ABII » Topics » AGREEMENTS WITH OUR NEOs

This excerpt taken from the ABII DEF 14A filed Oct 30, 2009.

AGREEMENTS WITH OUR NEOs

The following is a description of selected terms of the agreements that we have entered into with our NEOs, as such terms relate to the compensation reported and described in the “Compensation Discussion and Analysis” section above.

Employment Agreements with David O’Toole and Edward Geehr

Mr. O’Toole entered into an employment agreement with us effective June 2, 2008 to serve as our Executive Vice President and Chief Financial Officer. Dr. Geehr entered into an employment agreement with us effective October 6, 2008 to serve as our Executive Vice President of Operations. Under the terms of the employment

 

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agreements, Mr. O’Toole and Dr. Geehr receive an annual base salary of $400,000 and $425,000, respectively, in each case subject to annual review by the board of directors. In addition, each Mr. O’Toole and Dr. Geehr is eligible to participate in the company’s general benefit plans, as well as the annual cash bonus plan designed for other executive officers. The compensation committee generally sets at their discretion the target bonus goals each fiscal year for the annual cash bonus plan, generally based on a percentage of base salary; however, in the case of Dr. Geehr, the terms of his employment agreement set his 2009 target bonus level at 50% of base salary. Additional terms with respect to benefits payable upon the executive’s termination of employment under certain circumstances are described below under “Payments upon Termination.”

Mr. O’Toole and Dr. Geehr resigned their employment with us in July 2009 and August 2009, respectively. As a result of their resignations, Mr. O’Toole’s and Dr. Geehr’s employment agreements were terminated.

Employment Agreement with Lisa Gopala

Under the terms of the agreement with Ms. Gopala, she received an annual base salary of $400,000, subject to annual review by our board of directors and compensation committee, and was eligible to participate in our bonus plan designed for other executive officers. Pursuant to the terms of Ms. Gopala’s agreement, her bonus target was 50% of her base salary. In addition, Ms. Gopala received an option to purchase 35,000 shares of Old Abraxis common stock on August 1, 2006 with an exercise price of $20.07, which was converted in connection with the separation into an option to purchase 14,850 shares of our common stock with an exercise price of $47.30. Under the terms of this agreement, this option would vest in four equal annual installments with the first installment vesting on the first anniversary of the grant date, subject to acceleration under certain circumstances.

Ms. Gopala resigned her employment with us effective May 21, 2008. As a result of her resignation, Ms. Gopala’s employment agreement was terminated.

These excerpts taken from the ABII 10-K filed Apr 30, 2009.

AGREEMENTS WITH OUR NEOs

The following is a description of selected terms of the agreements that we have entered into with our NEOs, as such terms relate to the compensation reported and described in the “Compensation Discussion and Analysis” section above.

Employment Agreements with David O’Toole and Edward Geehr

Mr. O’Toole entered into an employment agreement with us effective June 2, 2008 to serve as our Executive Vice President and Chief Financial Officer. Dr. Geehr entered into an employment agreement with us effective October 6, 2008 to serve as our Executive Vice President of Operations. Under the terms of the employment agreements, Mr. O’Toole and Dr. Geehr receive an annual base salary of $400,000 and $425,000, respectively, in each case subject to annual review by the board of directors. In addition, both Mr. O’Toole and Dr. Geehr are eligible to participate in the company’s general benefit plans, as well as the annual cash bonus plan designed for other executive officers. At their discretion, the compensation committee generally sets the target bonus goals each fiscal year for the annual cash bonus plan, generally based on a percentage of base salary; however, in the case of Dr. Geehr, the terms of his employment agreement set his 2009 target bonus level at 50% of base salary. Additional terms with respect to benefits payable upon the executive’s termination of employment under certain circumstances are described below under “Payments upon Termination.”

