NTEC » Topics » Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

This excerpt taken from the NTEC 8-K filed Feb 10, 2009.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The discussion above under Item 2.05 is incorporated herein by reference.

 

At a meeting held on February 5, 2009, the Compensation Committee (the “Committee”) of the Board determined the 2008 bonuses for the Company’s employees under the Company’s bonus program (previously described in the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2006, the “Bonus Program”).  The Company’s named executive officers were awarded a 2008 bonus in the following amounts: George J. Vergis, Ph.D., President and Chief Executive Officer:  $100,000; A. Brian Davis, Senior Vice President and Chief Financial Officer: $140,608; and Bruce A. Wallin, M.D., Senior Vice President, Clinical Development and Chief Medical Officer: $135,200.

 

In order to facilitate the payment of pro-rata bonuses pursuant to change of control agreements that were triggered by the sale of substantially all of the Company’s assets to BioGeneriX AG and Novo Nordisk A/S (as previously described in the Proxy Statement and in our Current Report on Form 8-K filed with the SEC on January 28, 2009), the Committee also determined the 2009 target bonus percentages.  The 2009 target bonus

 

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percentages for the Company’s named executive officers are as follows:  Dr. Vergis: 75%; Mr. Davis: 50%; and Dr. Wallin: 50%.

 

This excerpt taken from the NTEC 8-K filed Jan 28, 2009.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

In connection with the BGX Asset Sale, on January 26, 2009, the Company, BGX and George J. Vergis Ph.D., the Company’s President and Chief Executive Officer (“Dr. Vergis”), entered into an Assignment of Non-Compete (the “BGX Assignment”).

 

In addition, in connection with the Novo Asset Sale, on January 26, 2009, the Company, Novo and Dr. Vergis entered in into an Assignment of Non-Compete (the “Novo Assignment,” together with the BGX Assignment, the “Assignments”).

 

The Assignments transferred certain covenants by Dr. Vergis not to compete with the business of the Company pursuant to the Amended and Restated Employment Agreement, dated April 30,

 

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2007 between Dr. Vergis and the Company (the “Non-Compete Obligations”) to BGX and Novo, as they relate to the respective Fields of Use set forth in the Asset Purchase Agreements entered into in connection with the BGX Asset Sale and the Novo Asset Sale.  The Assignments became effective upon the closing of the Asset Sales.

 

Complete copies of the Assignments are attached to this report as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.

 

Forward-Looking Information Is Subject to Risk and Uncertainty

 

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ, including the risk that the Company will delay the filing of, or not file at all, the certificate of dissolution.  For a discussion of these risks and uncertainties, any of which could cause our actual results to differ from those contained in the forward-looking statements, see our proxy statement filed with the Securities and Exchange Commission (“SEC”) on December 17, 2008 and discussions of potential risks and uncertainties in our subsequent filings with the SEC.  Except as otherwise required under federal securities laws and the rules and regulations of the SEC, the Company does not have any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.

 

This excerpt taken from the NTEC 8-K filed Sep 22, 2008.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

On September 16, 2008, Mark H. Rachesky, M.D. resigned from the Board of Directors of Neose Technologies, Inc.  Dr. Rachesky did not serve on any Board committees.

 

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Signatures

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

NEOSE TECHNOLOGIES, INC.

 

 

 

 

 

 

Date: September 22, 2008

By:

/s/ A. Brian Davis

 

 

A. Brian Davis

 

 

Senior Vice President and Chief
Financial Officer

 

