /s/ Frederick Vogt
Name: Frederick Vogt, Ph.D., J.D.
Title:Interim Chief Executive Officer and President, and General Counsel
825 Industrial Road, Suite 100
San Carlos, California 94070