Preview
Full Doc
 | 2001 |
Compensation Agreement
Compensation Agreement (4K)
Doc #129373: Click preview link for longer preview.
May 1, 2001
J. Raymond Elliott
54595 County Road 8
Middlebury, Indiana 46540
PERSONAL AND CONFIDENTIAL
Dear Ray:
The purpose of this letter is to summarize the terms of your compensation as of
March 15, 2001 contingent upon your assuming the position of President and Chief
Executive Officer - Zimmer Holdings, Inc. This letter also summarizes the terms
of your pension benefit under the Bristol-Myers Squibb Company Retirement Income
Plan. Please note that these arrangements are supplemental to the terms and
conditions of the letter agreement you received from George P. Kooluris, dated
February 21, 2001. All terms and conditions presented in the February 21, 2001
letter agreement remain unchanged.
CASH COMPENSATION
Your annual base salary will be $600,000 and you will have a target bonus of
100% of base salary ($600,000). These compensation arrangements are effective
retroactive to March 15, 2001.
STOCK OPTION AWARD
Effective within 30 days following the date of the spin-off of Zimmer, you will
receive an option to purchase shares of Zimmer stock with an economic value at
the time of grant of $2,100,000 using a generally accepted valuation
methodology. This option will be issued under a new option and equity
compensation plan (the "Zimmer Stock Incentive Plan") that will be adopted by
Zimmer's Board of Directors. Your option will vest in equal installments over a
period of four years provided you remain employed with Zimmer during that time,
or as provided otherwise under the Zimmer Stock Incentive Plan. The exercise
price will equal the fair market value of Zimmer stock at the time the option is
granted.
129373
|
Bristol-Myers
As referenced in this Compensation Agreement:
Bristol-Myers Squibb – the position of President and Chief
Executive Officer - Zimmer Holdings, Inc. This letter also summarizes the terms
of your pension benefit under the Bristol-Myers Squibb Company Retirement Income
Plan. Please note that these arrangements are supplemental to the terms and
conditions of the letter agreement you received from
_____________
BRISTOL-MYERS SQUIBB – Zimmer stock at the time the option is
granted.
{Page}
J. RAYMOND ELLIOTT
MAY 1, 2001
PAGE 2 OF 3
PENSION BENEFIT UNDER BRISTOL-MYERS SQUIBB COMPANY RETIREMENT INCOME PLAN
In view of your short service with Bristol-Myers Squibb Company and the impact
that this will have on
_____________
Bristol-Myers Squibb – 1, 2001
PAGE 2 OF 3
PENSION BENEFIT UNDER BRISTOL-MYERS SQUIBB COMPANY RETIREMENT INCOME PLAN
In view of your short service with Bristol-Myers Squibb Company and the impact
that this will have on your ability to accrue a pension benefit under the
Bristol-Myers Squibb Company Retirement
_____________
Bristol-Myers Squibb – service with Bristol-Myers Squibb Company and the impact
that this will have on your ability to accrue a pension benefit under the
Bristol-Myers Squibb Company Retirement Income Plan, we will guarantee a
straight life annuity benefit for you of $98,508 per year beginning no sooner
than
_____________
Bristol-Myers Squibb – following the date of your 55th birthday. To the
extent that the value of the pension benefit amounts you will receive from the
Bristol-Myers Squibb Company Retirement Income Plan and the Bristol-Myers Squibb
Company Benefit Equalization Plan do not exceed the guaranteed amount,
Bristol-Myers Squibb Company
_____________
dt 90708
;
Zimmer Holdings
As referenced in this Compensation Agreement:
Zimmer Holdings, Inc – The purpose of this letter is to summarize the terms of your compensation as of
March 15, 2001 contingent upon your assuming the position of President and Chief
Executive Officer - Zimmer Holdings, Inc . This letter also summarizes the terms
of your pension benefit under the Bristol-Myers Squibb Company Retirement Income
Plan. Please note that these arrangements are supplemental to the terms
_____________
Zimmer Holdings, Inc – factors noted on page RP-6.
SPECIAL SEVERANCE PROVISIONS PURSUANT TO A CHANGE IN CONTROL
You had asked about receiving special severance coverage pursuant to a change in
control of Zimmer Holdings, Inc ., similar to the coverage you would be entitled
to receive as an executive of Bristol-Myers Squibb Company. Please be advised
that you will need to take up this
_____________
Zimmer
Holdings, Inc – be entitled
to receive as an executive of Bristol-Myers Squibb Company. Please be advised
that you will need to take up this request with the Board of Directors of Zimmer
Holdings, Inc .
Please contact me if you have any questions concerning the contents of this
letter.
Very truly yours,
Richard C. Lodato
Vice President
Global Compensation
cc: Charles G. Tharp
Senior
_____________
dt 1551579
;
| J. Raymond Elliott
|
Preview
Full Doc
| 2001 |
Employee Benefits Agreement
Employee Benefits Agreement (85K)
Doc #129408: Click preview link for longer preview.
