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This excerpt taken from the ABII DEF 14A filed Oct 30, 2009. PAYMENTS UPON TERMINATION This section describes the payments and benefits that certain of our named executive officers would have been entitled to had their employment been terminated under the circumstances described below on December 31, 2008. In this section, the value associated with the acceleration of equity compensation is based on the closing market price of a share of our common stock as of December 31, 2008 minus the exercise price. On December 31, 2008, the closing market price of our common stock was $68.77. The amounts also include those amounts that the executive earned through that time and estimated amounts that would be paid out upon termination. The actual payments to the executive can only be determined at the actual time of termination. 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
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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. 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:
The term “good reason” included the occurrence any of the following without the executive’s express consent:
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 Lisa Gopala Ms. Gopala resigned her employment with us effective May 21, 2008. Under the terms of an agreement that we entered into with Ms. Gopala at the time, we paid her as a severance payment of $868,750, less applicable withholding amounts. In addition, the stock options that Ms. Gopala received in connection with her employment agreement accelerated for an additional eighteen months following the termination date; however, she did not exercise any of such options prior to their expiration.
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These excerpts taken from the ABII 10-K filed Apr 30, 2009. PAYMENTS UPON TERMINATION This section describes the payments and benefits that certain of our named executive officers would have been entitled to had their employment been terminated under the circumstances described below on December 31, 2008. In this section, the value associated with the acceleration of equity compensation is based on the closing market price of a share of our common stock as of December 31, 2008 minus the exercise price (if any). On December 31, 2008, the closing market price of our common stock was $68.77. The amounts also include those amounts that the executive earned through that time and estimated amounts that would be paid out upon termination. The actual payments to the executive can only be determined at the actual time of termination. 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
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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. 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:
The term “good reason” included the occurrence any of the following without the executive’s express consent:
Lisa Gopala Ms. Gopala resigned her employment with us effective May 21, 2008. Under the terms of an agreement that we entered into with Ms. Gopala at the time, we paid her a severance payment of $868,750, less applicable withholding amounts. In addition, the stock options that Ms. Gopala received in connection with her employment agreement accelerated their vesting for an additional eighteen months following the termination date; however, she did not exercise any of such options prior to their expiration date. PAYMENTS UPON This section describes the payments and benefits that certain of our named executive officers would have been entitled to Mr. O’Toole’s and Dr. Geehr’s
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For purposes of these agreements, the term “cause” included:
The term “good reason” included the occurrence any of the following without the
Ms. Gopala resigned This excerpt taken from the ABII DEF 14A filed Oct 3, 2008. PAYMENTS UPON TERMINATION This section describes the payments and benefits that certain of our named executive officers would have been entitled to had their employment been terminated under the circumstances described below on December 31, 2007. In this section, the value associated with the acceleration of equity compensation is based on the closing market price of a share of our common stock as of December 31, 2007 minus the exercise price. On December 31, 2007, the closing market price of our common stock was $68.77. The amounts also include those amounts that the executive earned through that time and estimated amounts that would be paid out upon termination. The actual payments to the executive can only be determined at the actual time of termination. Lisa Gopala Under the terms of the old agreement that has since been terminated, if Ms. Gopala employment had been terminated by us without cause, by her for good reason, or she was terminated within 12 months following a change of control, she would have been entitled to receive (in addition to her salary up to the termination date
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and post-termination benefits under company benefit plans) continuation of salary based on her then-current base salary and a bonus amount (calculated based on prior bonuses paid) for an eighteen month period after such termination. In addition, the vesting of the stock options that Ms. Gopala received in connection with her employment agreement would have accelerated for an additional eighteen months following the termination date. For purposes of this agreement, the term “cause” included:
