BeyondSpring Inc 6-K, filed Jul 24, 2020
BeyondSpring Inc. (BYSI)
6-K
2020-07-24
For: 2020-07-24
View Original
Added on
April 10, 2026
About this 6-K
BeyondSpring Inc filed this 6-K on July 24, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2020
Commission File Number: 001-38024
BeyondSpring Inc.
BeyondSpring Inc.
28 Liberty Street, 39th Floor
New York, New York 10005
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction
in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country“), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
On July 23, 2020, the Board of Directors (the “Board”) of BeyondSpring Inc. (the “Company”) approved the amendment of the Company’s 2017 Omnibus Incentive Share Incentive Plan (the “Plan”), to increase the aggregate number of ordinary shares,
par value $0.0001 per share, of the Company issuable under the Plan to 5,277,197 ordinary shares (the “Amendment”). A copy of the Amendment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On July 23, 2020, the Board, upon the recommendation of the Compensation Committee of the Board, approved an increase to the annual compensation of the non-employee directors of the Company, in order to better align their compensation with peer
companies. Effective as of July 1, 2020, the annual compensation payable to our non-employee directors, all payable on a fiscal year basis, consists of: (i) an annual cash retainer fee equal to $40,000 (pro-rated for any partial year of service);
(ii) an annual grant of 10,000 options (20,000 options for first year of service) (pro-rated for any partial year of service); and (iii) an additional cash retainer fee (pro-rated for any partial year of service) for any director serving on a
committee of the Board, as follows: Audit Committee, $8,000 ($16,000 if chairman); Compensation Committee, $6,000 ($12,000 if chairman); Nominating and Corporate Governance Committee, $4,000 ($8,000 if chairman). The initial option granted to our
non-employee directors vest in equal installments on the first three anniversaries of the grant date, subject to the director's continued service as our director through the applicable vesting dates. Thereafter, the options granted annually to our
non-employee directors vest on the first anniversary of the date of grant, subject to the director's continued service as our director through the vesting date. Any grant of options made to a non-employee director will be subject to the terms and
conditions of the Plan and the applicable option award agreement memorializing such grant.
The Company has entered into an amendment to director agreement (an “Amendment to Director Agreement”) with each of the Company’s non-employee directors, amending the terms of such director’s compensation to reflect the above described terms.
The Board has also approved a form of director agreement (the “Director Agreement”) that would apply to new non-employee directors upon their election to the Board reflecting the above described terms. A copy of the form of Amendment to Director
Agreement attached hereto as Exhibit 99.2 and 99.3, respectively and are incorporated herein by reference. The foregoing description of the amended director compensation terms under the Amendment to Director Agreement and the Director Agreement
does not purport to be complete, and is qualified in its entirety by reference to each such exhibit.
The information contained in this report is hereby incorporated by reference into the Registration Statements on Form F-3, File No. 333-224437 and File No. 333-234193, and Registration Statement on Form S-8, File No. 333-216639.
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, thereunto duly authorized.
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BeyondSpring Inc.
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By:
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/s/ Lan Huang | ||
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Name: Lan Huang
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Title: Chairman and Chief Executive Officer
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Date: July 24, 2020
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EXHIBIT INDEX
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Exhibit No.
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Exhibit
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Amendment to the BeyondSpring Inc. 2017 Omnibus Incentive Plan, effective July 24, 2020.
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Form of Amendment to Director Agreement
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| 99.3 |
Form of Director Agreement
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Exhibit 99.1
Amendment to the
BeyondSpring Inc. 2017 Omnibus Incentive Plan
THIS AMENDMENT (this "Amendment") is made as of July 24, 2020, to the BeyondSpring Inc. Omnibus Incentive
Plan, as amended from time to time (the "2017 Incentive Plan"). Any capitalized terms used and not defined herein shall have the meanings set forth in the 2017 Incentive Plan.
WHEREAS, pursuant to Section 15 of the 2017 Incentive Plan, (i) the Administrator may amend, alter or terminate
the 2017 Incentive Plan, but no amendment, alteration or termination shall be made that would impair the rights of a Participant under any Award theretofore granted without such Participant's consent.
WHEREAS, the Administrator has determined to amend the 2017 Incentive Plan in the manner set forth below.
