ABII » Topics » David OToole and Edward Geehr

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

David O’Toole and Edward Geehr

Mr. O’Toole’s and Dr. Geehr’s employment agreements provide for severance benefits in the event that the executive’s employment is terminated (i) by the company without cause or (ii) by the executive for “Good Reason.” Severance benefits are specifically not triggered by a termination of employment in the event of a “sale transaction” where the agreement is specifically assumed by the successor entity. If severance benefits are triggered, the executive will receive (in addition to his salary up to the termination date, accrued vacation and other vested benefits under company benefit plans up to the date of termination) the sum of the following over a twelve month period from the date of termination (the “Severance Period”), subject to restrictions under Section 409A of the Code, (i) 150% of the executives salary based on his then-current base salary and (ii) a bonus (if applicable) calculated based generally on either the 2009 target incentive bonus (if the termination occurs before the 2009 bonus is paid) or the average of the last two annual incentive bonuses paid, and in either case, prorated to the date of termination. In addition, any stock options and other equity awards held by the executive would accelerate up to the end of the Severance Period. These severance payments and benefits are contingent on the executive agreeing not to compete with the company during the Severance Period and

 

24


executing a general release in favor of the company. Under their employment agreements, these severance payments would equal $800,000 for Mr. O’Toole and $850,000 for Dr. Geehr, assuming the executives’ current base salaries, a target bonus of 50% of base salary (with no proration), and not including a value for the acceleration of any equity holdings.

For purposes of these agreements, the term “cause” included:

 

   

a material breach of the agreement, confidentiality agreement or any policy of the company is not cured to our satisfaction within twenty (20) days after written notice to Executive from us;

 

   

the failure of the executive to substantially perform her duties that continues for 20 days following notice;

 

   

the indictment of a crime involving dishonesty, breach of trust, physical harm to any person or serious moral turpitude; or

 

   

the engagement of in conduct that is materially injurious to the Company (monetarily or otherwise) or that constitutes a material violation of federal or state law relating to the Company or its business.

The term “good reason” included the occurrence any of the following without the executive’s express consent:

 

   

a material adverse change to his overall status and responsibility in our company;

 

   

he is required to be based at any place outside of fifty (50) miles from our current principal office;

 

   

a reduction in his base salary or benefits; or

 

   

any failure by the successor to the company to assume and agree to perform the company’s obligations hereunder.

Mr. O’Toole and Dr. Geehr resigned their employment with us in July 2009 and August 2009, respectively. Under the terms of agreements that we entered into with them at the time, we made a severance payment to Mr. O’Toole and Dr. Geehr in the amount of $800,000, and $668,000, respectively, less applicable withholding amounts. In addition, the equity awards that Mr. O’Toole and Dr. Geehr received during their employment accelerated for an additional twelve months following the termination date

This excerpt taken from the ABII 10-K filed Apr 30, 2009.

David O’Toole and Edward Geehr

Mr. O’Toole’s and Dr. Geehr’s employment agreements provide for severance benefits in the event that the executive’s employment is terminated (i) by the company without cause, or (ii) by the executive for “Good Reason.” Severance benefits are specifically not triggered by a termination of employment in the event of a “sale transaction” where the agreement is specifically assumed by the successor entity. If severance benefits are triggered, the executive will receive (in addition to his salary up to the termination date, accrued vacation, and other vested benefits under company benefit plans up to the date of termination) the sum of the following over a twelve month period from the date of termination (the “Severance Period”), subject to restrictions under Section 409A of the Code, (i) 150% of the executive’s salary based on his then-current base salary, and (ii) a bonus (if applicable) calculated based on either the 2009 target incentive bonus (if the termination occurs before the 2009 bonus is paid) or the average of the last two annual incentive bonuses paid, and in either case, prorated to the date of termination. In

 

16


addition, any stock options and other equity awards held by the executive would accelerate up to the end of the Severance Period. These severance payments and benefits are contingent on the executive agreeing not to compete with the company during the Severance Period and executing a general release in favor of the company. Under their employment agreements, these severance payments would equal $800,000 for Mr. O’Toole and $850,000 for Dr. Geehr, assuming the executives’ current base salaries, a target bonus of 50% of base salary (with no proration), and not including a value for the acceleration of any equity holdings.

For purposes of these agreements, the term “cause” included:

 

   

a material breach of the agreement, confidentiality agreement or any of our policies, if not cured to our satisfaction within twenty (20) days after our written notice to Executive;

 

   

the failure of the executive to substantially perform his duties, which continues for 20 days following notice;

 

   

the indictment of a crime involving dishonesty, breach of trust, physical harm to any person or serious moral turpitude; or

 

   

the engagement of conduct which is materially injurious to us (monetarily or otherwise) or which constitutes a material violation of federal or state law relating to us or our business.

The term “good reason” included the occurrence any of the following without the executive’s express consent:

 

   

a material adverse change to his overall status and responsibility;

 

   

requiring him to be based at any place outside of fifty (50) miles from our current principal office;

 

   

a reduction in his base salary or benefits; or

 

   

any failure by a successor company to assume and agree to perform our obligations hereunder.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki