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This excerpt taken from the ABII DEF 14A filed Oct 30, 2009. David OToole and Edward Geehr Mr. OTooles and Dr. Geehrs employment agreements provide for severance benefits in the event that the executives 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
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executing a general release in favor of the company. Under their employment agreements, these severance payments would equal $800,000 for Mr. OToole 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:
The term good reason included the occurrence any of the following without the executives express consent:
Mr. OToole 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. OToole and Dr. Geehr in the amount of $800,000, and $668,000, respectively, less applicable withholding amounts. In addition, the equity awards that Mr. OToole 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 OToole and Edward Geehr Mr. OTooles and Dr. Geehrs employment agreements provide for severance benefits in the event that the executives 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 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
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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. OToole 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:
The term good reason included the occurrence any of the following without the executives express consent:
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