0001645113
false
0001645113
2024-08-26
2024-09-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
August 30, 2024
Date of Report (date of earliest event reported)
NovoCure Limited
(Exact name of registrant as specified in its charter)
Jersey 001-37565 98-1057807
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
No. 4 The Forum, Grenville Street St. Helier Jersey JE2 4UF
(Address of Principal Executive Offices) (Zip Code)
+
44 (0) 15
3475 6700
Registrant's telephone number, including area code
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Ordinary Shares, no par value NVCR The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)240.12b-2 of this
chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
o
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Item/5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Resignation of Chief Executive Officer; Transition of Chief Financial
Officer; Resignation of Chief Operating Officer
On September 3, 2024, Asaf Danziger, Chief Executive Officer of NovoCure
Limited (the "Company") resigned from that position effective January 1, 2025
and accepted a new role as Senior Advisor, effective January 1, 2025. Mr.
Danziger will continue as a Director of the Company. As of the date of this
Report, Mr. Danziger and the Company have not entered into any material plan,
contract or arrangement in connection with his appointment as a Senior
Advisor. The Company will file an amendment to this Report as required once
such a plan, contract or arrangement has been entered into.
On September 3, 2024, the Company announced that Ashley Cordova, the Company's
current Chief Financial Officer will become the Company's Chief Executive
Officer, effective January 1, 2025 as more fully described in item 5.02(c)
below.
On September 3, 2024, the Company also announced that Wilco Groenhuysen, the
Company's Chief Operating Officer, resigned effective October 1, 2024. Mr.
Groenhuysen will serve as a Senior Advisor to the Company, also effective
October 1, 2024.
(c) Appointment of New Chief Executive Officer
Appointment of Ashley Cordova as Chief Executive Officer
On September 3, 2024, the Company announced the appointment of Ashley Cordova,
age 45, who is currently serving as the Company's Chief Financial Officer, as
the Chief Executive Officer of the Company and its respective direct and
indirect subsidiaries and affiliates (together, the "Novocure Group"),
effective January 1, 2025. Ms. Cordova will remain the Chief Financial Officer
until a replacement is named and appointed.
Ms. Cordova has served as the Company's Chief Financial Officer since
September 2020. Ms. Cordova joined the Company in June 2014 as Director of
Global Treasury. In March 2015, she became the Company's Senior Director,
Investor Relations and Global Treasury, and in July 2016, she became the
Company's Vice President, Finance and Investor Relations. Prior to joining
Novocure, Ms. Cordova served in various financial roles at Zoetis Inc. from
2012 to 2014 and Pfizer Inc. from 2005 to 2012. Ms. Cordova graduated with a
bachelor's degree in music and business from Furman University and earned her
International Master of Business Administration from the University of South
Carolina.
There are no family relationships between Ms. Cordova and any director or
executive officer of the Company. There are no relationships or related person
transactions between Ms. Cordova and the Company that would be required to be
reported under Item 404(a) of Regulation S-K. As of the date of this Report,
Ms. Cordova and the Company have not entered into any material plan, contract
or arrangement in connection with her appointment as Chief Executive Officer.
The Company will file an amendment to this Report as required once such a
plan, contract or arrangement has been entered into.
Item 7.01 Regulation FD Disclosure.
On September 3, 2024, the Company issued a press release announcing the
resignations of Asaf Danziger as Chief Executive Officer and Wilhelmus
Groenhuysen as Chief Operating Officer, and the appointment of Ashley Cordova
as Chief Executive Officer, in addition to other management changes. A copy of
the press release is attached to this report as Exhibit 99.1.
Item 8.01 Other Events.
In connection with Mr. Groenhuysen's acceptance of his new position as Senior
Advisor, Mr. Groenhuysen has entered into a new employment agreement with a
subsidiary of the Company (the "Groenhuysen Employment Agreement"), effective
October 1, 2024, to replace his existing employment agreement, dated as of
September 1, 2020./Under the Groenhuysen Employment Agreement, Mr.
Groenhuysen's employment is "at-will" and may be terminated by either Mr.
Groenhuysen or us at any time, subject to our obligation to provide severance
in certain instances as discussed below. Mr. Groenhuysen's employment
agreement terminates at the close of business on April 30, 2026 (the "End
Date"), unless sooner terminated in accordance with his agreement. During the
term of his agreement, Mr. Groenhuysen will receive $615,000 per year through
September 30, 2025
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and $120,000 per year through the End Date (the "Base Salary"), subject to
adjustment by the Company's Compensation Committee of the Board of Directors
if Mr. Groenhuysen is a full-time employee of another company after January 1,
2025. Upon termination of Mr. Groenhuysen's employment by the Company without
"cause" (but for reasons other than death or "disability") or resignation by
Mr. Groenhuysen for "good reason" (each a "Qualifying Termination") within 12
months following a change in control, and subject to Mr. Groenhuysen's
execution without revocation of a release of claims, Mr. Groenhuysen will be
eligible to receive an amount equal to the sum of 1.5 times his Base Salary
times a fraction equal to the number of days remaining from the date of the
Qualifying Termination through the End Date divided by the total number of
days of the effective date through the End Date, and to the extent he timely
elects COBRA continuation coverage and pays the full monthly premiums, a
monthly amount equal to the full monthly premium for COBRA continuation
coverage for the level of coverage in effect for Mr./Groenhuysen and his
eligible dependents as of the date of termination until the earlier of (i) 12
months following the date of termination and (ii) the date Mr. Groenhuysen is
eligible for coverage under a subsequent employer's health plan. Additionally,
any share options or other equity awards other than PSUs granted to Mr.
Groenhuysen after the effective date of his employment agreement will become
fully vested on the date of such termination. Pursuant to his employment
agreement, Mr./Groenhuysen is subject to perpetual confidentiality and
non-disparagement covenants, as well as non-compete and employee, customer and
supplier non-solicit covenants applicable during his employment and for nine
months thereafter. The foregoing description of the Groenhuysen Employment
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Groenhuysen Employment Agreement, a copy of
which is attached to this report as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Employment Agreement between Wilhelmus Groenhuysen and Novocure USA LLC effective as of October 1, 2024
99.1 Press Release of NovoCure Limited, dated September 3, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NovoCure Limited
(Registrant)
Date: September 3, 2024
By:
/s/ Ashley Cordova
Name: Ashley Cordova
Title: Chief Financial Officer
Exhibit 10.1
October 1, 2024
Mr. Wilhelmus Groenhuysen
1150 Queens Rangers Lane
West Chester, PA 19382
USA
Dear Wilco:
The purposes of this letter (this "
Agreement
") are to amend and restate the terms and conditions of your Prior Agreement
(as defined below) and to set forth and acknowledge certain terms of your
continued employment with the Novocure Group. Your formal employment
relationship will continue to be with Novocure USA LLC, a Delaware limited
liability company (the "
Company
") and a wholly owned subsidiary of NovoCure Limited, a Jersey (Channel
Islands) corporation (the "
Parent
"). References herein to the "
Novocure Group
" shall mean and refer to, collectively, the Parent, the Company and their
respective direct and indirect subsidiaries and affiliates. Effective October
1, 2024 (the "
Effective Date
"), this Agreement will supersede and replace in its entirety the employment
letter agreement between you and the Company, dated as of September 1, 2020
(the "
Prior Agreement
").
1.
Start Date
.
The Company shall continue to employ you, and you shall continue to serve the
Company, on the terms and conditions set forth in this Agreement. Your
employment with the Company initially commenced on January 1, 2012 (the "
Start Date
"). From and after the Effective Date, you will continue to carry out your
day-to-day activities hereunder in an office of the Company located in the
Wayne, Pennsylvania area and from your home.
2.
Duties and Responsibilities
.
While you are employed by the Company, you will serve as and have the title of
Senior Advisor to the Chief Executive Officer, and you will report to, and be
subject to the reasonable direction and control of, the Chief Executive
Officer of the Company (the "
CEO
") as well as the board of managers (or similar governing body) of the Company
and the board of directors of Parent (the "
Board
"). You will have such duties and responsibilities that are commensurate with
your position and such other duties and responsibilities as are from time to
time reasonably and lawfully assigned to you by the CEO. Nothing in this
Agreement other than the provisions of Section 7 hereof shall prevent you from
accepting full or part-time employment or consultancy, or appointment to or
continuing to serve on any board of directors or trustees of any non-competing
business corporation, charitable organization or other entity. Notwithstanding
the foregoing, you will not engage in any activities that could create an
actual or perceived business or fiduciary conflict of interest with the
Novocure Group or unreasonably interfere with the conduct of your obligations
under this Agreement or any Novocure Group policy or applicable law or
regulation (including the laws of any stock exchange on which the shares of
Parent stock are listed).
3.
Base Salary
.
(a)
While you are employed by the Company, the Company will pay you a base salary
payable in accordance with the usual payroll practices of the Company as
follows (the "
Base Salary
"): (i) from the Effective Date through September 30, 2025, the rate of
$25,625 per semimonthly pay period $615,000 annualized); and (ii) from October
1, 2025 through the end of the Term (as defined below) the rate of $5,000 per
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Exhibit 10.1
semimonthly pay period ($120,000 annualized). Notwithstanding the foregoing,
if you accept full-time employment with another entity as described in
paragraph 2 and any time the terms of such employment changes prior to October
1, 2025, you agree to immediately notify our general counsel per paragraph 18
below with the terms of such employment (including the name of the
organization, job title, basic job functions, salary and expected bonus).
Thereafter, the Compensation Committee of the Board of Directors of the
Company shall have the right, in its sole and absolute discretion, to reduce
your Base Salary for the period from the date such employment begins (but not
before January 1, 2025) through September 30, 2025 in any manner (but not
below $5,000 per semimonthly pay period).
(b)
You will not be eligible to participate in any cash-based bonus plan, program
or arrangement in 2025. The Company shall pay you an annual bonus payment for
2024 (expected to be payable by March 15, 2025). The payment and amount of
such bonus will be determined by the Compensation Committee of the Board of
Directors Novocure according to the policies and procedures established by the
Company and consistent with other peers on the Executive Leadership Team.
4.
Equity
.
You will not be eligible to receive any additional equity-based awards under
the NovoCure Limited 2024 Omnibus Incentive Plan or such other equity-based
long-term incentive compensation plan, program or arrangement generally made
available to similarly situated employees ("Equity Plans"). Nothing herein
shall impair any prior awards under any Equity Plan. All units, shares,
options, performance-based share awards ("PSUs") or grants ("Outstanding
Grants") shall continue to vest based on your continued employment with the
Company pursuant to the terms of the Plan. Specifically with respect to any
PSUs that were awarded to you that are outstanding as of the date of this
Agreement, so long as you remain an employee of the Company on the on the date
of vesting, if the Compensation Committee determines that any such PSUs shall
vest with respect to the other executive officers of the Company who received
such PSUs, then your PSUs will also vest pursuant to the terms of such grant.
If there is a Change in Control (as that term is defined in the Plan) while
this Agreement is still in effect, to the extent the Compensation Committee
determines that equity grants under the Plans made to executive officers of
the Company will accelerate upon such Change in Control (it being understood
that such determination is currently in effect, subject to change at the
future discretion of the Compensation Committee), then the Outstanding Grants
will accelerate on the same terms.
5.
Benefits and Fringes
.
(a)
General
.
Except as provided otherwise herein and except as provided in paragraph (b)
below in respect of health benefits, while you are employed by the Company,
you will be entitled to such benefits and fringes, if any, as are generally
provided from time to time by the Company to its similarly-situated employees,
subject to the satisfaction of any eligibility requirements.
(b)
Health Benefits
.
While you are employed by the Company, you and your eligible dependents will
be permitted to participate in such medical, dental and other benefit plans,
programs or arrangements established by the Company from time to time for
similarly-situated employees, subject to the satisfaction of any eligibility
requirements.
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Exhibit 10.1
(c)
Vacation
.
You will be entitled to annual paid vacation in accordance with the Company's
vacation policies in effect from time to time, which may be taken at such
times as you elect with due regard to the needs of the Company.
(d)
Reimbursement of Business and Other Allowances
.
Upon presentation of appropriate documentation and subject to Section 11(c),
you will be reimbursed in accordance with the Company's expense reimbursement
policy as in effect from time to time for all reasonable and necessary
business expenses incurred in connection with the performance of your duties
and responsibilities hereunder.
6.
Term; Termination of Employment
.
(a)
This Agreement will commence on the Effective Date and terminate, and your
employment with the Company will end, at the close of business on April 30,
2026 (the "End Date") unless earlier terminated in accordance with the
provisions of this Section 6 (the "Term"). At all times during the Term, your
employment with the Company is "at-will," which means that employment with the
Company may be terminated by the Company at any time with or without Cause (as
defined below) or by you at any time with or without Good Reason (as defined
below).
(b)
For purposes of this Agreement, "
Cause
" shall mean a determination by the Board that any of the following have
occurred: (i) your failure to follow the lawful and reasonable directives of
the Company or the Board; (ii) your material violation of any material Company
policy, including any provision of a Code of Conduct or Code of Ethics adopted
by the Company; (iii) your commission of any act of fraud, embezzlement,
dishonesty or any other willful or gross misconduct that in the reasonable
judgment of the Board has caused or is reasonably expected to result in
material injury to the Company; (iv) your unauthorized use or disclosure of
any proprietary information or trade secrets of any member of the Novocure
Group or any other party to whom you owe an obligation of nondisclosure as a
result of your relationship with the Company that in the reasonable judgment
of the Board has caused or is reasonably expected to result in material injury
to the Company; (v) your conviction of, or plea of guilty or "
nolo contendere
" to, a felony or misdemeanor (other than a minor traffic offense); or (vi)
your material breach of any of your obligations under this Agreement or any
written agreement between you and any member of the Novocure Group. Except for
any such event or condition which, but its nature, cannot reasonably be
expected to be cured, with respect to the events or conditions described in
clauses (i), (ii) or (vi), you shall have thirty (30) days after receipt of
written notice from the Company specifying the events or conditions
constituting Cause in reasonable detail within which to cure any events or
conditions constituting Cause, provided that the Company serves notice of such
events or conditions and intended termination within sixty (60) days of the
occurrence thereof, and such Cause shall not exist unless either you are not
entitled to notice under this sentence, or, if you are entitled to such
notice, you fail to cure such acts constituting Cause within such thirty
(30)-day cure period.
