XNPT » Topics » Item 1.01 Entry into a Material Definitive Agreement.

This excerpt taken from the XNPT 8-K filed Feb 1, 2006.

Item 1.01     Entry into a Material Definitive Agreement.

Bonus Plan Adopted
On January 31, 2006, upon the recommendation of the compensation committee (the “Compensation Committee”) of the board of directors of XenoPort, Inc. (the “Company”), the board of directors of the Company (the “Board of Directors”) approved the XenoPort, Inc. Executive Officer Bonus Plan (the “Bonus Plan”).  The purpose of the Bonus Plan is to provide the Company’s executive officers with incentives to achieve the highest level of individual and team performance and to meet or exceed specified goals, which contribute to the overall success of the Company.

The foregoing description of the Bonus Plan is qualified in its entirety by reference to the copy of the Bonus Plan attached hereto as Exhibit 10.24 and incorporated herein by reference.

2005 Bonuses and Stock Option Grants and 2006 Salary Information for Named Executive Officers
On January 31, 2006, the Board of Directors approved cash bonus payments and stock options to be granted to the Company’s “named executive officers” (as defined under applicable securities laws).  The cash bonus payments and option grants were based on the Board of Directors’ evaluation of certain corporate and individual performance objectives achieved during 2005.  The Board of Directors also approved, upon the recommendation of the Compensation Committee, annual salaries for 2006 for the named executive officers.  The 2005 cash bonus and option grant information and the 2006 salary information for the named executive officers are set forth on Exhibit 10.26 to this Current Report on Form 8-K, which is incorporated herein by reference.

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