EQUITY COMPENSATION PLAN INFORMATION for Abraxis

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Abraxis BioScience (ABII)

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ABII » Topics » EQUITY COMPENSATION PLAN INFORMATION

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

EQUITY COMPENSATION PLAN INFORMATION

We maintain one compensation plan, our 2007 Stock Incentive Plan (the “Stock Incentive Plan”), that provides for the issuance of our common stock to officers, directors, other employees or consultants. The Stock Incentive Plan has been approved by the stockholders.

In addition, in connection with our separation from Old Abraxis, we assumed the American BioScience Restricted Unit Plan I and the American BioScience Restricted Unit Plan II (the “ABI RSU Plans”) and the restricted units previously granted under these plans to our employees. The ABI RSU Plans were not approved by our stockholders.

The following table provides information about the Stock Incentive Plan and the ABI RSU Plans as of December 31, 2008:


	(a)		(b)		(c)
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
Equity Compensation Plans Approved by Security Holders	920,390	(1)	$	56.25	5,079,610
Equity Compensation Plans Not Approved by Security Holders

Total	920,390		$	56.25	5,079,610

(1)

Does not include 367,100 shares of our common stock issuable under the American Bioscience, Inc. Restricted Stock Plan II (“RSU Plan”) that were assumed in connection with the spin-off. Old Abraxis previously assumed the obligations under the RSU Plan in connection with its merger with American BioScience in April 2006. Under the terms of RSU Plan, in general one-half of the units granted thereunder generally vested on April 18, 2008 and the remaining one-half of the units generally will vest on April 18, 2010. On each vesting date, the value of the restricted stock unit award converted or will convert into the right to receive a number of shares of our common stock equal to the notional price that vests on such date divided by the average trading price of our common stock over the three trading days ending two days prior to vesting; except that if the average trading price of our common stock for such period is less than $66.63, then the notional price that vests on such date is divided by $66.63. We may elect to pay to the holder the cash value of our common stock that vests on each vesting date in lieu of delivery of our common stock.

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

EQUITY COMPENSATION PLAN INFORMATION

In addition, in connection with our separation from Old Abraxis, we assumed the American BioScience Restricted Unit Plan I and the American BioScience Restricted Unit Plan II (the “ABI RSU Plans”), and the restricted units previously granted under these plans to our employees. The ABI RSU Plans were not approved by our stockholders.

The following table provides information about the Stock Incentive Plan and the ABI RSU Plans as of December 31, 2008:


	(a)		(b)		(c)
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
Equity Compensation Plans Approved by Security Holders	920,390	(1)	$	56.25	5,079,610
Equity Compensation Plans Not Approved by Security Holders

Total	920,390		$	56.25	5,079,610

(1)

Item 13.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The following is a description of certain transactions and relationships entered into or existing since January 1, 2008, between us and certain affiliated parties. Our audit committee has the authority to review and to approve all related party transactions. It is our practice to have all related party transactions approved by either our audit committee or an independent committee of the board.

EQUITY COMPENSATION PLAN INFORMATION

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">We maintain one compensation plan, our 2007 Stock Incentive Plan (the “Stock Incentive Plan”), that provides for the issuance of our common
stock to officers, directors, other employees or consultants. The Stock Incentive Plan has been approved by the stockholders.

In addition,
in connection with our separation from Old Abraxis, we assumed the American BioScience Restricted Unit Plan I and the American BioScience Restricted Unit Plan II (the “ABI RSU Plans”), and the restricted units previously granted under
these plans to our employees. The ABI RSU Plans were not approved by our stockholders.

The following table provides information about the
Stock Incentive Plan and the ABI RSU Plans as of December 31, 2008:


	(a)		(b)		(c)
Plan Category	Number of Securities to be Issued Upon FACE="Times New Roman" SIZE="1">Exercise of Outstanding Options, Warrants and Rights		Weighted-Average SIZE="1">Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining FACE="Times New Roman" SIZE="1">Available for Future Issuance Under Equity Compensation Plans FACE="Times New Roman" SIZE="1">(excluding securities reflected in column (a))
Equity Compensation Plans Approved by Security Holders	920,390	(1)	$	56.25	5,079,610
Equity Compensation Plans Not Approved by Security Holders

Total	920,390		$	56.25	5,079,610

(1)