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This excerpt taken from the NTEC 8-K filed Mar 13, 2008.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At a meeting held on February 4, 2008, the Compensation Committee (the "Committee") of the Board of Directors of the Company granted to the Company’s executive officers (the "Executive Officers") options to purchase shares of common stock pursuant to the terms and conditions of the Company’s 2004 Equity Incentive Plan in the following amounts: George J. Vergis, President and Chief Executive Officer: 100,000; A. Brian Davis, Senior Vice President and Chief Financial Officer: 35,000; Bruce A. Wallin, Senior Vice President, Clinical Development and Chief Medical Officer: 35,000; and Valerie M. Mulligan, Senior Vice President, Quality and Regulatory Affairs: 35,000. The exercise price of each stock option is $0.68, the closing sales price per share on the date of grant. Each option will vest, as long as the Executive Officer has not voluntarily terminated his or her employment prior to the applicable vesting date, one-half on August 4, 2008, and one-half on February 4, 2009. Such options are reflected in stock option agreements similar in all other material respects to the Form of Non-Qualified Stock Option Award Agreement filed as Exhibit 10.13 to the Company’s quarterly report on Form 10-Q filed with the SEC on November 4, 2004. An updated Form of Non-Qualified Stock Option Award Agreement will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for quarterly period ended March 31, 2008.

At a meeting held on March 7, 2008, the Committee determined the 2008 target bonuses percentages for the Executive Officers under the Company’s bonus program (previously described in the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2006) in the following amounts: Chief Executive Officer – 75%, Executive Vice Presidents and Senior Vice Presidents – 50%.






SIGNATURES

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.

         
    Neose Technologies, Inc.
          
March 13, 2008   By:   /s/ A. Brian Davis
       
        Name: A. Brian Davis
        Title: Senior Vice President and Chief Financial Officer
This excerpt taken from the NTEC 8-K filed Feb 7, 2008.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At a meeting held on February 4, 2008, the Compensation Committee (the "Committee") of the Board of Directors of Neose Technologies, Inc. (the "Company") determined the 2007 bonuses for the Company’s executive officers (the "Executive Officers") under the Company’s bonus program (previously described in the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2006, the "Bonus Program") in the following amounts: George J. Vergis, President and Chief Executive Officer: $136,500.00; Debra J. Poul, Senior Vice President, General Counsel and Secretary: $84,895.35; A. Brian Davis, Senior Vice President and Chief Financial Officer: $67,600.00; Bruce A. Wallin, Senior Vice President, Clinical Development and Chief Medical Officer: $60,420.44; and Valerie M. Mulligan, Senior Vice President, Quality and Regulatory Affairs: $59,676.84.

The achievement, or failure to achieve, the corporate and individual performance objectives established under the Bonus Program inform the Committee’s determination regarding the payment of annual bonuses, but is not entirely determinative. The Committee’s determination was based in part on its own evaluation of each Executive Officer’s performance. The Committee awarded bonuses to the Executive Officers at 50% of target for Dr. Vergis, Mr. Davis and Dr. Wallin and at 60% of target for Ms. Poul and Ms. Mulligan. For Dr. Vergis, the award was equivalent to 37.5% of his 2007 base salary; for Mr. Davis, the award was equal to 25% of his 2007 base salary; for Ms. Poul, the award was equivalent to 30% of her 2007 base salary; for Dr. Wallin, the award was equivalent to 23.24% of his 2007 base salary; and for Ms. Mulligan, the award was equivalent to 27.89% of her 2007 base salary. The bonus awards for Dr. Wallin and Ms. Mulligan reflect a proration of their respective target bonus amounts, due to their promotions from Vice President to Senior Vice President during 2007.

The Committee also awarded 2008 salary increases for all Executive Officers (other than Ms. Poul, whose employment ends in February 2008) equal to 4% of their 2007 base salary. As such, their base salaries for 2008 will be as follows: Dr. Vergis, $378,560.00; Mr. Davis, $281,216.00, Dr. Wallin, $270,400.00, and Ms. Mulligan, $222,560.00.






SIGNATURES

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.

         
    Neose Technologies, Inc.
          
