Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 12, 2007, Medarex, Inc. ("Medarex") entered into an employment agreement with Irwin Lerner (the "Employment Agreement"), Medarex's Interim President and Chief Executive Officer. During the term of the Employment Agreement, Mr. Lerner will receive a monthly salary of $50,000 per month. The Employment Agreement is effective as of November 5, 2006, and the term will continue until Medarex retains a permanent President and Chief Executive Officer or the Employment Agreement is otherwise terminated pursuant to the terms of the Employment Agreement (the "Term").
Mr. Lerner is entitled to a retention bonus ("Retention Bonus") of $300,000 on November 5, 2007, assuming his continued employment to that date, or a prorated amount of such bonus amount if the Term is terminated prior to November 5, 2007, unless such termination is for cause, or on account of his resignation (other than in the event of a change of control, as defined in the Employment Agreement), death or disability. In addition, Mr. Lerner will receive an option to purchase 250,000 shares of Medarex common stock under Medarex's 2005 Equity Incentive Plan (the "Plan") to be granted in accordance with Medarex's Policy and Procedures for the Granting of Stock Options and Other Equity-Based Incentives. The option will vest in equal monthly installments over 24 months, with such vesting commencing November 5, 2006 in accordance with the terms of the Plan. Mr. Lerner will also be provided with a daily car service and a related cash payment equal to taxes incurred by him in connection with such car service.
In the event of a change of control, Mr. Lerner, if he resigns in accordance with the terms of the Employment Agreement, will be entitled to a lump sum payment equal to six months of his base salary, and, if not already paid, the Retention Bonus or such prorated amount of the Retention Bonus, and immediate vesting of his option and certain tax benefits. |
