Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
[They are, as old DD liked to point out, sitting on a veritable gold mine].
On October 17, 2007, Medarex, Inc. ("Medarex") announced that, effective October 22, 2007, Ursula B. Bartels is appointed Senior Vice President of Medarex. Following a brief transition period (the "Transition Period"), Ms. Bartels will assume full responsibilities of General Counsel and Secretary of Medarex from W. Bradford Middlekauff. Mr. Middlekauff will become Senior Vice President, Strategic Planning of Medarex.
On October 15, 2007, Mr. Middlekauff entered into an agreement with Medarex which provides for his continued employment with Medarex, following the Transition Period, as Senior Vice President, Strategic Planning, at a salary of $385,000 per annum and standard employee benefits, until a mutually agreed upon date, after which he will receive non-renewal termination benefits as specified in his Employment Agreement with Medarex dated January 5, 2004 (the "Employment Agreement"). The Employment Agreement will not be renewed beyond its expiration on Janary 4, 2008.
On October 16, 2007, Medarex entered into an employment agreement (the "Bartels Agreement") with Ms. Bartels, for an initial term expiring December 31, 2008 and renewing automatically for one-year periods unless terminated upon prior written notice by either party. The material terms of the Bartels Agreement are outlined below.
Cash Compensation
Ms. Bartels (the "Executive") will be paid a base salary of $385,000 annually. If performance targets are satisfied, a cash bonus (the "Target Bonus") may be awarded to the Executive equal to $154,000. There is no guaranteed minimum level of bonus, and the actual amount of the Target Bonus, if any, for the Executive will be determined by the Compensation and Organization Committee (the "Committee") of the Medarex Board of Directors (the "Board"), in its sole discretion.
Equity Compensation
The Executive will be eligible to participate in Medarex's annual awards to executives of long-term incentive compensation in the form and the terms as determined by the Committee. In addition, under Medarex's 2005 Equity Incentive Plan, or the Plan, and in accordance with Medarex's Policy and Procedures for the Granting of Stock Options and Other Equity-Based Incentives, or the Policy, the Executive will be granted the following:
1.
A stock option for 200,000 shares of Medarex's common stock, with a term of ten years, with 50,000 shares vesting on each of the one-year, two-year, three-year and four-year anniversaries of October 22, 2007 (the "Start Date"); and
2.
15,000 restricted shares of Medarex's common stock, which vests in full on the three-year anniversary of the Start Date.
Relocation Expenses
Ms. Bartels is entitled to receive reimbursement for the following relocation expenses within the first 24 months of employment with Medarex:
1.
Reimbursement for direct route transportation, packing, moving of household goods and automobiles and temporary storage, if needed;
2.
Customary closing costs (e.g., real estate commissions, legal, recording fees, etc.), on the sale of Ms. Bartels' Lafayette, California home; and
3.
Closing costs (excluding points) on the purchase of a new home in the Princeton, New Jersey area, up to 3% of the purchase price.
In addition, Ms. Bartels will be paid a monthly stipend of $2,500 for the cost of temporary housing and related expenses in the Princeton, New Jersey area for the initial term of the Bartels Agreement. In the event the term is extended and Ms. Bartels has not relocated to the Princeton area, Medarex will continue to pay such monthly stipend, up to a total amount not exceed the total relocation expenses set forth above, which are estimated to be $165,000. Ms. Bartels is also entitled to receive in cash a payment from Medarex of an amount that, on an after-tax basis (including all federal, state and local income taxes), equals the amount of any income taxes payable by her with respect to the monthly stipend. |