The term “good reason” included the occurrence any of the following without her express consent:
The term “change of control” included a transaction in which either our stockholders immediately prior to such transaction ceased to hold more than fifty percent (50%) of our voting capital stock or we sold substantially all of our assets to a third party. Our obligations to make the continuing payments and the acceleration of the vesting of her options were conditioned upon Ms. Gopala agreeing not to compete with our business for a period of eighteen months following the termination date and agreeing not to solicit our employees to be employed by any competitor during that period. If Ms. Gopala failed to perform these covenants, then we would have been entitled to cease making the continuation payments in addition to other rights that we may have. If Ms. Gopala had been terminated by us without cause, by her for good reason, or if a change of control had occurred and she had been terminated as of December 31, 2007, she would have been entitled to an amount of payments totaling $1,139,154. This amount is comprised of $675,000 representing payments of her base salary for the eighteen months following the termination date, $100,000 as the bonus amount, plus $239,154 representing the excess of the fair market value of the options that would have vested as result of the termination over the option exercise price. Ms. Gopala resigned her employment with us effective May 21, 2008. Under the terms of an agreement that we entered into with Ms. Gopala at the time, we paid her the amounts that she would have been entitled to receive in connection with a termination of her employment without cause. In addition, the stock options that Ms. Gopala received in connection with her employment agreement accelerated for an additional eighteen months following the termination date. Carlo Montagner Under the terms of the old agreement that has since been terminated, if Mr. Montagner’s employment had been terminated by us without cause as of December 31, 2007, he would have been entitled to receive (in addition to his salary up to the termination date and post-termination benefits under company benefit plans) continuation of salary based on his then-current base salary and a bonus calculated based on prior bonuses paid
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for a twenty-four month period after such termination. In addition, the vesting of the stock options that Mr. Montagner received in connection with his employment agreement would have accelerated for an additional twenty-four months following the termination date. For purposes of this old agreement, the term “cause” includes:
Our obligations to make the continuing payments and the acceleration of vesting of his options would have been conditioned upon Mr. Montagner agreeing not to compete with our business for a period of two years following the termination date and agreeing not to solicit our employees to be employed by any competitor during that period. If Mr. Montagner fails to perform these covenants, then we would have been entitled to cease making the continuation payments in addition to other rights that we may have had. Effective February 6, 2008, Mr. Montagner entered into a new employment agreement with Abraxis Australia that supersedes his prior employment agreement with us. Under the terms of his new employment agreement, if Mr. Montagner’s employment is terminated without cause, he would be entitled to receive continuation of salary based on his then-current base salary through the end of the term of the agreement. In addition, the vesting of any stock options that Mr. Montagner holds would accelerate through the end of the term of the agreement. If Mr. Montagner accepts the continuing payments and the acceleration of vesting of his options, he will agree not to compete with the company’s business, subject to limited specified exceptions, for a period of three years following the termination date and agree not to solicit employees to be employed by any competitor during that period. If Mr. Montagner had been terminated by us without cause as of December 31, 2007, he would have been entitled to an amount of payments totaling $1,687,500 under the old agreement. This amount would have been comprised of $1,350,000 representing payments of his base salary for two years following the termination date and an estimated amount of $337,500 as the bonus amount. If Mr. Montagner had been terminated as of December 31, 2007 under the terms of his new employment agreement, he would have been entitled to receive payments totaling $712,500, consisting of his base salary through July 31, 2009. The exercise price of the accelerated options exceeded the closing price as of December 31, 2007, and therefore no value was attributed to those options. These excerpts taken from the ABII 10-K filed May 5, 2008. PAYMENTS UPON TERMINATION This section describes the payments and benefits that certain of our named executive officers would have been entitled to had their employment been terminated under the circumstances described below on December 31, 2007. In this section, the value associated with the acceleration of equity compensation is based on the closing market price of a share of our common stock as of December 31, 2007 minus