NOW, THEREFORE, the 2017 Incentive Plan is hereby amended as follows:
1. Section 4(a) of the 2017 Incentive Plan is hereby deleted and replaced with the following:
"The maximum number of Common Shares reserved for issuance under the Plan shall be equal to 5,277,197 Common Shares (subject
to adjustment as provided by Section 5 hereof)."
2. Except as expressly modified by this Amendment, all of the terms and conditions of the 2017 Incentive Plan shall remain in full force and effect.
3. This Amendment shall be governed by the laws of the Cayman Islands, without giving effect to the conflict of laws principles thereof.
Exhibit 99.2
[name]
[date], 2020
| RE: |
First Amendment to BeyondSpring Inc. Director Agreement
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Dear [name],
Reference is made to that certain director agreement, dated as of [__], by and between BeyondSpring Inc. (the “Company”) and you (the “Director Agreement”). The
Company desires to amend the Director Agreement, as provided herein in this letter amendment (this “Amendment”), effective as of July 1, 2020.
1. Section 4: Fees. Section 4 of the
Director Agreement is hereby amended and restated in its entirety as follows:
4. Fees
You will be entitled to certain cash fees in connection with your services as set forth below:
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i.
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Annual retainer fee for service as Board member (the “Annual Fee”)
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$40,000
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ii.
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Annual retainer fee for serving on a committee of the Board, if so appointed (each, a “Committee Fee”)
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Audit Committee: $8,000 ($16,000 if chair)
Compensation Committee: $6,000 ($12,000 if chair)
Nominating and Corporate Governance Committee: $4,000 ($8,000 if chair)
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The Annual Fee and the Committee Fees (if any) (collectively, the “Fees”) are paid on a fiscal year basis in arrears, and shall be prorated for any
partial year of Board service. The fees and the terms prescribing the frequency of payment are subject to change at the sole discretion of the Compensation Committee of the Board. Upon termination of Your
Appointment, you will (if applicable) be paid your annual retainer fee on a pro-rata basis, to the extent unpaid up to the Termination Date.
You will also receive an annual grant of options to purchase a number of ordinary shares of the Company (each such annual grant, an “Option”), at an exercise
price per share equal to the Fair Market Value (as defined in the Company’s 2017 Omnibus Incentive Plan or successor plan (the “Incentive Plan”)) as of the grant date. The annual Option grant shall be to purchase 10,000 ordinary shares (in all
cases, prorated for any partial year of service). Each Option will be granted on a fiscal year basis in the beginning of the applicable fiscal year. Effective as of July 1, 2020, each annual Option will be issued under the Incentive Plan and will
vest in full on the first anniversary of the grant date, subject to your continued service as a director of the Company through the vesting date.
You acknowledge that the Company may determine to change any equity compensation program and this Letter shall in no way be deemed to be a guarantee of future
equity compensation programs. Any grant of Options made to you will be subject to the terms and conditions of the Incentive Plan and the applicable option award agreement memorializing such grant.
2. General.
(a) Except as specifically set forth above, the Director Amendment shall remain in full force and
effect. This Amendment and the Director Agreement constitute the entire agreement between you and the Company with respect to the subject matter hereof, and supersedes all prior agreements, understandings and discussions with respect to such
subject matter.
(b) This Amendment shall be governed by and shall be interpreted in accordance with the laws of the
State of New York, without giving effect to its choice of law legislation.
(c) This Amendment may be executed in one or more counterparts, including emailed or “.pdf”
documents, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Please sign and return this Amendment at your earliest convenience to indicate your agreement and acceptance with the terms and conditions of this letter.
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Sincerely,
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[__]
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[__]
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Accepted and agreed this _____ day of ____, 2020:
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[name]
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Exhibit 99.3
[name]
[date]
RE: BeyondSpring Inc. Director Agreement
Dear [name],
I am writing to you on behalf of the board of directors of BeyondSpring Inc. (the “Company”) to confirm arrangements with regard to the terms of your appointment to office as a director of the Company
from the date of this director agreement (this “Letter”).