Employment Agreement with Lisa Gopala

Under the terms of the agreement with Ms. Gopala, she received an annual base salary of $450,000, subject to annual review by our board of directors and compensation committee, and was eligible to participate in our bonus plan designed for other executive officers. Pursuant to the terms of Ms. Gopala’s agreement, her target bonus was 50% of her base salary. In addition, Ms. Gopala received an option to purchase 35,000 shares of Old Abraxis common stock on August 1, 2006 with an exercise price of $20.07, which was converted in connection with the separation into an option to purchase 14,850 shares of our common stock with an exercise price of $47.30. Under the terms of this agreement, this option would vest in four equal annual installments with the first installment vesting on the first anniversary of the grant date, subject to acceleration under certain circumstances.

Ms. Gopala resigned her employment with us effective May 21, 2008. As a result of her resignation, Ms. Gopala’s employment agreement was terminated.

AGREEMENTS WITH OUR NEOs

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">The following is a description of selected terms of the agreements that we have entered into with our NEOs, as such terms relate to the compensation
reported and described in the “Compensation Discussion and Analysis” section above.

Employment Agreements with David O’Toole and Edward
Geehr

Mr. O’Toole entered into an employment agreement with us effective June 2, 2008 to serve as our Executive Vice
President and Chief Financial Officer. Dr. Geehr entered into an employment agreement with us effective October 6, 2008 to serve as our Executive Vice President of Operations. Under the terms of the employment agreements,
Mr. O’Toole and Dr. Geehr receive an annual base salary of $400,000 and $425,000, respectively, in each case subject to annual review by the board of directors. In addition, both Mr. O’Toole and Dr. Geehr are eligible
to participate in the company’s general benefit plans, as well as the annual cash bonus plan designed for other executive officers. At their discretion, the compensation committee generally sets the target bonus goals each fiscal year for the
annual cash bonus plan, generally based on a percentage of base salary; however, in the case of Dr. Geehr, the terms of his employment agreement set his 2009 target bonus level at 50% of base salary. Additional terms with respect to benefits
payable upon the executive’s termination of employment under certain circumstances are described below under “Payments upon Termination.”

SIZE="2">Employment Agreement with Lisa Gopala

Under the terms of the agreement with Ms. Gopala, she received an annual base
salary of $450,000, subject to annual review by our board of directors and compensation committee, and was eligible to participate in our bonus plan designed for other executive officers. Pursuant to the terms of Ms. Gopala’s agreement,
her target bonus was 50% of her base salary. In addition, Ms. Gopala received an option to purchase 35,000 shares of Old Abraxis common stock on August 1, 2006 with an exercise price of $20.07, which was converted in connection with the
separation into an option to purchase 14,850 shares of our common stock with an exercise price of $47.30. Under the terms of this agreement, this option would vest in four equal annual installments with the first installment vesting on the first
anniversary of the grant date, subject to acceleration under certain circumstances.

Ms. Gopala resigned her employment with us
effective May 21, 2008. As a result of her resignation, Ms. Gopala’s employment agreement was terminated.

This excerpt taken from the ABII DEF 14A filed Oct 3, 2008.

AGREEMENTS WITH OUR NEOs

The following is a description of selected terms of the agreements that we have entered into with our NEOs, as such terms relate to the compensation reported and described in the “Compensation Discussion and Analysis” section above.

Employment Agreement with Carlo Montagner

Under the terms of our prior agreement with Mr. Montagner, he received an annual base salary of $675,000. Mr. Montagner’s bonus target was 50% of his base salary for 2006. In addition, consistent with the terms of the agreement, Mr. Montagner received an option to purchase 50,000 shares of Old Abraxis common stock on April 26, 2006 with an exercise price of $29.97, which was converted in connection with the separation into an option to purchase 21,214 shares of our common stock with an exercise price of $70.63. This option vests in four equal annual installments with the first installment vesting on the first anniversary of the grant date. Mr. Montagner was also entitled to reimbursement of relocation expenses.

