The first rat is leaving the sinking ship.
Form 8-K for SANGAMO BIOSCIENCES INC 22-Nov-2005
Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement
On November 18, 2005, Sangamo Biosciences, Inc. ("Sangamo") entered into a separation agreement (the "Severance Agreement") with Dr. Casey Case in connection with his resignation as Sangamo's Vice President of Research Operations. A copy of the Severance Agreement is attached as Exhibit 10.1.
Pursuant to the terms of the Severance Agreement, Dr. Case resigned as Vice President of Research Operations effective November 18, 2005 (the "Termination Date"). During the period from the Termination Date through the earlier of
(i) March 18, 2006 and (ii) the date Dr. Case enters the employ or service of a competitor to Sangamo or otherwise obtains an economic interest in such a competitor (the "Consulting Period"), Dr. Case will serve as a consultant to Sangamo, providing services as requested from time to time by Sangamo's Chief Executive Officer. In consideration for his execution of a general release of all claims against Sangamo and his availability for such consulting services, Dr. Case will receive the following payments: (i) continued vesting in his outstanding Sangamo employee stock options during the Consulting Period, (ii) a lump sum payment in the amount of $71,878, paid as soon as practicable following the Termination Date, (iii) reimbursement of Dr. Case's cost to continue group health care coverage for himself, his spouse and his eligible dependents for up to eight months (including a tax gross-up payment of up to $13,336 in the event the reimbursement payments would result in taxable income to Dr. Case) and
(iv) an additional severance payment in the aggregate amount of $71,333 (the "Additional Severance Payment"). Fifty percent of the Additional Severance Payment will be paid on May 19, 2006, and the remaining fifty percent will be paid in two equal installments on June 19, 2006 and July 19, 2006. However, Dr. Case will not receive any unpaid portion of the Additional Severance Payment in the event he enters the employ or service of a competitor of Sangamo prior to the applicable payment date, and the amount of the Additional Severance Payment will also be reduced dollar for dollar to reflect any cash compensation earned by Dr. Case in the event he enters the employ or service of any company between November 18, 2005 and July 18, 2006. The foregoing description of the Severance Agreement does not purport to be a complete description of the Severance Agreement and is qualified in its entirety by reference to the agreements, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following document is filed as an exhibit to this report:
10.1 Severance Agreement with Dr. Casey Case 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.
DATE: November 22, 2005
SANGAMO BIOSCIENCES, INC.
By: /s/ EDWARD O. LANPHIER II
Edward O. Lanphier II
President, Chief Executive Officer
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