February 7, 2008   By:   /s/ A. Brian Davis
       
        Name: A. Brian Davis
        Title: Senior Vice President and Chief Financial Officer
This excerpt taken from the NTEC 8-K filed Jan 8, 2008.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 7, 2008, David A. Zopf resigned his position as Executive Vice President and Chief Scientific Officer of Neose Technologies, Inc. (the "Company"), effective immediately. Dr. Zopf’s resignation was not due to any disagreement with the Company. A copy of the press release announcing his resignation is attached hereto as exhibit 99.1.





This excerpt taken from the NTEC 8-K filed May 21, 2007.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At the 2007 Annual Meeting of Stockholders of Neose Technologies, Inc. (the "Company") held on May 4, 2007, the stockholders of the Company approved an amendment to the Company's 2004 Equity Incentive Plan (the "Plan") to increase the number of shares of the Company's common stock, par value $.01 per share, issuable under the Plan by 1,000,000 shares.






SIGNATURES

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.

         
    Neose Technologies, Inc.
          
May 21, 2007   By:   /s/ A. Brian Davis
       
        Name: A. Brian Davis
        Title: Senior Vice President and Chief Financial Officer
This excerpt taken from the NTEC 8-K filed May 4, 2007.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2007, Neose Technologies, Inc. (the "Company") entered into an amended and restated employment agreement with its Chief Executive Officer, George J. Vergis, and new change of control agreements with the following executive officers: David A. Zopf, Executive Vice President and Chief Scientific Officer; Debra J. Poul, Senior Vice President, General Counsel and Secretary; A. Brian Davis, Senior Vice President and Chief Financial Officer; and Valerie Mulligan, Senior Vice President, Quality and Regulatory Affairs.

Amended and Restated Employment Agreement

The terms of Dr. Vergis’ original employment agreement dated May 4, 2006 are described in the Company’s Proxy Statement relating to the 2007 Annual Meeting of Stockholders that was filed with the SEC on April 3, 2007 (the "2007 Proxy Statement"). The Amended and Restated Employment Agreement executed on April 30, 2007 amends and restates the terms of Dr. Vergis’ original employment agreement, and adds or changes the following provisions:

• In the event Dr. Vergis’ employment is terminated without Cause or for Good Reason (as those terms are defined in the employment agreement), the Company will pay to Dr. Vergis, in addition to other amounts payable under the employment agreement, a lump sum cash payment equal to a pro-rata portion of his target annual bonus for the calendar year in which the termination occurs. Also, in that case, he will be credited with an additional 12 months of service for purposes of option vesting and all vested options then held by him will remain outstanding for the lesser of 12 months and the options’ remaining term;

• In the event Dr. Vergis’ employment ceases within 18 months following a Change in Control (as defined in the employment agreement) as a result of a termination by the Company without Cause or a resignation for Good Reason:

-- The non-compete and non-solicitation covenants applicable to Dr. Vergis will be extended from 12 months following termination to 30 months following termination;

-- The Company will pay to Dr. Vergis the following amounts: (i) a lump sum cash payment equal to a pro-rata portion of his target annual bonus for the calendar year in which the termination occurs; (ii) a lump sum cash payment equal to 2.5 times his then current base salary; (iii) a lump sum cash payment equal to 2.5 times his then current target annual bonus amount; and (iv) to the extent not already paid, any annual bonus payable to Dr. Vergis with respect to a calendar year that ended prior to termination; and

-- The vesting of all stock options then held by Dr. Vergis will fully accelerate and, in addition, such options will remain outstanding for the lesser of 30 months and the options’ remaining term.