| 1. |
Definitions
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For the purposes of this Letter, the following words or expressions shall have the following meanings respectively:
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“Board”
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means the board of directors of the Company, including any committee of the Board duly constituted by it;
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“Businesses”
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means:
(a) the business of the research, development, design, production, manufacturing,
marketing, sale, distribution and other commercial activities of any Group Company in relation to the Group’s proprietary and/or licensed technology concerning the development of cancer therapies; and
(b) any other business that any Group Company shall at the relevant date
(i) be engaged in and with which you shall have been concerned or involved to any
material extent at any time during Your Appointment; or
(ii) have determined to carry on with a view to developing any other biotechnical
technology for commercial exploitation in the future and in relation to which determination you shall at the Termination Date possess any material Confidential Business Information;
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“Confidential Information”
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means all and any Corporate Information, Marketing Information, Technical Information and other information (whether or not recorded in documentary form or on computer disk or tape) which the Company or any
Group Company treats as confidential or in respect of which it owes an obligation of confidentiality to any third party, which is not in the public domain:
(a) which you shall have acquired or shall hereafter acquire at any time during Your Appointment in your capacity as a director; and
(b) which is not readily ascertainable to persons not connected with the Company or any Group Company;
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“Corporate Information”
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means all and any information (whether or not recorded in documentary form or on computer disk or tape) relating to the business methods, corporate plans, management systems, finances, maturing new business
opportunities or research and development projects of the Company or any Group Company;
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“Group”
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means the Company and its affiliates, including any company that controls, is controlled by, or is under common control with the Company, as defined in Rule 3b-18 of the Securities Exchange Act of 1934, as
amended from time to time;
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“Group Company”
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means a member of the Group and “Group Companies” shall be interpreted accordingly;
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“Marketing Information”
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means all and any information (whether or not recorded in documentary form or on computer disk or tape) relating to the marketing or sales of any past present or future product or service of the Company or any
Group Company including, without limitation, sales targets and statistics, market share and pricing statistics, marketing surveys and plans, market research reports, sales techniques, price lists, discount structures, advertising and
promotional material, the names, addresses, telephone numbers, contact names and identities of customers and potential customers of and suppliers and potential suppliers to the Company or any Group Company, the nature of their business
operations, their requirements for any product or service sold to or purchased by the Company or any Group Company and all confidential aspects of their business relationship with the Company or any Group Company;
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“Material Interest”
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means:
(a) the holding of any position as director, officer, employee, consultant, partner,
principal or agent;
(b) the direct or indirect control or ownership (whether jointly or alone) of any shares
(or any voting rights attached to them) or debentures save for the ownership for investment purposes only of not more than five percent (5%) of the issued shares of any company whose shares are listed on any national securities exchange (as
defined in Section 3(a)(1) of the Securities Exchange Act of 1934, as amended from time to time), or any similar exchange in jurisdictions outside the United States; or
(c) the direct or indirect provision of any financing; other than on behalf of any Group
Company for the legitimate purposes of that Group Company;
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“Technical Information”
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means all and any trade secrets, secret formulae, processes, inventions, designs, know-how discoveries, technical specifications and other technical information (whether or not recorded in documentary form or
on computer disk or tape) relating to the creation, production or supply of any past, present or future product or service of the Company or any Group Company;
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“Termination Date”
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means the date of the termination of Your Appointment; and
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“Your Appointment”
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means your appointment to and holding of office as a director of the Company as confirmed by this Letter.
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| 2. |
Duties
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| 2.1 |
As a director of the Company you will be expected to exercise the general fiduciary duties and duties of care and loyalty as provided under the laws of the Cayman Islands and provide such advice and services as the
Board may reasonably require.
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| 2.2 |
The Board as a whole is collectively responsible for the success of the Company. The Board’s role is to:
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| 2.2.1 |
provide entrepreneurial leadership of the Company within a framework of prudent and effective controls, which enable risk to be assessed and managed;
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| 2.2.2 |
set the Group’s strategic aims, develop the necessary financial and human resources for the Company to meet its objectives and review management performance; and
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| 2.2.3 |
set the Company’s values and standards in light of its obligations to its shareholders and others.