Does not include 367,100 shares of our common stock issuable under the American Bioscience, Inc. Restricted Stock Plan II (“RSU Plan”) that were assumed in connection with
the spin-off. Old Abraxis previously assumed the obligations under the RSU Plan in connection with its merger with American BioScience in April 2006. Under the terms of RSU Plan, in general one-half of the units granted thereunder generally vested
on April 18, 2008 and the remaining one-half of the units generally will vest on April 18, 2010. On each vesting date, the value of the restricted stock unit award converted or will convert into the right to receive a number of shares of
our common stock equal to the notional price that vests on such date divided by the average trading price of our common stock over the three trading days ending two days prior to vesting; except that if the average trading price of our common stock
for such period is less than $66.63, then the notional price that vests on such date is divided by $66.63. We may elect to pay to the holder the cash value of our common stock that vests on each vesting date in lieu of delivery of our common stock.

Item 13.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

FACE="Times New Roman" SIZE="2">The following is a description of certain transactions and relationships entered into or existing since January 1, 2008, between us and certain affiliated parties. Our audit committee has the authority to review
and to approve all related party transactions. It is our practice to have all related party transactions approved by either our audit committee or an independent committee of the board.

FACE="Times New Roman" SIZE="2">Agreements Related to Separation

In connection with the separation, we entered into a number of
agreements that govern the relationship between New APP and us for a period of time after the separation. The agreements were entered into while we were still a wholly owned subsidiary of Old Abraxis. These agreements include:

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

•

Tax allocation agreement;

•

Dual officer agreement;

•

Employee matters agreement;

•

Transition services agreement;

•

Manufacturing agreement; and

•

Various real estate leases.

Until
May 2008, Patrick Soon-Shiong, M.D. and our former chief financial officer, Lisa Gopala, were also the chief executive officer and chief financial officer, respectively of New APP. Dr. Soon-Shiong also owned approximately 80% of the outstanding
capital stock of New APP and served as its chairman of the board until September 2008.

Each of these agreements related to the separation
was approved by the unanimous consent of our board of directors. In addition, each of our directors was a member of the Old Abraxis board of directors at the time these agreements were approved by them.

STYLE="margin-top:18px;margin-bottom:0px">Tax Allocation Agreement

The tax allocation
agreement allocates the liability for taxes. Under the tax allocation agreement, New APP is responsible for and has agreed to indemnify us against all tax liabilities to the extent they relate to New APP’s hospital-based business, and we are
responsible for and have agreed to indemnify New APP against all tax liabilities to the extent they relate to our proprietary products business. The tax allocation agreement also provides the extent to which, and the circumstances under which, the
parties would be liable if the separation were not to constitute a tax-free distribution under Section 355 and Section 368(a)(1)(D) of the Internal Revenue Code. In general, we are required to indemnify New APP for any taxes resulting from
a failure of the distribution to so qualify, unless such failure results solely from New APP’s specified acts.

Dual Officer Agreement

We entered into an agreement with New APP under which we and New APP acknowledged and agreed that Dr. Soon-Shiong and Ms. Gopala
could serve as an officer of both companies and receive compensation from either or both companies. New APP also acknowledged and agreed in this agreement that neither Dr. Soon-Shiong nor Ms. Gopala would have any obligation to present to
New APP any business or corporate opportunity that may come to his or her attention, other than certain business opportunities relating to the manufacture or sale of products that either were manufactured and sold by the hospital-based products
business prior to the separation or were the subject of an ANDA filed prior to the separation and related transactions.

Effective
May 1, 2008, New APP appointed a new chief executive officer and chief financial officer who replaced Dr. Soon-Shiong and Ms. Gopala in those positions. In addition, Ms. Gopala resigned as our chief financial officer in May 2008.

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

EQUITY COMPENSATION PLAN INFORMATION

We maintain the 2007 Stock Incentive Plan (the “2007 Plan”) that provides for the issuance of our common stock to officers, directors, other employees or consultants.

The following table provides information about the 2007 Plan as of December 31, 2007.