(c)
For purposes of this Agreement, "
Good Reason
" shall mean that you have complied with the "Good Reason Process" following
the occurrence of any of the following events: (i) the Company's material
failure to make any required payment to you hereunder; or (ii) the Company's
willful breach of any of its material obligations
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Exhibit 10.1
under any written agreement with you. For purposes of this Agreement, "
Good Reason Process
" shall mean that (a) you notify the Company in writing of the occurrence of
the alleged Good Reason condition within sixty (60) days of you becoming aware
of the occurrence of such condition; (b) the Company shall have a period of
not less than thirty (30) days following such notice (the "
Cure Period
") to remedy the alleged condition, during which time you cooperate in good
faith with the Company's efforts to remedy the condition; (c) the alleged Good
Reason condition is not remedied during the Cure Period; and (d) you terminate
your employment within sixty (60) days after the end of the Cure Period. If
the Company cures the alleged Good Reason condition during the Cure Period,
Good Reason shall be deemed not to have occurred.
(d)
Subject to Sections 6(e) and 11(c), upon termination of your employment for
any reason, the Company will have no obligations under this Agreement other
than to pay or provide you: (w) any unpaid Base Salary through the date of
termination, in a lump sum in cash within 30 days after the date of
termination; (x) payment in respect of your earned but unused vacation time
through the date of termination (but not in excess of one year's vacation
time, ignoring any vacation carried over from prior years) in a lump sum in
cash within 30 days after the date of termination; (y) reimbursement for any
unreimbursed expenses reasonably incurred consistent with Novocure Group
policies then in effect through the date of termination, in a lump sum in cash
within 30 days after the date of termination; and (z) benefits in accordance
with the terms of the applicable plans and programs of the Company
(collectively, including the timing of payment or provision, the "
Accrued Benefits
").
(e)
In addition to the Accrued Benefits, upon a Qualifying Termination (defined
below) within twelve (12) months following a Change in Control (as defined in
the Plan), then, subject to your timely execution and delivery to the Company
of a release of claims in substantially the form attached hereto as
Exhibit A
(the "
Release
") within twenty-one (21) days, or if required by law, forty-five (45) days,
following the date of the Qualifying Termination, and the expiration of the
seven (7)-day right of revocation with respect to the Release, the Company
shall provide you with the following: (I) an aggregate amount equal to the
product of (a) one hundred and fifty (150%) of your Base Salary and (b) a
fraction equal to the number of days from the date of the Qualifying
Termination through the End Date divided by 456 (the number of days from the
Effective Date through the End Date), payable in substantially equal
installments in accordance with the Company's payroll practices over a period
from the Qualifying Termination through the End Date; (II) provided you timely
elect and remain eligible for continuation coverage pursuant to Part 6 of
Title I of ERISA ("
COBRA
"), the Company shall pay or reimburse you an amount equal to the full monthly
premium for COBRA continuation coverage under the Company's medical plan as in
effect as of the date of the Qualifying Termination with respect to the level
of coverage in effect for you and your eligible dependents as of such date, on
a monthly basis on the first business day of the calendar month next following
the calendar month in which the applicable COBRA premiums were paid (the "
COBRA Benefit
"), with respect to the period from the date of the Qualifying Termination
until the earlier of (x) the date twelve (12) months following such date, (y)
the date on which you accept employment from a third party which third party
employer provides to you comparable health and medical benefits, and (z) the
End Date; and
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Exhibit 10.1
(III) all stock options or other equity or equity-based awards held by you
that have not previously become vested and (if applicable) exercisable as of
the date of the Qualifying Termination shall, upon such termination, become
immediately and fully vested and exercisable, without regard to the terms of
any applicable award agreement or plan document, and such awards shall
otherwise continue to apply on the same terms. Subject to Section 11(c) of
this Agreement, the payments described in this Section 6(e) will be paid or
provided (or begin to be paid or provided) as soon as administratively
practicable after the Release becomes irrevocable (and any amount which would
have otherwise been paid prior to such date paid in a lump sum at such time,
and any remaining payments on the schedule described above); provided that
with respect to any such amounts that constitute "nonqualified deferred
compensation" subject to Section 409A (as defined below), if the period during
which you may consider and revoke the Release begins in one taxable year and
ends in a second taxable year, no such payments shall be made until the second
taxable year. For purposes of this Agreement, a "Qualifying Termination" means
a termination of your employment by (i) the Company other than (A) for Cause
or (B) as a result of your death or Disability (as defined in the Plan) or
(ii) you for Good Reason.
7.
Covenants
.
(a)
Non-Competition
.
So long as you are employed by the Company under this Agreement and for the
nine (9)-month period following the termination of your employment with the
Company for any reason (the "
Restricted Period
"), you agree that you will not, directly or indirectly, without the prior
written consent of the Company, engage in Competition with the Novocure Group.
"
Competition
" means participating, directly or indirectly, as an individual proprietor,
partner, stockholder, officer, employee, director, joint venturer, investor,
lender, consultant or in any other capacity whatsoever in any business or in
the development of any business if (A) such business competes or would compete
with the business of the Novocure Group (it being understood that the business
of the Novocure Group is the development and commercialization of its
proprietary tumor treating fields (TTF) therapy for the treatment of solid
tumor cancers (the "
Business
")) and (B) your activities related to such business would create the
opportunity for you to use confidential and proprietary information of the
Novocure Group in connection with any other product being developed,
manufactured, supplied or sold by any such business or business under
development that competes with or upon introduction of a product would compete
with the Business. For the avoidance of doubt and by way of example, the
foregoing restrictions would not preclude you from being employed by a
pharmaceutical company during the Restricted Period to the extent that your
activities at such pharmaceutical company would not be directly related to the
development, marketing or sale of products that are directly competitive with
the Business. Notwithstanding the foregoing, nothing contained in this Section
7(a) shall prohibit you from (i) investing, as a passive investor, in any
publicly held company provided that your beneficial ownership of any class of
such publicly held company's securities does not exceed one percent (1%) of
the outstanding securities of such class, or (ii) with the consent of the
Board, entering the employ of any academic institution or governmental or
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Exhibit 10.1
regulatory instrumentality of any country or any domestic or foreign state,
county, city or political subdivision.
(b)
Confidentiality
.