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| 2.3 |
In your role as a non-executive director, you shall be required to:
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| 2.3.1 |
constructively challenge and contribute to the development of the Group’s strategy;
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scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
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satisfy yourself that financial information is accurate and that financial controls and systems of risk management are appropriate, robust and defensible;
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| 2.3.4 |
use your best efforts to attend all meetings of the Board and the annual and all other meetings of the shareholders of the Company;
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| 2.3.5 |
at all times comply with the Memorandum and Articles of Association of the Company, each as the same may be amended or restated from time to time;
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| 2.3.6 |
abide by your fiduciary duties as a director of the Company;
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| 2.3.7 |
diligently perform your duties;
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| 2.3.8 |
immediately report your own wrongdoing or the wrongdoing or proposed wrongdoing of any other employee or director of the Company of which you become aware to the Chairman of the Board; and
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| 2.3.9 |
comply with the terms of the BeyondSpring Inc. Code of Ethics and Business Conduct adopted by the Board (a copy of which is enclosed herewith) and any other code of practice issued by the Company from time to time
relating to dealing in the Company’s securities.
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| 2.4 |
In addition, your duties require that you shall:
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| 2.4.1 |
promote the highest standards of integrity, probity and corporate governance throughout the Company, particularly at Board level;
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| 2.4.2 |
use your best efforts to ensure that the Board receives accurate, timely and clear information;
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| 2.4.3 |
use your best efforts to ensure effective communication with shareholders;
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| 2.4.4 |
use your best efforts to facilitate the effective contribution of non-executive directors and promote constructive relations are maintained between the executive and non-executive directors;
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| 2.4.5 |
at the request of the Company, serve on committees of the Board as shall be agreed between you and the Chairman of the Board.
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| 3. |
Time Commitment
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You shall work such hours per week over the term of Your Appointment as are necessary for the proper performance of your duties as a non-executive director of the Company. You will be required to
attend Board meetings, the annual shareholders meeting, Board dinners, meetings with non-executive directors and training meetings. Some of these meetings may involve travel. You confirm that you are able to allocate sufficient time to the Company
to discharge your responsibilities effectively and should obtain the agreement of the Chairman of the Board prior to accepting any additional commitments that might adversely affect your ability to perform your role as a director of the company.
| 4. |
Fees
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You will be entitled to certain cash fees in connection with your services as set forth below:
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i.
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Annual retainer fee for service as Board member (the “Annual Fee”)
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$40,000
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ii.
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Annual retainer fee for serving on a committee of the Board, if so appointed (each, a “Committee Fee”)
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Audit Committee: $8,000 ($16,000 if chair)
Compensation Committee: $6,000 ($12,000 if chair)
Nominating and Corporate Governance Committee: $4,000 ($8,000 if chair)
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The Annual Fee and the Committee Fees (if any) (collectively, the “Fees”) are paid on a fiscal year basis in arrears, and shall be prorated for any partial year of Board service. The fees and the terms prescribing the frequency of payment are subject to change at the sole discretion of the Compensation Committee of the Board. Upon termination of Your Appointment, you will (if applicable)
be paid your annual retainer fee on a pro-rata basis, to the extent unpaid up to the Termination Date.
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You will also receive an annual grant of options to purchase a number of ordinary shares of the Company (each such annual grant, an “Option”), at an exercise price per share equal to the Fair Market
Value (as defined in the Company’s 2017 Omnibus Incentive Plan or successor plan (the “Incentive Plan”)) as of the grant date. The Option in respect of your first year of service (the "Initial Option") shall be to purchase 20,000 ordinary shares, and
the Options in respect of each subsequent year of service shall be to purchase 10,000 ordinary shares (in all cases, prorated for any partial year of service). Each Option will be granted on a fiscal year basis in the beginning of the applicable
fiscal year (or on or around the date of commencement of service in the case of your first year of service). Each annual Option subsequent to the Initial Option will be issued under the Incentive Plan and will vest in
full on the first anniversary of the grant date, subject to your continued service as a director of the Company through the vesting date. The Initial Option will be issued under the Incentive Plan and will vest in three equal installments, with the
first installment vesting upon the first anniversary of the grant date, the second installment vesting on the second anniversary of the grant date and the final remaining installment vesting on the third anniversary of the grant date, subject in each
case to your continued service as a director of the Company through the applicable vesting date.
You acknowledge that the Company may determine to change any equity compensation program and this Letter shall in no way be deemed to be a guarantee of future equity compensation programs. Any grant of
Options made to you will be subject to the terms and conditions of the Incentive Plan and the applicable option award agreement memorializing such grant.