Effective February 6, 2008, Mr. Montagner relocated to Australia as part of our establishment of a senior global leadership team to build a worldwide platform for growth. In connection with his relocation, Mr. Montagner agreed to transfer his employment to our Australian subsidiary, Abraxis BioScience Australia Pty Ltd (“Abraxis Australia”), where Mr. Montagner serves in a new role as President of Oncology, Pan-Asia for Abraxis Australia under a new employment agreement that supersedes his prior employment agreement with us and provides for a salary at an annual rate of US$450,000.

Employment Agreement with Lisa Gopalakrishnan (Gopala)

Under the terms of the agreement with Ms. Gopala, she received an annual base salary of $400,000, subject to annual review by our board of directors and compensation committee, and was eligible to participate in our bonus plan designed for other executive officers. Pursuant to the terms of Ms. Gopala’s agreement, her bonus target was 50% of her base salary. In addition, Ms. Gopala received an option to purchase 35,000 shares of Old Abraxis common stock on August 1, 2006 with an exercise price of $20.07, which was converted in connection with the separation into an option to purchase 14,850 shares of our common stock with an exercise price of $47.30. Under the terms of this agreement, this option would vest in four equal annual installments with the first installment vesting on the first anniversary of the grant date, subject to acceleration under certain circumstances. Ms. Gopala also received a signing bonus payment of $100,000 in 2006.

Ms. Gopala resigned her employment with us effective May 21, 2008. As a result of her resignation, Ms. Gopala’s employment agreement was terminated.

These excerpts taken from the ABII 10-K filed May 5, 2008.

AGREEMENTS WITH OUR NEOs

The following is a description of selected terms of the agreements that we have entered into with our NEOs, as such terms relate to the compensation reported and described in the “Compensation Discussion and Analysis” section above.

Employment Agreement with Carlo Montagner

Under the terms of our prior agreement with Mr. Montagner, he received an annual base salary of $675,000. Mr. Montagner’s bonus target was 50% of his base salary for 2006. In addition, consistent with the terms of the agreement, Mr. Montagner received an option to purchase 50,000 shares of Old Abraxis common stock on April 26, 2006 with an exercise price of $29.97, which was converted in connection with the separation into an option to purchase 21,214 shares of our common stock with an exercise price of $70.63. This option vests in four equal annual installments with the first installment vesting on the first anniversary of the grant date. Mr. Montagner was also entitled to reimbursement of relocation expenses.

Effective February 6, 2008, Mr. Montagner relocated to Australia as part of our establishment of a senior global leadership team to build a worldwide platform for growth. In connection with his relocation, Mr. Montagner agreed to transfer his employment to our Australian subsidiary, Abraxis BioScience Australia Pty Ltd (“Abraxis Australia”), where Mr. Montagner serves in a new role as President of Oncology, Pan-Asia for Abraxis Australia under a new employment agreement that supersedes his prior employment agreement with us and provides for salary at an annual rate of US$450,000.

Employment Agreement with Lisa Gopalakrishnan (Gopala)

Under the terms of the agreement with Ms. Gopala, she receives an annual base salary of $400,000, subject to annual review by our board of directors and compensation committee, and will be eligible to participate in our bonus plan designed for other executive officers. Pursuant to the terms of Ms. Gopala’s agreement, her bonus target was 50% of her base salary. In addition, Ms. Gopala received an option to purchase 35,000 shares of Old Abraxis common stock on August 1, 2006 with an exercise price of $20.07, which was converted in connection with the separation into an option to purchase 14,850 shares of our common stock with an exercise price of $47.30. This option vests in four equal annual installments with the first installment vesting on the first anniversary of the grant date. Ms. Gopala also received a signing bonus payment of $100,000 in 2006.

 

21


AGREEMENTS WITH OUR NEOs

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">The following is a description of selected terms of the agreements that we have entered into with our NEOs, as such terms relate to the compensation
reported and described in the “Compensation Discussion and Analysis” section above.

