Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
[Not sure why MEDX did this, unless it is a case of "We did it this way at Chiron". Why would these officers accept the changes, which are not favorable to them?]
Medarex has entered into Amendment No. 1 to Employment Agreement (the “Amendments”), effective as of January 1, 2008, which amends certain terms of the employment agreements (each an “Agreement”, and together, the “Agreements”) entered into between Medarex and certain senior executives, including Mr. Christian S. Schade, Senior Vice President and Chief Financial Officer; Dr. Nils Lonberg, Senior Vice President and Scientific Director; and Dr. Geoffrey M. Nichol, Senior Vice President, Product Development (each an “Executive”, and together, the “Executives”). The Amendments modify certain payment terms in the Agreements related to termination of employment with Medarex.
The material terms of the Amendments are summarized below, however, the Amendments should be read in their entirety along with the Agreements themselves. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendments themselves, which are filed as Exhibits 99.1 through 99.3 to this Current Report on Form 8-K pursuant to Item 9.01 of this Current Report on Form 8-K.
Payments Upon Non-Renewal
The Amendments reduce the time period during which an Executive may exercise vested stock options following termination due to non-renewal from eighteen months to ninety days and further provide for accelerated vesting of equity awards that would have vested during the six months following such termination.
Termination without Cause by Medarex or for Good Reason by an Executive
The Amendments modify the Agreements to provide for accelerated vesting of only those unvested equity awards that would have vested during the twenty-four months following termination, rather than all unvested options, and also reduce the time period during which such awards may be exercised from eighteen months to ninety days following termination.
Other Changes
The Amendments also amend the terms of the Agreements to:
reduce the time period during which an Executive may exercise stock options and other equity awards following termination of Executive’s employment by Medarex, other than for Cause, or by Executive for Good Reason, following a Change in Control (each as defined in the Agreements), from three years to ninety days following termination; and provide that following termination of employment due to death or disability, vested stock options shall remain exercisable in accordance with the terms of the applicable plan or stock option agreement. |