the exercise price. On December 31, 2007, the closing market price of our common stock was $68.77. The amounts also include those amounts that the executive earned through that time and estimated amounts that would be paid out upon termination. The actual payments to the executive can only be determined at the actual time of termination. Lisa Gopala If Ms. Gopala employment is terminated by us without cause, by her for good reason, or she is terminated within 12 months following a change of control, she would be entitled to receive (in addition to her salary up to the termination date and post-termination benefits under company benefit plans) continuation of salary based on her then-current base salary and a bonus amount (calculated based on prior bonuses paid) for an eighteen month period after such termination. In addition, the vesting of the stock options that Ms. Gopala received in connection with her employment agreement would accelerate for an additional eighteen months following the termination date. For purposes of this agreement, the term “cause” includes:
The term “good reason” includes the occurrence any of the following without her express consent:
The term “change of control” includes a transaction in which either our stockholders immediately prior to such transaction ceases to hold more than fifty percent (50%) of our voting capital stock or we sell substantially all of our assets to a third party. Our obligations to make the continuing payments and the acceleration of the vesting of her options are conditioned upon Ms. Gopala agreeing not to compete with our business for a period of eighteen months following the termination date and agreeing not to solicit our employees to be employed by any competitor during that period. If Ms. Gopala fails to perform these covenants, then we are entitled to cease making the continuation payments in addition to other rights that we may have. If Ms. Gopala had been terminated by us without cause, by her for good reason, or if a change of control had occurred and she had been terminated as of December 31, 2007, she would have been entitled to an amount of payments totaling $1,139,154. This amount is comprised of $675,000 representing payments of her base salary
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for the eighteen months following the termination date, $225,000 as the bonus amount, plus $239,154 representing the excess of the fair market value of the options that would have vested as result of the termination over the option exercise price. Carlo Montagner Under the terms of the old agreement that has since been terminated, if Mr. Montagner’s employment had been terminated by us without cause as of December 31, 2007, he would have been entitled to receive (in addition to his salary up to the termination date and post-termination benefits under company benefit plans) continuation of salary based on his then-current base salary and a bonus calculated based on prior bonuses paid for a twenty-four month period after such termination. In addition, the vesting of the stock option that Mr. Montagner received in connection with his employment agreement would have accelerated for an additional twenty-four months following the termination date. For purposes of this old agreement, the term “cause” includes:
Our obligations to make the continuing payments and the acceleration of vesting of his options would have been conditioned upon Mr. Montagner agreeing not to compete with our business for a period of two years following the termination date and agreeing not to solicit our employees to be employed by any competitor during that period. If Mr. Montagner fails to perform these covenants, then we would have been entitled to cease making the continuation payments in addition to other rights that we may have had. Effective February 6, 2008, Mr. Montagner entered into a new employment agreement with Abraxis Australia that supersedes his prior employment agreement with us. Under the terms of his new employment agreement, if Mr. Montagner’s employment is terminated without cause, he would be entitled to receive continuation of salary based on his then-current base salary through the end of the term of the agreement. In addition, the vesting of any stock options that Mr. Montagner holds would accelerate through the end of the term of the agreement. If Mr. Montagner accepts the continuing payments and the acceleration of vesting of his options, he will agree not to compete with the company’s business, subject to limited specified exceptions, for a period of three years following the termination date and agree not to solicit employees to be employed by any competitor during that period. If Mr. Montagner had been terminated by us without cause as of December 31, 2007, he would have been entitled to an amount of payments totaling $1,687,500 under the old agreement. This amount would have been comprised of $1,350,000 representing payments of his base salary for two years following the termination date and an estimated amount of $337,500 as the bonus amount. If Mr. Montagner had been terminated as of December 31, 2007 under the terms of his new employment agreement, he would have been entitled to receive payments totaling $712,500, consisting of his base salary through July 31, 2009. The exercise price of the accelerated options exceeded the closing price as of December 31, 2007, and therefore no value was attributed to those options.
