Curis 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 16, 2008
(Exact name of registrant as specified in charter)
Registrants telephone number, including area code: (617) 503-6500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
On May 16, 2008, the compensation committee of the board of directors of Curis, Inc. approved a 2008 cash incentive plan for executive officers, which we refer to herein as the cash incentive plan. The cash incentive plan is designed to motivate our executive officers to achieve specified corporate performance objectives for fiscal 2008 and to reward them for their achievement assuming those objectives are met.
Eligibility. To be eligible, an executive officer must be designated by the compensation committee or independent board members as eligible to receive payments under the cash incentive plan and be serving as an executive officer at the time the award is paid. The compensation committee has determined that the following executive officers are currently eligible to participate in the cash incentive plan: Daniel Passeri, Michael Gray, Mark Noel and Changgeng Qian.
Administration. The cash incentive plan is administered by the compensation committee. The compensation committee has the authority and discretion to modify performance goals under the cash incentive plan and has the right to amend, modify or terminate the cash incentive plan at any time.
Awards. The compensation committee has established the following target cash incentive payment amounts, referred to herein as target amounts, for each executive officer:
The compensation committee has established four equally-weighted categories of corporate goals for 2008. The four categories of corporate goals for 2008 generally relate to the achievement of:
Each of the foregoing four categories has been further delineated into three levels of potential achievement: Threshold; Target; and Maximum. Cash incentive payments may be paid based upon the degree to which each category of corporate goals has been achieved on this continuum, if at all. For each of the four categories, achievement of performance at the Threshold level results in a weighted payment equal to 50% of the target amount set forth above, achievement of performance at the Target level results in a weighted payment equal to 100% of the target amount set forth above, and achievement of performance at the Maximum level results in a weighted payment equal to 150% of the target amount set forth above.
Distribution. The awards generally will be paid in cash. The compensation committee has sole discretion, however, to pay an award using a combination of cash and equity or all equity, any such equity being issued pursuant to our 2000 Stock Incentive Plan. If the compensation committee determines that such payment will be made in whole or in part in the form of equity, the compensation committee shall have the sole discretion to determine the nature, amount and other terms of such equity award. Payment of the awards, if any, will be made after the completion of fiscal year 2008 and no later than March 15, 2009.
Effect of Change in Control. In the event of a change in control of Curis, short-term incentive amounts shall be paid out at 100% of target upon such change in control.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.