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Term of Office
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Your Appointment will commence on the date hereof, and shall continue unless or until your successor is elected and qualified or until your earlier resignation or removal in accordance with the
Company’s articles of association. By your countersignature hereto you agree that you will give not less than sixty (60) days’ notice (or such lesser period if agreed by the Board) in writing to the Company in the event you wish to resign prior to
the expiration of your term or in the event you do not wish to stand for re-election at the Company’s annual general meeting.
By your counter-signature hereto, you acknowledge that your continuation in office is subject to the laws of the Cayman Islands and the Memorandum and Articles of Association of the Company, each as the
same may be amended or restated from time to time. Any term renewal is subject to the review of the Board and re-election at the Company’s annual general meeting. Notwithstanding any expectations, there is no right to re-nomination by the Board.
On termination of Your Appointment for whatever reason you will promptly return to the Company all documents, records, keys, correspondence or other items in your possession or under your control which
relate in any way to the business or affairs of, or are the property of, the Company or any Group, including electronic records and all copies thereof, regardless of the medium upon or in which such copies are stored or held. In addition, you will
cease to use the Company’s facilities and cease to hold yourself out as being a director of the Company.
| 6. |
Expenses
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The Company shall reimburse you in respect of all reasonable travelling, hotel and other out of pocket expenses properly and necessarily incurred by you in or about the performance of your duties under
this Agreement, in accordance with Company policies in effect from time to time and subject to the production (if requested) of any receipts, vouchers and other supporting documentation that the Company shall reasonably require.
| 7. |
Confidentiality
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| 7.1 |
Both during your service on the Board and after the Termination Date, you agree and will undertake to maintain any and all Confidential Information in strict confidence at all times and you shall not, directly or
indirectly, publish, reveal or otherwise disclose or make available any such Confidential Information to any person or entity and will not use Confidential Information for any purpose. Notwithstanding the foregoing, these obligations shall
not apply to any Confidential Information that:
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| 7.1.1 |
is necessary for the proper and effective performance of your duties as a director of the Company and then only with the prior written consent of the Company; and to a person who shall be subject to equivalent,
express, written confidentiality obligations to the Company or a Group Company;
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| 7.1.2 |
to the extent that such information is or (without default of your part) becomes generally available to the public;
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| 7.1.3 |
to the extent that you shall be required to disclose the same by any applicable law or legally binding order of any court, government, semi-governmental authority, administrative or judicial body, or a legally
binding requirement of a stock exchange or regulator; or
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| 7.1.4 |
to the extent the Company approved such release in a prior written consent.
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| 7.2 |
If you are required to make a disclosure as contemplated in clause 7.1.3:
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| 7.2.1 |
you must disclose only the minimum Confidential Business Information required to comply with the applicable law, order or requirement; and
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| 7.2.2 |
before making such disclosure, you must:
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give the Company reasonable written notice of:
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| (i) |
the full circumstances of the requirement for disclosure arising; and
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| (ii) |
the Confidential Business Information which you propose to disclose; and
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| (b) |
consult with the Company as to the form of the disclosure.
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| 7.3 |
By your counter-signature hereto, you acknowledge that:
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| 7.3.1 |
the Company and each Group Company possess a valuable body of Confidential Business Information;
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| 7.3.2 |
the Company has given and will continue to give you access to Confidential Business Information in order that you may carry out your duties hereunder;
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| 7.3.3 |
your duties include, without limitation, a duty of care and a duty of loyalty as provided under the laws of the Cayman Islands;
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| 7.3.4 |
the disclosure of any Confidential Business Information other than as permitted in Clause 7.3 could place Company and any impacted Group Company at a serious competitive disadvantage and could cause immeasurable
(financial and other) damage to the Businesses; and
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| 7.3.5 |
that the obligations of confidentiality assumed under the provisions of this clause 7 are reasonable and necessary for the protection of the Group, the Businesses and the Confidential Business Information.
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| 8. |
Other Interests and Restrictions
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| 8.1 |
It is accepted and acknowledged that you have business interests other than those of the Company and that you have declared any potential conflicts that are apparent at present. If you become aware of any potential
conflicts of interest after the date hereof, these should be disclosed to the Chairman of the Board and company secretary or otherwise in accordance with the articles of association of the Company as soon as you become aware thereof.