You agree that you will not, directly or indirectly, use, make available,
sell, disclose or otherwise communicate to any person or entity, other than in
the course of your assigned duties hereunder and for the benefit of the
Novocure Group, either while you are employed by the Company hereunder or at
any time thereafter, any business and technical information or trade secrets,
nonpublic, proprietary or confidential information, knowledge or data relating
to the Novocure Group, whether the foregoing will have been obtained by you
during your employment or otherwise. The foregoing will not apply to
information that (i) was known to the public prior to its disclosure to you;
(ii) becomes generally known to the public or in the industry subsequent to
disclosure to you through no wrongful act by you or any of your representatives;
or (iii) you are required to disclose by applicable law, regulation or legal
process (provided that you provide the Company with prior notice of the
contemplated disclosure and cooperate with the Company in seeking a protective
order or other appropriate protection of such information). Notwithstanding
the foregoing or any other provision in this Agreement or otherwise, nothing
herein shall prohibit you from reporting possible violations of federal or
state law or regulation to any governmental agency or entity or self-regulatory
organization including but not limited to the Department of Justice, the
Securities and Exchange Commission, Congress, and any agency Inspector
General, or making other disclosures that are protected under the
whistleblower provisions of federal or state law or regulation (it being
understood that you do not need the Company's prior authorization to make any
such reports or disclosures and you are not required to notify the Company
that you have made such reports or disclosures).
(c)
Non-Solicitation of Customers
.
You agree that during the Restricted Period, you will not, directly or
indirectly, solicit or influence, or attempt to solicit or influence,
customers of the Novocure Group to purchase goods or services then sold by the
Novocure Group from any other person or entity.
(d)
Non-Solicitation of Suppliers
.
You agree that during the Restricted Period, you will not, directly or
indirectly, solicit or influence, or attempt to solicit or influence, the
Novocure Group's suppliers to provide goods or services then provided to the
Novocure Group to any other person or entity in Competition with the Novocure
Group.
(e)
Non-Solicitation of Employees
.
You recognize that you will possess confidential information about other
employees of the Novocure Group relating to their education, experience,
skills, abilities, compensation and benefits, and inter-personal relationships
with customers of the Novocure Group. You recognize that the information you
possess and will possess about these other employees is not generally known,
is of substantial value to the Novocure Group in developing its business and
in securing and retaining customers, and has been and will be acquired by you
because of your
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Exhibit 10.1
business position with the Novocure Group. You agree that, during the
Restricted Period, you will not (x) directly or indirectly, individually or on
behalf of any other person or entity solicit or recruit any employee of the
Novocure Group to leave such employment for the purpose of being employed by,
or rendering services to, you or any person or entity unaffiliated with the
Novocure Group, or (y) convey any such confidential information or trade
secrets about other employees of the Novocure Group to any person or entity
other than in the course of your assigned duties hereunder and for the benefit
of the Novocure Group or as otherwise required by law or judicial or
administrative process.
(f)
Non-Disparagement
.
You and the Novocure Group agree that neither will, nor induce others to,
Disparage the Novocure Group or any of their past or present officers,
directors, employees or products, or you. "
Disparage
" will mean you or any Novocure Group officer or director making comments or
statements to the press, the Novocure Group's employees or any individual or
entity with whom the Novocure Group has a business relationship, or any
prospective new employer of yours, that would adversely affect in any manner:
(i) the conduct of the business of the Novocure Group (including, without
limitation, any products or business plans or prospects); or (ii) the business
reputation of the Novocure Group, or any of its products, or its past or
present officers, directors, employees, stockholders and affiliates, or you.
Nothing in this Section 7(f) shall prevent you or representatives of the
Novocure Group from (x) pleading or testifying, to the extent that he or she
reasonably believes such pleadings or testimony to be true, in any legal or
administrative proceeding if such testimony is compelled or requested, (y)
from otherwise complying with legal requirements, or (z) your making any
truthful and normal competitive comments and statements that do not violate
Section 7 of this Agreement or, directly or indirectly, mention the Novocure
Group or any of its executives or officers and are not directed at customers
or employees of the Novocure Group.
(g)
Inventions
.
(i)
You acknowledge and agree that all trade secrets, works, concepts, drawings,
materials, documentation, procedures, diagrams, specifications, models,
processes, formulae, data, programs, knowhow, designs, techniques, ideas,
methods, inventions, discoveries, improvements, work products or developments
or other works of authorship ("
Inventions
"), whether patentable or unpatentable, (x) that relate to your work with the
Company or any other member of the Novocure Group, made, developed or
conceived by you, solely or jointly with others or with the use of any of the
Novocure Group's equipment, supplies, facilities or trade secrets or (y)
suggested by any work that you perform in connection with the Novocure Group,
either while performing your duties with the Novocure Group or on your own
time, but only insofar as the Inventions are related to your work as an
employee of the Company or the Novocure Group, will belong exclusively to the
Company (or its designee and assigns, including without limitation the Parent),
-------------------------------------------------------------------------------
Exhibit 10.1
whether or not patent applications are filed thereon. You will keep full and
complete written records (the "
Records
"), in the manner prescribed by the Company, of all Inventions, and will
promptly disclose all Inventions completely and in writing to the Company. The
Records will be the sole and exclusive property of the Company (or its
designee and assigns, including without limitation the Parent), and you will
surrender them upon the termination of your employment, or upon the Company's
request. You do hereby assign to the Company (and its designees and assigns)
the Inventions, including all rights in and to patents and other intellectual
property rights that may issue thereon in any and all countries, whether
during or subsequent to the term of this Agreement, together with the right to
file, in your name or in the name of the Company (or its designee),
applications for patents and equivalent rights (the "
Applications
"). You will, at any time during and subsequent to the term of this Agreement,
make such Applications, sign such papers, take all rightful oaths, and perform
all acts as may be requested from time to time by the Company with respect to
the Inventions and the underlying intellectual property. You will also execute
assignments to the Company (or its designee or assigns) of the Applications,
and give the Company and its attorneys all reasonable assistance (including
the giving of testimony) to obtain the Inventions and the underlying
intellectual property for its benefit, all without additional compensation to
you from the Company, but entirely at the Company's expense.
(ii)
In addition, the Inventions will be deemed "work made for hire," as such term
is defined under the copyright law of the United States, on behalf of the
Company and you agree that the Company (or its designees or assigns) will be
the sole owner of the Inventions, and all underlying rights therein, in all
media now known or hereinafter devised, throughout the universe and in
perpetuity without any further obligations or compensation to you. If the
Inventions, or any portion thereof, are deemed not to be "work made for hire,"
you hereby irrevocably convey, transfer, assign and deliver to the Company (or
its designees or assigns), all rights, titles and interests in all media now
known or hereinafter devised, throughout the universe and in perpetuity, in
and to the Inventions and the underlying intellectual property, including
without limitation, (A) all of your rights, titles and interests in the
copyrights (and all renewals, revivals and extensions thereof) related to the
Inventions and the underlying intellectual property; (B) all rights of any
kind or any nature now or hereafter recognized, including without limitation,
the unrestricted right to make modifications, adaptations and revisions to the
Inventions, to exploit and allow others to exploit the Inventions and the
underlying intellectual property; and (C) all rights to sue at law or in
equity for any infringement, or other unauthorized use or conduct in
derogation of the Inventions, known or unknown, prior to the date hereof,
including without limitation the right to receive all proceeds and damages
therefrom. In addition, you hereby waive any so-called
-------------------------------------------------------------------------------
Exhibit 10.1
"moral rights" with respect to the Inventions. You hereby waive any and all
currently existing and future monetary rights in and to the Inventions and all
patents and other intellectual property rights that may issue thereon,
including, without limitation, any rights that would otherwise accrue to your
benefit by virtue of you being an employee of or other service provider to the
Company.
