8K
Employee retention program? Why?
(e) On November 19, 2008, the Compensation Committee of the Board of Directors of the Company approved an employee retention program (the "Retention Program") to retain certain key executive officers in connection with the strategic realignment of the Company. As part of the Retention Program, the Committee approved the following:
One-time cash retention payments for our executive officers as follows: Alexis Borisy, President and Chief Executive Officer, $300,000; Robert Forrester, Executive Vice President and Chief Financial Officer, $250,000; John Randle, Senior Vice President, Commercial Development, $150,000; and Jason Cole, Senior Vice President, General Counsel, $150,000. 50% of each such amount is payable on April 1, 2009, and 50% is payable on January 15, 2010, in both cases only if such individual remains employed by the Company at such time. In the event one of these executive officers is terminated without cause or resigns for good reason prior to the dates provided above, 100% of the remaining unpaid retention amount will be paid to such officer if they execute a release of claims.
Modification of the employment arrangements between Mr. Borisy, Mr. Forrester, Mr. Randle and Mr. Cole and the Company, by making their cash severance benefits the same if their employment is terminated before, after or in connection with a change-in-control. As a result, the employment arrangements for Mr. Borisy and Mr. Forrester will be modified such that in the event of the termination of their employment by the Company without cause, or by them with good reason (as defined in such agreements), outside of a change of control, they will be eligible to receive, upon the execution of a release of claims, the same 24 month-cash severance and healthcare continuation benefits as currently provided to them in the event of a change-in-control. The employment arrangements for Mr. Randle and Mr. Cole will be modified such that in the event of the termination of their employment by the Company without cause, or by them with good reason (as defined in such agreements), both outside of and after a change of control, they will be eligible to receive, upon the execution of a release of claims, the 12 months of cash severance and healthcare continuation benefits.
Lastly, the Company plans to provide that the outstanding stock options held by Mr. Borisy, Mr. Forrester, Mr. Randle and Mr. Cole will, in the event of the termination of their employment by the Company, either before or in the twelve months after, a change-in-control, without cause, or by them with good reason (as defined in such agreements), be eligible to be exercised for two years following such termination. |