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PAYMENTS UPON TERMINATION terminated under the circumstances described below on December 31, 2007. In this section, the value associated with the acceleration of equity compensation is based on the closing market price of a share of our common stock as of December 31, 2007 minus the exercise price. On December 31, 2007, the closing market price of our common stock was $68.77. The amounts also include those amounts that the executive earned through that time and estimated amounts that would be paid out upon termination. The actual payments to the executive can only be determined at the actual time of termination. Lisa If Ms. Gopala employment is terminated by us without cause, by her for good reason, or she is terminated within 12 months For purposes of this agreement, the term “cause” includes:
than fifty percent (50%) of our voting capital stock or we sell substantially all of our assets to a third party. Our obligations to of December 31, 2007, she would have been entitled to an amount of payments totaling $1,139,154. This amount is comprised of $675,000 representing payments of her base salary
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Carlo Montagner December 31, 2007, he would have been entitled to receive (in addition to his salary up to the termination date and post-termination benefits under company benefit plans) continuation of salary based on his then-current base salary and a bonus calculated based on prior bonuses paid for a twenty-four month period after such termination. In addition, the vesting of the stock option that Mr. Montagner received in connection with his employment agreement would have accelerated for an additional twenty-four months following the termination date. For purposes of this old agreement, the term “cause” includes:
Effective February 6, 2008, Mr. Montagner entered into a new If Mr. Montagner had been
23 This excerpt taken from the ABII 8-K filed Nov 8, 2007. Payments upon Termination This section describes the payments and benefits that certain of our NEOs would have been entitled to had their employment been terminated under the circumstances described below on December 31, 2006. In this section, the value associated with the acceleration of equity compensation is based on the closing market price of a share of our common stock as of December 29, 2006 (the last trading day in 2006) minus the exercise price. On December 29, 2006, the closing market price of our common stock was $27.34. The amounts also include those amounts that the executive earned through that time and estimated amounts that would be paid out upon termination. The actual payments to the executive can only be determined at the actual time of termination. Lisa Gopala If Ms. Gopala employment is terminated by us without cause, by her for good reason, or she is terminated within 12 months following a change of control, she would be entitled to receive (in addition to her salary up to the termination date and post-termination benefits under company benefit plans) continuation of salary based on her then-current base salary and a bonus amount (calculated based on prior bonuses paid) for an eighteen month period after such termination. In addition, the vesting of the stock options that Ms. Gopala received in connection with her employment agreement would accelerate for an additional eighteen months following the termination date. Our obligations to make the continuing payments and the acceleration of the vesting of her options are conditioned upon Ms. Gopala agreeing not to compete with our business for a period of eighteen months following the termination date and agreeing not to solicit our employees to be employed by any competitor during that period. If Ms. Gopala fails to perform these covenants, then we are entitled to cease making the continuation payments in addition to other rights that we may have. If Ms. Gopala had been terminated by Abraxis BioScience without cause, by her for good reason, or if a change of control had occurred and she had been terminated as of December 31, 2006, she would have been entitled to an amount of payments totaling $810,558. This amount is comprised of $600,000 representing payments of her base salary for the eighteen months following the termination date, $83,333 as the bonus amount, plus $127,225 representing the excess of the fair market value of the options that would have vested as result of the termination over the option exercise price. Carlo Montagner If Mr. Montagner’s employment is terminated by us without cause, he would be entitled to receive (in addition to his salary up to the termination date and post-termination benefits under company benefit plans) continuation of salary based on his then-current base salary and a bonus calculated based on prior bonuses paid) for a twenty-four month period after such termination. In addition, the vesting of the stock option that Mr. Montagner received in connection with his employment agreement would accelerate for an additional twenty-four months following the termination date. Our obligations to make the continuing payments and the acceleration of vesting of his options is conditioned upon Mr. Montagner agreeing not to compete with our business for a period of two years following the termination date and agreeing not to solicit our employees to be employed by any competitor during that period. If Mr. Montagner fails to perform these covenants, then we are entitled to cease making the continuation payments in addition to other rights that we may have. If Mr. Montagner had been terminated by Abraxis BioScience without cause as of December 31, 2006, he would have been entitled to an estimated amount of payments totaling $1,687,500. This amount is comprised of $1,350,000 representing payments of his base salary for two years following the termination date and his target bonus amount of $337,500. The exercise price of the accelerated options exceeded the closing price as of December 29, 2006, and therefore no value was attributed to those options.
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