(iii)
To the extent that you are unable to assign any of your right, title or
interest in any Invention under applicable law, for any such Invention and the
underlying intellectual property rights, you hereby grant to the Company (or
its designees or assigns) an exclusive, irrevocable, perpetual, transferable,
worldwide, fully paid license to such Invention and the underlying
intellectual property, with the right to sublicense, use, modify, create
derivative works and otherwise fully exploit such Invention and the underlying
intellectual property, to assign this license and to exercise all rights and
incidents of ownership of the Invention.
(iv)
To the extent that any of the Inventions are derived by, or require use by the
Company of, any works, Inventions, or other intellectual property rights that
you own, which are not assigned hereby, you hereby grant to the Company an
irrevocable, perpetual, transferable, worldwide, non-exclusive, royalty free
license, with the right to sublicense, use, modify and create derivative works
using such works, Inventions or other intellectual property rights, but only
to the extent necessary to permit the Company (or its designees or assigns) to
fully realize their ownership rights in the Inventions.
(h)
Cooperation
.
Upon the receipt of notice from the Company (including outside counsel), you
agree that while employed by the Company or any member of the Novocure Group
and for a reasonable period thereafter, you will respond and provide
information with regard to matters in which you have knowledge as a result of
your employment with the Company, and will provide reasonable assistance to
the Novocure Group and its representatives in defense of any claims that may
be made against the Novocure Group, and will assist the Novocure Group in the
prosecution of any claims that may be made by the Novocure Group, to the
extent that such claims may relate to the period of your employment with the
Company (or any predecessor) and were within your knowledge. You agree to
promptly inform the Company if you become aware of any lawsuits involving such
claims that may be filed or threatened against the Novocure Group. You also
agree to promptly inform the Company (to the extent you are legally permitted
to do so) if you are asked to assist in any investigation of the Novocure
Group (or their actions), regardless of whether a lawsuit or other proceeding
has then been filed against the Novocure Group with respect to such
investigation, and will not do so unless legally required. Subject to any
customary and reasonable limitations as may be set forth in any other written
agreement between you and any member of the Novocure Group, the Company will
reimburse you for pre-approved out-of-pocket expenses incurred in connection
with such cooperation.
-------------------------------------------------------------------------------
Exhibit 10.1
(i)
Return of Property
.
On the date of the termination of your employment with the Company for any
reason (or at any time prior thereto at the Company's request), you will
return all property belonging to the Novocure Group (including, but not
limited to, any Novocure Group provided laptops, computers, cell phones,
wireless electronic mail devices or other equipment, or documents and property
belonging to the Novocure Group, but not your personal rolodex to the extent
it contains only contact information).
(j)
Injunctive Relief
.
It is further expressly agreed that the Company will or would suffer
irreparable injury if you were to violate the provisions of this Section 7 and
that the Novocure Group would by reason of such violation be entitled to
injunctive relief in a court of appropriate jurisdiction and you further
consent and stipulate to the entry of such injunctive relief in such court
prohibiting you from violating the provisions of this Section 7.
(k)
Survival of Provisions
.
The obligations contained in this Section 7 will survive the termination of
your employment with the Company or any member of the Novocure Group and will
be fully enforceable thereafter. If it is determined by a court of competent
jurisdiction in any state that any restriction in this Section 7 is excessive
in duration or scope or extends for too long a period of time or over too
great a range of activities or in too broad a geographic area or is
unreasonable or unenforceable under the laws of that state, it is the
intention of the parties that such restriction may be modified or amended by
the court to render it enforceable to the maximum extent permitted by the law
of that state or jurisdiction.
8.
Representation
.
You represent and warrant that your execution and delivery of this Agreement
and your performing the contemplated services does not and will not conflict
with or result in any breach or default under any agreement, contract or
arrangement which you are a party to or violate any other legal restriction,
nor will any member of the Novocure Group knowingly request or require you to
take any action that would violate any prior agreement, contract or
arrangement of which the Company has been made aware on or prior to the date
of this Agreement.
9.
Assignment
.
Notwithstanding anything else herein, this Agreement is personal to you and
neither the Agreement nor any rights hereunder may be assigned by you. The
Company may assign the Agreement to an affiliate or to any acquiror of all or
substantially all of the assets of the Company or otherwise to any person in
connection with a Change in Control. This Agreement will inure to the benefit
of and be binding upon the personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees, legatees and
permitted assignees of the parties.
10.
Arbitration
.
You agree that all disputes and controversies arising under or in connection
with this Agreement, other than seeking injunctive or other equitable relief
under Section 7(j), will be settled by arbitration conducted before one (1)
arbitrator mutually agreed to by the Company and you, sitting in New York, New
York or such other location agreed to by you and the Company, in accordance
with the National Rules for the Resolution of Employment Disputes of the
American
-------------------------------------------------------------------------------
Exhibit 10.1
Arbitration Association then in effect; provided, however, that if the Company
and you are unable to agree on a single arbitrator within thirty (30) days of
the demand by another party for arbitration, an arbitrator will be designated
by the New York Office of the American Arbitration Association. The
determination of the arbitrator will be final and binding on you and the
Novocure Group. Judgment may be entered on the award of the arbitrator in any
court having proper jurisdiction. Each party will bear their own expenses of
such arbitration.
11.
Taxes
.
(a)
Withholding Taxes
.
The Company may withhold from any and all amounts payable to you such federal,
state and local taxes as may be required to be withheld pursuant to any
applicable laws or regulations.
(b)
Parachute Payments
. Anything in this Agreement to the contrary notwithstanding, in the event it
shall be determined that receipt of all payments or distributions by the
Company or its affiliates in the nature of compensation to or for your
benefit, whether paid or payable pursuant to this Agreement or otherwise,
would subject you to the excise tax under Section 4999 of the Internal Revenue
Code of 1986, as amended (the "
Code
"), the amount of "parachute payments" (within the meaning of Section 280G of
the Code) paid or payable pursuant to this Agreement (the "
Agreement Payments
") shall be reduced to the greatest amount of Agreement Payments that can be
paid that would not result in the imposition of the excise tax under Section
4999 of the Code (the "
Reduced Amount
") only if it is determined that you would be better-off, on a net after-tax
basis, if the Agreement Payments were reduced to the Reduced Amount. All
determinations required to be made under this Section 11(b) shall be made by
an independent accounting firm (the "
Accounting Firm
"), and all fees and expenses of the Accounting firm shall be borne solely by
the Company. The Accounting Firm shall provide detailed supporting
calculations to both the Company and to you, and absent manifest error, shall
be binding upon the Company and you.
