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SEC Filings

BEIGENE, LTD. filed this Form 10-Q on 08/09/2018
Entire Document

(p) Release of Claims” shall mean a separation and release agreement in a form and scope acceptable to the Company, which shall contain, among other things, a comprehensive release of any and all claims against the Company and non-disparagement provision in favor of the Company.

(q) Severance Benefits” shall have the meaning set forth in Section 7(c) hereof.

(r) Severance Term” shall mean the 18-month period following Employee’s termination by the Company without Cause.

(s) Term” shall mean the period specified in ‎Section 2 hereof.

Section 2. Acceptance and Term.

The Company agrees to employ Employee, and Employee agrees to serve the Company, on the terms and conditions set forth herein.  The Term of this Agreement shall commence on the Effective Date and continue thereafter until terminated by mutual agreement or in accordance with, and subject to the provisions of, Section 7 hereof and PRC law.

Section 3. Position, Duties, and Responsibilities; Place of Employment.

(a) Position, Duties, and Responsibilities.  During the Term, Employee shall be employed by the Company and serve as President, BeiGene, Ltd. and General Manager, China (together with such other position or positions consistent with Employee’s title as the Board, in its sole discretion, shall specify from time to time).  Employee’s initial duties and responsibilities are set forth in Exhibit B attached hereto.  To the extent requested by the Board or the Company, Employee agrees to serve as an officer and/or director of (i) BeiGene, Ltd., (ii) the Company, and (iii), with Employee’s prior consent, which consent shall not be unreasonably withheld, any other member of the Company Group, in each case without additional compensation. 

(b) Performance.  Employee shall devote his or her full business time, attention, skill, and best efforts to the performance of his or her duties under this Agreement and shall not engage in any other business or occupation during the Term, including, without limitation, any activity that (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of Employee’s duties for the Company, or (z) interferes with Employee’s exercise of judgment in the Company’s best interests.  Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) performing services for such other company as the Company may designate or permit, (ii) serving, with the prior written consent of the  Chief Executive Officer or Board, not to be unreasonably withheld, as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, and (iii) engaging in charitable activities and community affairs; provided,  however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of Employee’s duties and responsibilities hereunder.

(c) Place of Employment.  Employee shall perform his or her duties and responsibilities at the Company office designated by the Company.  In addition, Employee will be expected to travel in connection with his or her job on a regular and routine basis, including (without limitation) travel to the Company Group facilities in China and the United States.

Section 4. Compensation. 

During the Term, Employee shall be entitled to the following compensation:

(a) Base Salary.  Employee shall be paid an initial annualized Base Salary, payable in accordance with the regular payroll practices of the Company, of RMB 3,750,000.  The Company will review the Base Salary on a regular basis and make adjustments as determined by the Compensation Committee, in its sole discretion.


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