New Change of Control Agreements

The terms of the executive officers’ original change of control agreements executed in October 2002 are described in the 2007 Proxy Statement. The new change of control agreements executed on April 30, 2007 replace the original change of control agreements on substantially the same terms, except for the following changes or additions:

• In the event the executive’s employment is terminated without Cause or for Good Reason (as those terms are defined in the change of control agreements), the Company will pay to the executive, in addition to the medical benefits and outplacement services provided under the change of control agreements, the following amounts: (i) a lump sum cash payment equal to a pro-rata portion of his or her target annual bonus for the calendar year in which the termination occurs; (ii) a lump sum cash payment equal to the executive’s then current base salary; and (iii) a lump sum cash payment equal to the executive’s target bonus for the calendar year in which the termination occurs;

• In the event the executive’s employment ceases within 12 months following a Change of Control (as defined in the change of control agreements) as a result of termination by the Company without Cause or a resignation for Good Reason:

-- The Company will pay to the executive the following amounts: (i) a lump sum cash payment equal to a pro-rata portion of his or her target annual bonus for the calendar year in which the termination occurs; (ii) a lump sum cash payment equal to 1.5 times the executive’s then current annual base salary; and (iii) a lump sum cash payment equal to 1.5 times the executive’s then current target annual bonus for the calendar year in which the termination occurs;

-- The Company will provide medical benefits to the executive (and if covered prior to termination, his or her spouse and dependents) for a period of 18 months following termination at a monthly cost to the executive equal to his or her monthly contribution, if any, toward the cost of such coverage immediately prior to termination; and

-- All outstanding stock options held by the executive will then become fully vested and immediately exercisable and will remain exercisable for a period of the shortest of: (a) 18 months following termination, (b) the scheduled expiration of the option (without regard to termination), and (c) the longest period that does not result in the option becoming subject to an additional tax under Section 409A of the Internal Revenue Code;

• The non-compete and non-solicitation covenants applicable to certain executives will last during the term of employment and for a period of 18 months following termination (in the case of a severance event in connection with a Change of Control), and 12 months following termination (in the case of termination for any other reason).






SIGNATURES

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.

         
    Neose Technologies, Inc.
          
May 4, 2007   By:   /s/ A. Brian Davis
       
        Name: A. Brian Davis
        Title: Senior Vice President and Chief Financial Officer
This excerpt taken from the NTEC 8-K filed Mar 20, 2007.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At a meeting held on March 14, 2007, the Compensation Committee (the "Committee") of the Board of Directors of Neose Technologies, Inc. (the "Company") determined the 2006 bonuses for the Company’s executive officers (the "Executive Officers") under the Company’s bonus program (previously described in the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2006, the "Bonus Program") in the following amounts: George J. Vergis, President and Chief Executive Officer: $262,500.00; David A. Zopf, Executive Vice President and Chief Scientific Officer: $138,102.40; Debra J. Poul, Senior Vice President, General Counsel and Secretary: $133,197.52; A. Brian Davis, Senior Vice President and Chief Financial Officer: $155,367.54; and Valerie Mulligan, Vice President, Quality and Regulatory Affairs: $66,616.83.

The achievement, or failure to achieve, the corporate and individual performance objectives established under the Bonus Program inform the Committee’s determination regarding the payment of annual bonuses, but is not entirely determinative. The Committee’s determination was based in part on its own evaluation of each Executive Officer’s performance. The Committee awarded bonuses to the Executive Officers at 100% of target in all cases, except Mr. Davis, who was awarded 125% of his target bonus. For Dr. Vergis, the award was equivalent to 75% of his 2006 base salary; for Ms. Poul and Dr. Zopf, the award was equivalent to 50% of their respective 2006 base salaries; in the case of Mr. Davis, the award was equivalent to 62.5% of his 2006 base salary; and for Ms. Mulligan, the award was 35% of her base salary.





“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this Current Report on Form 8-K regarding the Company’s business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of these risks and uncertainties, any of which could cause the Company’s actual results to differ from those contained in the forward-looking statement, see the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and discussions of potential risks and uncertainties in the Company’s subsequent filings with the SEC.


SIGNATURES

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.

         
    Neose Technologies, Inc.
          
March 20, 2007   By:   /s/ A. Brian Davis
       
        Name: A. Brian Davis
        Title: Senior Vice President and Chief Financial Officer
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