ITEM 1.01. Entry into a Material Definitive Agreement.
[Enriching themselves. This stinks].
On December 13, 2005, the Compensation Committee of the ICOS Corporation Board of Directors recommended and the board approved changes to the compensation ICOS pays to non-employee directors.
Equity Award Program for Non-Employee Directors
Effective December 13, 2005, the board adopted the Amended and Restated Equity Award Program for Non-Employee Directors. This program provides that an initial stock option grant to purchase 30,000 common shares, vesting over two years of service, will be issued for new non-employee directors. The program also provides that continuing non-employee directors will receive annual grants of restricted stock/restricted stock units, vesting over two years of service, and sets forth a process for determining the size of each annual restricted stock/restricted stock unit grant by comparison to peer company equity grant practices.
All options, stock and stock unit grants will issued pursuant to ICOS' shareholder-approved 1999 Long-Term Incentive Plan and will be evidenced by either a stock option agreement, stock grant agreement or stock unit agreement, as applicable. Outstanding unvested grants issued under the program will also fully vest upon a change in control. This description is only a summary and is qualified in its entirety by reference to the program, which is filed as an exhibit hereto.
Board Cash Compensation
For service after December 31, 2005, the non-employee directors will receive an annual retainer fee of $45,000 paid in quarterly installments and will no longer be paid per meeting fees. The Lead Non-Employee Director will continue to receive an additional annual retainer of $15,000.
For service after December 31, 2005, the non-employee members, excluding the chairperson, of the following committees will receive the corresponding annual retainer fee, paid quarterly, in addition to any other compensation he or she may otherwise receive:
Audit Committee $ 19,000
Compensation Committee $ 14,000
Nominating and Corporate Governance Committee $ 7,000
For service after December 31, 2005, the non-employee chairpersons of the following committees will receive the corresponding annual retainer fee, paid quarterly, in addition to any other compensation he or she may otherwise receive:
Audit Committee $ 35,000
Compensation Committee $ 25,500
Nominating and Corporate Governance Committee $ 18,500 |