	(a)		(b)		(c)
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options		Weighted-Average Exercise Price of Outstanding Options		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity Compensation Plans Approved by Security Holders	898,126	(1)	$	55.95	5,101,874
Equity Compensation Plans Not Approved by Security Holders	—			—	—

Total	898,126		$	55.95	5,101,874

(1)

Does not include 367,100 shares of our common stock issuable under the American Bioscience, Inc. Restricted Stock Plan II (“RSU Plan”) that we were assumed in connection with the spin-off. Old Abraxis previously assumed the obligations under the RSU Plan in connection with its merger with American BioScience in April 2006. Under the terms of RSU Plan, in general one-half of the units granted thereunder generally vested on April 18, 2008 and the remaining one-half of the units generally will vest on April 18, 2010. On each vesting date, the value of the restricted stock unit award converted or will convert into the right to receive a number of shares of our common stock equal to the notional price that vests on such date divided by the average trading price of our common stock over the three trading days ending two days prior to vesting; except that if the average trading price of our common stock for such period is less than $66.63, then the notional price that vests on such date is divided by $66.63. We may elect to pay to the holder the cash value of our common stock that vests on each vesting date in lieu of delivery of our common stock. The three day trading average of our common stock prior to April 18, 2008 was $60.13; therefore the notional price to determine the amount vested was $66.63. We elected to pay these awards in cash as of such vesting date. In accordance with our agreement with RSU Plan LLC, an entity controlled by our chief executive officer, RSU Plan LLC delivered to us 224,624 shares of our common stock for cancellation in order to satisfy our obligations with respect to the vesting that occurred on April 18, 2008.

EQUITY COMPENSATION PLAN INFORMATION

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">We maintain the 2007 Stock Incentive Plan (the “2007 Plan”) that provides for the issuance of our common stock to officers, directors, other
employees or consultants.

The following table provides information about the 2007 Plan as of December 31, 2007.

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">


	(a)		(b)		(c)
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options		Weighted-Average Exercise Price of Outstanding Options		SIZE="1">Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity Compensation Plans Approved by Security Holders	898,126	(1)	$	55.95	5,101,874
Equity Compensation Plans Not Approved by Security Holders	—			—	—

Total	898,126		$	55.95	5,101,874

(1)

Does not include 367,100 shares of our common stock issuable under the American Bioscience, Inc. Restricted Stock Plan II (“RSU Plan”) that we were assumed in connection
with the spin-off. Old Abraxis previously assumed the obligations under the RSU Plan in connection with its merger with American BioScience in April 2006. Under the terms of RSU Plan, in general one-half of the units granted thereunder generally
vested on April 18, 2008 and the remaining one-half of the units generally will vest on April 18, 2010. On each vesting date, the value of the restricted stock unit award converted or will convert into the right to receive a number of
shares of our common stock equal to the notional price that vests on such date divided by the average trading price of our common stock over the three trading days ending two days prior to vesting; except that if the average trading price of our
common stock for such period is less than $66.63, then the notional price that vests on such date is divided by $66.63. We may elect to pay to the holder the cash value of our common stock that vests on each vesting date in lieu of delivery of our
common stock. The three day trading average of our common stock prior to April 18, 2008 was $60.13; therefore the notional price to determine the amount vested was $66.63. We elected to pay these awards in cash as of such vesting date. In
accordance with our agreement with RSU Plan LLC, an entity controlled by our chief executive officer, RSU Plan LLC delivered to us 224,624 shares of our common stock for cancellation in order to satisfy our obligations with respect to the vesting
that occurred on April 18, 2008.

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

Equity Compensation Plan Information

We expect to maintain one compensation plan that provides for the issuance of our common stock to officers, directors, other employees or consultants, the 2007 Stock Incentive Plan. The 2007 Stock Incentive Plan was approved by our sole stockholder prior to the separation and related transactions.

The following table provides information about the 2007 Stock Incentive Plan as of November 7, 2007.


	(a)	(b)		(c)
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options	Weighted- Average Exercise Price of Outstanding Options		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity Compensation Plans Approved by Security Holders	—	$	—	6,000,000
Equity Compensation Plans Not Approved by Security Holders	—		—	—

Total	—	$	—	6,000,000

124

EXCERPTS ON THIS PAGE:

DEF 14A	Oct 30, 2009

10-K (2 sections)	Apr 30, 2009

10-K (2 sections)	May 5, 2008

8-K	Nov 8, 2007

Abraxis BioScience (ABII)

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