(c)
Code Section 409A
.
(i)
The intent of the parties is that payments and benefits under this Agreement
comply with or be exempt from Section 409A of the Code and the regulations and
guidance promulgated thereunder (collectively, "
Section 409A
") and, accordingly, to the maximum extent permitted, this Agreement shall be
interpreted to be in compliance therewith or exempt therefrom. For purposes of
Section 409A, your right to receive any installment payments pursuant to this
Agreement shall be treated as a right to receive a series of separate and
distinct payments. Whenever a payment under this Agreement specifies a payment
period with reference to a number of days (e.g., "payment shall be made within
thirty (30) days following the date of termination"), the actual date of
payment within the specified period shall be within the sole discretion of the
Company.
(ii)
A termination of employment shall not be deemed to have occurred for purposes
of any provision of this Agreement providing for the
-------------------------------------------------------------------------------
Exhibit 10.1
payment of any amounts or benefits upon or following a termination of
employment unless such termination is also a "separation from service" within
the meaning of Section 409A and, for purposes of any such provision of this
Agreement, references to a "termination," "termination of employment" or like
terms shall mean "separation from service." If you are deemed on the date of
termination to be a "specified employee" within the meaning of that term under
Section 409A(a)(2)(B), then with regard to any payment or the provision of any
benefit that is specified herein as subject to this Section or is otherwise
considered "deferred compensation" under Section 409A (whether under this
Agreement, any other plan, program, payroll practice or any equity grant) and
is due upon your separation from service, such payment or benefit shall not be
made or provided until the date which is the earlier of (A) the expiration of
the six (6)-month period measured from the date of your "separation from
service," and (B) the date of your death (the "
Delay Period
") and this Agreement and each such plan, program, payroll practice or equity
grant shall hereby be deemed amended accordingly. Upon the expiration of the
Delay Period, all payments and benefits delayed pursuant to this Section 11(c)
(whether they would have otherwise been payable in a single sum or in
installments in the absence of such delay) shall be paid or reimbursed to you
in a lump sum on the first business day of the Delay Period, and any remaining
payments and benefits due under this Agreement shall be paid or provided in
accordance with the normal payment dates specified for them herein.
(iii)
All expenses or other reimbursements paid pursuant to Sections 5(b) or 5(d)
hereof or otherwise hereunder that are taxable income to you shall in no event
be paid later than the end of the calendar year next following the calendar
year in which you incur such expense or pays such related tax. With regard to
any provision herein that provides for reimbursement of costs and expenses or
in-kind benefits, except as permitted by Section 409A, (i) the right to
reimbursement or in-kind benefits shall not be subject to liquidation or
exchange for another benefit, (ii) the amount of expenses eligible for
reimbursement, of in-kind benefits, provided during any taxable year shall not
affect the expenses eligible for reimbursement, or in-kind benefits to be
provided, in any other taxable year, provided that the foregoing clause (ii)
shall not be violated without regard to expenses reimbursed under any
arrangement covered by Section 105(b) of the Code solely because such expenses
are subject to a limit related to the period the arrangement is in effect and
(iii) such payments shall be made on or before the last day of your taxable
year following the taxable year in which the expense occurred.
12.
Governing Law
.
This Agreement will be governed by, and construed under and in accordance
with, the internal laws of the State of New York, without reference to rules
relating to conflicts of laws.
-------------------------------------------------------------------------------
Exhibit 10.1
13.
Entire Agreement; Amendments
.
This Agreement and the agreements referenced herein contain the entire
agreement of the parties relating to the subject matter hereof, and supersede
in their entirety any and all prior agreements, understandings or
representations relating to the subject matter hereof, and upon the Effective
Date, this Agreement shall supersede the Prior Agreement in its entirety. No
amendments, alterations or modifications of this Agreement will be valid
unless made in writing and signed by the parties hereto. To the extent implied
herein, the applicable provisions of this Agreement shall survive any
termination of your employment.
14.
Section Headings
.
The section headings used in this Agreement are included solely for
convenience and will not affect, or be used in connection with, the
interpretation of this Agreement.
15.
Severability; Waiver
.
The provisions of this Agreement will be deemed severable and the invalidity
of unenforceability of any provision will not affect the validity or
enforceability of the other provisions hereof. No failure to exercise, delay
in exercising, or single or partial exercise of any right, power or remedy by
either party, and no course of dealing between the parties, shall constitute a
waiver of, or shall preclude any other or further exercise of, any right,
power or remedy.
16.
Counterparts
.
This Agreement may be executed in several counterparts (including via
facsimile), each of which will be deemed to be an original but all of which
together will constitute one and the same instruments.
17.
Compensation Recovery
. Any amounts paid pursuant to this Agreement shall be subject to recoupment
in accordance with any clawback policy that Parent and/or the Company has
adopted, adopts or is otherwise required by law to adopt, whether pursuant to
the listing standards of any national securities exchange or association on
which the Parent's securities are listed, the Dodd-Frank Wall Street Reform
and Consumer Protection Act and/or other applicable law.
18.
Notices
.
All notices, consents or other communications required or permitted to be
given under this Agreement shall be in writing and shall be deemed to have
been duly given when delivered personally or one business day after being sent
by a nationally recognized overnight delivery service, charges prepaid.
Notices also may be given by facsimile or electronically via PDF and shall be
effective on the date transmitted if confirmed within 48 hours thereafter by a
signed original sent in the manner provided in the preceding sentence. Notice
to you shall be sent to your most recent address on file with the Company.
Notice to the Company shall be sent to Novocure USA LLC, 1550 Liberty Ridge
Drive, Suite 115, Wayne, PA 19087, Attention: General Counsel and
electronically to bbenarye@novocure.com. Either party may change its address
for notice and the address to which copies must be sent by giving notice of
the new addresses to the other party in accordance with this Section 18,
provided, however, that any such change of address notice shall not be
effective unless and until received.
19.
Indemnification; Directors and Officers Liability Insurance
. In addition to any rights to indemnification to which you may be entitled
under the Company's and/or Parent's governing documents or other agreement,
the Company and/or Parent (as
-------------------------------------------------------------------------------
Exhibit 10.1
applicable) shall indemnify you at all times during and after your employment
terminates for any reason to the maximum extent permitted under applicable
law, including its provisions regarding advancement of costs and attorneys'
fees, in connection with any action, suit, investigation or proceeding based
in whole or in part upon your actions, inaction, or status as an employee,
officer, or director of any member of the Novocure Group, except to the extent
it is finally determined by a court of competent jurisdiction that you are
either not entitled to indemnification hereunder or otherwise or that any such
action or inaction by you that gave rise to any such action, suit,
investigation or proceeding arose out of your own gross negligence, willful
misconduct or fraud. The Company and/or Parent shall maintain directors and
officers liability insurance in commercially reasonable amounts (as reasonably
determined by the Board or the Parent Board (as applicable)), and you shall be
covered under such insurance to the same extent as any other senior executives
of the Company and/or the Novocure Group, both during employment and
thereafter while potential liability exists.