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| 8.2 |
By your counter-signature hereto, you agree and undertake that, during the term of Your Appointment, you shall not, without the Company’s written permission, assume or hold any Material Interest in any person, firm
or company which:
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| 8.2.1 |
impairs or might reasonably be expected by the Board to impair your ability to act at all times in the best interests of the Company; or
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| 8.2.2 |
requires or might reasonably be expected by the Board to require you to disclose any Confidential Business Information in order to properly discharge your duties to or to further your interest in such person, firm
or company.
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| 8.3 |
By your counter-signature hereto, you agree and undertake that you will not at any time after the Termination Date, represent or hold yourself out or permit yourself to be represented or held out by any person, firm
or company as being in any way then currently connected with or interested in the Company or any Group Company other than (if such be the case) as the holder of shares, options and/or warrants in the Company.
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| 8.4 |
By your counter-signature hereto, you agree and confirm that neither this Letter, nor your or our actions, past, present or future constitute a contract of employment and no employer-employee relationship exists or
will exist between the Company or any member of the Group and you and to indemnify and hold harmless the Company, its directors, officers, employees and assignees harmless from and against any and all demands and/or claims addressed against
the Company by you or on your behalf, or any third party, in connection with any alleged employment relationship between the Company and you, or in connection with any liability, obligation, debt or responsibility deriving from such
relationship, including by virtue of any agreement, arrangement, statute, extension order, custom or the like. You will be treated as an independent contractor for purposes of the Federal Insurance Contributions Act, Federal Income Tax
Withholding, the Employee Retirement Income Security Act, state unemployment or disability insurance laws, and any other employment taxes or laws. In this regard, the Company will not make deductions from payments made to you for taxes,
which shall be your responsibility.
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| 8.5 |
Each of the provisions of clauses 8.2, 8.3 and 8.4 and (where applicable) the sub-clauses thereof is independent and severable from the remaining provisions and enforceable accordingly. If any provision of the said
clauses/sub-clauses shall be unenforceable for any reason but would be enforceable if part of the wording thereof were deleted, it shall apply with such deletions as may be necessary to make it enforceable.
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| 8.6 |
You have given the undertakings contained in this clause 8 to the Company itself and to the Company as trustee for the benefit of each Group Company and will, at the request and cost of the Company, promptly enter
into direct undertakings with any Group Company which correspond to the undertakings in this clause 8.
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| 8.7 |
The Company agrees that each Material Interest that you assume or hold as of the date hereof is hereby permitted.
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| 8.8 |
Notwithstanding anything herein to the contrary, pursuant to 18 U.S.C. § 1833(b), you will not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade
secret of the Company that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to your attorney and (ii) solely for the purpose of reporting or investigating a suspected violation
of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade
secret to your attorney and use the trade secret information in the court proceeding, if you (I) file any document containing the trade secret under seal, and (II) do not disclose the trade secret, except pursuant to court order. Nothing
herein is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in any agreement you have with the Company shall prohibit or restrict
you from making any voluntary disclosure of information or documents related to any violation of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company.
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| 9. |
Independent Legal Advice
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Occasions may arise when you consider that you will need professional advice in connection with the performance of your duties as a director of the Company and you will be able to consult the Company’s
advisors for this purpose. Exceptional circumstances may occur when it may be appropriate for you to seek such advice from independent advisors, at the Company’s expense. In such an event, you should, where reasonably practical and not (in your
reasonable judgment) prejudicial to the interests of the Company, consult with the Board or, if you consider appropriate, the non-executive directors, prior to such advice being sought or expense being incurred.
| 10. |
Governing Law and Jurisdiction
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This Letter shall be governed by and shall be interpreted in accordance with the laws of the State of New York, without giving effect to its choice of law legislation. The parties irrevocably submit to
the non-exclusive jurisdiction of the U.S. Federal and New York State courts in the Borough of Manhattan, the City of New York in relation to all matters arising out of or in connection with this Letter and Your Appointment.
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On a more personal note, I want to tell you how pleased I am that you are joining the BeyondSpring Board. I know that I speak for the other directors in saying that we look forward to your leadership
and contributions as a director. I would greatly appreciate if you would confirm your acceptance of the terms of your appointment by signing and returning this Letter.
With kind regards,
Duly authorized for and on behalf of the Board
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I hereby acknowledge the above terms and agree and undertake in the above terms.
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