Employment Agreement with Carlo Montagner

Under the terms of our prior agreement with Mr. Montagner, he received an annual base salary of $675,000.
Mr. Montagner’s bonus target was 50% of his base salary for 2006. In addition, consistent with the terms of the agreement, Mr. Montagner received an option to purchase 50,000 shares of Old Abraxis common stock on April 26, 2006
with an exercise price of $29.97, which was converted in connection with the separation into an option to purchase 21,214 shares of our common stock with an exercise price of $70.63. This option vests in four equal annual installments with the first
installment vesting on the first anniversary of the grant date. Mr. Montagner was also entitled to reimbursement of relocation expenses.

SIZE="2">Effective February 6, 2008, Mr. Montagner relocated to Australia as part of our establishment of a senior global leadership team to build a worldwide platform for growth. In connection with his relocation, Mr. Montagner
agreed to transfer his employment to our Australian subsidiary, Abraxis BioScience Australia Pty Ltd (“Abraxis Australia”), where Mr. Montagner serves in a new role as President of Oncology, Pan-Asia for Abraxis Australia under a new
employment agreement that supersedes his prior employment agreement with us and provides for salary at an annual rate of US$450,000.

SIZE="2">Employment Agreement with Lisa Gopalakrishnan (Gopala)

Under the terms of the agreement with Ms. Gopala, she receives
an annual base salary of $400,000, subject to annual review by our board of directors and compensation committee, and will be eligible to participate in our bonus plan designed for other executive officers. Pursuant to the terms of
Ms. Gopala’s agreement, her bonus target was 50% of her base salary. In addition, Ms. Gopala received an option to purchase 35,000 shares of Old Abraxis common stock on August 1, 2006 with an exercise price of $20.07, which was
converted in connection with the separation into an option to purchase 14,850 shares of our common stock with an exercise price of $47.30. This option vests in four equal annual installments with the first installment vesting on the first
anniversary of the grant date. Ms. Gopala also received a signing bonus payment of $100,000 in 2006.

 


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This excerpt taken from the ABII 8-K filed Nov 8, 2007.

Agreements with Our NEOs

The following is a description of selected terms of the agreements that were entered into between Abraxis BioScience and our NEOs, as such terms relate to the compensation reported and described in the “Compensation Discussion and Analysis” section above. We will assume these agreements in connection with the separation and related transactions.

Employment Agreement with Carlo Montagner

Under the terms of our agreement with Mr. Montagner, he receives an annual base salary of $675,000, subject to annual review by our board of directors or compensation committee in accordance with established practices, and is eligible to participate in our bonus plan designed for other executive officers. Mr. Montagner’s bonus target was 50% of his base salary for 2006. In addition, consistent with the terms of the agreement, Mr. Montagner received an option to purchase 50,000 shares of Abraxis BioScience’s common stock on May 19, 2006 with an exercise price of $29.97. This option will vest in four equal annual installments with the first installment vesting on the first anniversary of the grant date. The agreement also provides that Mr. Montagner will be paid $400,000 in cash and/or our common stock in four equal annual installments provided that Mr. Montagner is employed by us upon the date of each annual installment payment. The first payment of $100,000 was made in the first quarter of 2007 in cash. Mr. Montagner was also entitled to reimbursement of relocation expenses.

Employment Agreement with Lisa Gopalakrishnan (Gopala)

Under the terms of the agreement with Ms. Gopala, she receives an annual base salary of $400,000, subject to annual review by our board of directors and compensation committee, and will be eligible to participate in our bonus plan designed for other executive officers. On July 14, 2007, Abraxis BioScience’s Compensation Committee approved an increase to Ms. Gopala’s base salary to $450,000. Pursuant to the terms of Ms. Gopala’s agreement, her bonus target was 50% of her base salary for 2006. In addition, Ms. Gopala received an option to purchase 35,000 shares of Abraxis BioScience’s common stock on August 1, 2006 with an exercise price of $20.07. This option will vest in four equal annual installments with the first installment vesting on the first anniversary of the grant date. Ms. Gopala also received a signing bonus payment of $100,000. If Ms. Gopala voluntarily terminates her employment during her first year of employment, she has agreed to repay the signing bonus.

 

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