We hope that you find the foregoing terms and conditions acceptable. You may
indicate your agreement with the terms and conditions set forth in this
Agreement by signing the enclosed duplicate original of this Agreement and
returning it to me.
We look forward to your employment with the Company.
Very truly yours,
NOVOCURE USA LLC
By:
__/s/ Ashley Cordova
Name: Ashley Cordova
Title: Chief Financial Officer
Dated: August 30, 2024
Accepted and Agreed
:
_/s/Wilhelmus Groenhuysen_____
Wilhelmus Groenhuysen
Dated: August 30, 2024
-------------------------------------------------------------------------------
Exhibit 10.1
EXHIBIT A
RELEASE AGREEMENT
This RELEASE AGREEMENT ("Agreement") made this [ ], [ ] (the "
Effective Date
"), between Novocure USA LLC (including its successors and assigns, the "
Company
"), and Wilco Groenhuysen (the "
Executive
").
1.
Release
.
(a)
In consideration of the amounts to be paid by the Company pursuant to the
employment letter agreement, effective as of January 1, 2024 (the "
Employment Agreement
"), Executive, on behalf of himself and his heirs, executors, devisees,
successors and assigns, knowingly and voluntarily releases, remises, and
forever discharges the Company and its parent company, subsidiaries and
affiliates, together with each of their current and former principals,
officers, directors, shareholders, agents, representatives and employees, and
each of their heirs, executors, successors and assigns (collectively, the "
Releasees
"), from any and all debts, demands, actions, causes of action, accounts,
covenants, contracts, agreements, claims, damages, omissions, promises, and
any and all claims and liabilities whatsoever, of every name and nature, known
or unknown, suspected or unsuspected, both in law and equity ("
Claims
"), which Executive ever had, now has, or may hereafter claim to have against
the Releasees by reason of any matter or cause whatsoever arising from the
beginning of time to the time he signs this Agreement arising out of his
employment by, or termination from employment by, the Company or the Novocure
Group (the "
General Release
"). References herein to the "
Novocure Group
" shall mean and refer to, collectively, the Company, Novocure Limited, a
Jersey (Channel Islands) corporation, and their respective direct and indirect
subsidiaries and affiliates. This General Release of Claims shall apply to any
Claim of any type, including, without limitation, any and all Claims of any
type that Executive may have arising under the common law, under Title VII of
the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Older Workers
Benefit Protection Act, the Americans With Disabilities Act of 1967, the
Family and Medical Leave Act of 1993, the Employee Retirement Income Security
Act of 1974, the Sarbanes-Oxley Act of 2002, each as amended, and any other
federal, state or local statutes, regulations, ordinances or common law, or
under any policy, agreement, contract, understanding or promise, written or
oral, formal or informal, between any of the Releasees and Executive and shall
further apply, without limitation, to any and all Claims in connection with,
related to or arising out of Executive's employment relationship, or the
termination of his employment, with the Company.
(b)
For the purpose of implementing a full and complete release, Executive
understands and agrees that this Agreement is intended to include all claims,
if any, which Executive or his heirs, executors, devisees, successors and
assigns may have and which Executive does not now know or suspect to exist in
his favor against the Releasees, from the beginning of time until the time he
signs this Agreement, and this Agreement extinguishes those claims.
(c)
In consideration of the promises of the Company set forth in the Employment
Agreement, Executive hereby releases and discharges the Releasees from any and
all Claims that Executive may have against the Releasees arising under the Age
Discrimination Employment Act of 1967, as amended, and the applicable rules
and regulations promulgated thereunder ("ADEA"). Executive acknowledges that
he understands that the ADEA is a federal statute that prohibits
-------------------------------------------------------------------------------
Exhibit 10.1
discrimination on the basis of age in employment, benefits and benefit plans.
Executive also understands that, by signing this Agreement, he is waiving all
Claims against any and all of the Releasees.
(d)
Except as provided in Section 6 of the Employment Agreement, Executive
acknowledges and agrees that the Company has fully satisfied any and all
obligations owed to him arising out of his employment with or termination from
the Company, and no further sums or benefits are owed to him by the Company or
by any of the other Releasees at any time.
(e)
Excluded from this General Release are any claims which cannot be waived by
law in a private agreement between employer and employee, including but not
limited to, the right to enforce this Agreement or the Employment Agreement
and recover for any breach of it and the right to file a charge with or
participate in an investigation conducted by the Equal Employment Opportunity
Commission ("EEOC") or state or local fair employment practices agency.
Executive, however, waives any right to any monetary recovery or other relief
should the EEOC or any other agency pursue a claim on his behalf.
Additionally, this General Release does not waive any right Executive may have
(i) to accrued and vested benefits or benefits otherwise due (other than
severance, termination or change in control benefits) under any employee
benefit plan of the Company or (ii) to coverage and/or indemnification by the
Company pursuant to any directors' and officers' liability insurance coverage
of the Company or pursuant to the organizational or governance documents of
the Company.
2.
Consultation with Attorney; Voluntary Agreement
. The Company advises Executive to consult with an attorney of his choosing
prior to signing this Agreement. Executive understands and agrees that he has
the right and has been given the opportunity to review this Agreement and,
specifically, the General Release in Section 1 above, with an attorney.
Executive also understands and agrees that he is under no obligation to
consent to the General Release set forth in Section 1 above. Executive
acknowledges and agrees that the payments to be made to Executive pursuant to
the Employment Agreement are sufficient consideration to require him to abide
with his obligations under this Agreement, including but not limited to the
General Release set forth in Section 1. Executive represents that he has read
this Agreement, including the General Release set forth in Section 1, and
understands its terms and that he enters into this Agreement freely,
voluntarily, and without coercion.
3.
Effective Date; Revocation
. Executive acknowledges and represents that he has been given [twenty-one
(21)/forty-five (45)]
[1]
days during which to review and consider the provisions of this Agreement and,
specifically, the General Release set forth in Section 1 above. Executive
further acknowledges and represents that he has been advised by the Company
that he has the right to revoke this Agreement for a period of seven (7) days
after signing it. Executive acknowledges and agrees that, if he wishes to
revoke this Agreement, he must do so in a writing, signed by him and received
by the Company no later than 5:00 p.m. Eastern Time on the seventh (7th) day
of the revocation period. If no such revocation occurs, the General Release
and this Agreement shall become effective on the eighth (8th) day following
his execution of this Agreement.
4.
Severability
. In the event that any one or more of the provisions of this Agreement shall
be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remainder of the Agreement shall not in any way be
affected or impaired thereby.
-------------------------------------------------------------------------------
Exhibit 10.1
5.
Governing Law
. This Agreement and any other document or instrument delivered pursuant
hereto, and all claims or causes of action that may be based upon, arise out
of or relate to this Agreement will be governed by, and construed under and in
accordance with, the internal laws of the State of New York, without reference
to rules relating to conflicts of laws.
6.
Entire Agreement
. This Agreement, the Employment Agreement and the other agreements referred
to in the Employment Agreement constitute the entire agreement and
understanding of the parties with respect to the subject matter herein and
supersedes all prior agreements, arrangements and understandings, written or
oral, between the parties. Executive acknowledges and agrees that he is not
relying on any representations or promises by any representative of the
Company concerning the meaning of any aspect of this Agreement.
7.
Counterparts
. This Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
dates set forth below.
NOVOCURE USA LLC
By:
Name:
Title:
EXECUTIVE
By:
Name: Wilhelmus Groenhuysen
Dated:
[1]
Consideration period to be determined at time of termination.
Exhibit 99.1
Novocure Announces Planned CEO Transition
After 22 years as CEO, Asaf Danziger to retire at year end, will be succeeded
by current CFO Ashley Cordova
Wilco Groenhuysen to step down after 12 years as COO, Mukund Paravasthu
current Senior Vice President, Product Development to transition to COO
Root, Switzerland
- Novocure (NASDAQ: NVCR) announced today that Chief Executive Officer (CEO),
Asaf Danziger, will retire at year-end 2024 and Novocure's Chief Financial
Officer (CFO), Ashley Cordova, will succeed him as the company's next CEO.
Mr. Danziger, who has served as CEO since 2002, will serve as Senior Advisor
into early 2026, and will continue to serve on Novocure's Board of Directors.
These changes will become effective on January 1, 2025.
"It has been a special honor and one of the greatest privileges of my life to
serve as Novocure's CEO for the last 22 years," said Mr. Danziger. "I am very
proud of the organization we have built starting with just a few people in a
preclinical lab to where we stand today - treating thousands of patients
living with aggressive forms of cancer. Now, we are poised to expand the
potential of Tumor Treating Fields therapy to many more people. I am confident
that under Ashley's leadership Novocure is well positioned to achieve great
things."
"Under Asaf's leadership, Novocure has grown from its earliest days as a
start-up into the successful, global company we see today. Our patient-forward
mission is a manifestation of Asaf's vision," said William Doyle, Executive
Chairman, Novocure. "On behalf of Novocure's Board of Directors, we are
grateful for all of Asaf's many accomplishments and are excited to welcome
Ashley as our next CEO. Ashley's strategic vision, commitment to our mission,
and proven track record of operational excellence position her perfectly to
drive Novocure's next stage of growth."
"It has been a professional and personal highlight for me to work hand in hand
with Asaf over the past 10 years and I am grateful for his leadership and
partnership," said Ms. Cordova. "Novocure's mission to extend survival in
aggressive forms of cancer is as significant today as it was 20 years ago, and
I am excited to take on the role of CEO at this pivotal time as we look to
expand the reach of Tumor Treating Fields therapy across multiple solid tumor
indications."
The company also announced today that Wilco Groenhuysen will step down as
Chief Operating Officer (COO) effective October 1, 2024. Mukund Paravasthu,
who joined Novocure in 2020 and currently holds the position of Senior Vice
President, Product Development, will expand his current responsibilities and
transition into the role of COO.
"I would like to personally thank Wilco for his friendship, dedication, and
leadership over the last 12 years," said Mr. Danziger. "Wilco helped shape and
build our financial, back office and operations functions, and I am grateful
for the enduring impact he made at Novocure."
-------------------------------------------------------------------------------
Exhibit 99.1
About Asaf Danziger
Asaf Danziger has served as Novocure's Chief Executive Officer since 2002 and
has been a member of the Board of Directors since 2012. Mr. Danziger was
Novocure's fourth employee, leading the organization from its preclinical
development stage through regulatory approvals and product commercialization,
growing Novocure into an organization with over $500 million in annual global
sales and more than 1,500 employees. Mr. Danziger holds a Bachelor of Science
in material engineering from Ben-Gurion University of the Negev, Israel.
About Ashley Cordova
Ashley Cordova has served as Novocure's Chief Financial Officer since
September 2020. She is responsible for global oversight of Novocure's revenue
and financial operations, including reimbursement activities, financial
reporting, financial planning and analysis, treasury, tax, and investor
relations.
Joining Novocure in 2014, Ms. Cordova is a leader who combines strategic
vision with emphasis on consistent operational excellence. Throughout her
tenure, Ms. Cordova has been integral to building Novocure's global
organization and preparing the company for its next stage of growth. She is a
visible and engaged enterprise leader, committed to Novocure's patient-forward
mission. Prior to joining Novocure, Ms. Cordova served in various financial
roles at Zoetis Inc. from 2012 to 2014 and Pfizer Inc. from 2005 to 2012.
Ms. Cordova graduated with a bachelor's degree in music and business from
Furman University and earned her International Master of Business
Administration from the University of South Carolina. Ms. Cordova currently
serves on the Board of Directors of Therabody, Inc.
About Novocure
Novocure is a global oncology company working to extend survival in some of
the most aggressive forms of cancer through the development and commercializatio
n of its innovative therapy, Tumor Treating Fields. Novocure's commercialized
products are approved in certain countries for the treatment of adult patients
with glioblastoma, malignant pleural mesothelioma and pleural mesothelioma.
Novocure has ongoing or completed clinical trials investigating Tumor Treating
Fields in brain metastases, gastric cancer, glioblastoma, liver cancer,
non-small cell lung cancer, pancreatic cancer and ovarian cancer.
Headquartered in Root, Switzerland and with a growing global footprint,
Novocure has regional operating centers in Portsmouth, New Hampshire and
Tokyo, as well as a research center in Haifa, Israel. For additional
information about the company, please visit Novocure.com and follow @Novocure
on LinkedIn and X (Twitter).
Forward-Looking Statements
In addition to historical facts or statements of current condition, this press
release may contain forward-looking statements. Forward-looking statements
provide Novocure's current expectations or forecasts of future events. These
may include statements regarding anticipated scientific progress on its
research programs, clinical trial progress, development of potential products,
interpretation of clinical results, prospects for regulatory
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Exhibit 99.1
approval, manufacturing development and capabilities, market prospects for its
products, coverage, collections from third-party payers and other statements
regarding matters that are not historical facts. You may identify some of
these forward-looking statements by the use of words in the statements such as
"anticipate," "estimate," "expect," "project," "intend," "plan," "believe" or
other words and terms of similar meaning. Novocure's performance and financial
results could differ materially from those reflected in these forward-looking
statements due to general financial, economic, environmental, regulatory and
political conditions and other more specific risks and uncertainties facing
Novocure such as those set forth in its Annual Report on Form 10-K filed on
February 22, 2024, and subsequent filings with the U.S. Securities and
Exchange Commission. Given these risks and uncertainties, any or all of these
forward-looking statements may prove to be incorrect. Therefore, you should
not rely on any such factors or forward-looking statements. Furthermore,
Novocure does not intend to update publicly any forward-looking statement,
except as required by law. Any forward-looking statements herein speak only as
of the date hereof. The Private Securities Litigation Reform Act of 1995
permits this discussion.
# # #
Investors:
Ingrid Goldberg
investorinfo@novocure.com
Media:
Catherine Falcetti
media@novocure.com
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