EMPLOYEE BENEFITS AGREEMENT
by and between
BRISTOL-MYERS SQUIBB COMPANY
and
ZIMMER HOLDINGS, INC.
Dated as of [ ], 2001
{PAGE}
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.................................................1
ARTICLE II
GENERAL PRINCIPALS
Section 2.01. Assumption of Liabilities......................................8
Section 2.02. Employment-Related Claims......................................8
Section 2.03. Amendment and Termination of Zimmer Plans......................9
Section 2.04. Service Credit.................................................9
Section 2.05. Continuity of Employment.......................................9
Section 2.06. Expatriates...................................................10
Section 2.07. Collective Bargaining Agreements..............................10
Section 2.08. Union Plans...................................................10
Section 2.09. International Retirement and Welfare Benefit Plans............10
ARTICLE III
U.S. PENSION AND SAVINGS PLANS
Section 3.01. U.S. Pension Plan.............................................11
Section 3.02. U.S. Savings Plans............................................12
Section 3.03. Non-Qualified Plans...........................................14
ARTICLE IV
HEALTH AND WELFARE PLANS
Section 4.01. Health and Welfare Plans Continuance..........................15
Section 4.02. Establishment of LTD VEBA.....................................16
Section 4.03. Establishment of Health and Welfare Plans.....................17
i
{PAGE}
Section 4.04. Liabilities under Health and Welfare Plans....................17
Section 4.05. Post-Retirement Medical and Life Insurance Obligations........18
Section 4.06. HCFA..........................................................18
Section 4.07. Health and Welfare Plan Subrogation Recovery..................19
Section 4.08. FMLA and Leave of Absences....................................19
ARTICLE V
EQUITY PLANS
Section 5.01. Establishment of Zimmer Stock Plans...........................19
Section 5.02. Bristol-Myers Squibb Options..................................19
Section 5.03. Bristol-Myers Squibb Stock Appreciation Rights................20
ARTICLE VI
FRINGE AND OTHER BENEFITS
Section 6.01. Retention Bonus Arrangements..................................21
Section 6.02. Annual Bonus..................................................21
Section 6.03. Vacation Pay/Paid Time Off....................................21
Section 6.04. Severance.....................................................21
Section 6.05. Relocation Benefits...........................................21
Section 6.06. Educational Assistance Program................................22
Section 6.07. Adoption Assistance Program...................................22
Section 6.08. Workers' Compensation.........................................22
Section 6.09. Other Agreements and Benefits.................................22
ARTICLE VII
INDEMNIFICATION
Section 7.01. Indemnification by Zimmer.....................................23
Section 7.02. Indemnification by Bristol-Myers Squibb.......................22
Section 7.03. Indemnification Procedures....................................23
ii
{PAGE}
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Effect if Distribution Does Not Occur.........................23
Section 8.02. Parties in Interest...........................................23
Section 8.03. Consent of Third Parties......................................23
Section 8.04. Further Assurances and Consents...............................24
Section 8.05. Non-Solicitation of Employees.................................24
Section 8.06. Sharing of Participant Information............................24
Section 8.07. Reporting and Disclosure and Communications to
Participants................................................24
Section 8.08. Beneficiary Designations......................................25
Section 8.09. Incorporation of the Contribution and Distribution
Agreement...................................................25
iii
{PAGE}
EMPLOYEE BENEFITS AGREEMENT
THIS EMPLOYEE BENEFITS AGREEMENT, dated as of [ ], 2001, is by
and between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation ("BRISTOL-MYERS
SQUIBB") and ZIMMER HOLDINGS, INC., a Delaware corporation ("ZIMMER").
Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in Article I hereof.
R E C I T A L S:
WHEREAS, the Board of Directors of Bristol-Myers Squibb has
determined that it is in the best interests of Bristol-Myers Squibb and its
stockholders to make a distribution to the holders of Bristol-Myers Squibb
Common Stock (as defined herein) of all of the shares of Zimmer Common Stock (as
defined herein) (the "Distribution"); and
WHEREAS, in furtherance of the foregoing, Bristol-Myers Squibb
and Zimmer have entered into a Contribution and Distribution Agreement, dated as
of ________________, 2001 (the "CONTRIBUTION AND DISTRIBUTION AGREEMENT").
NOW THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained in this Agreement, the parties, intending to
be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 DEFINITIONS. For purposes of this Agreement, the
following terms (other than the formal names of the Bristol-Myers Squibb Plans
(as defined below)) and not otherwise defined shall have the following meanings:
"ACQUIRED RIGHTS DIRECTIVE" means the European Council
Directive of February 14, 1977 on the Approximation of the Laws of the Member
States relating to the Safeguarding of Employee's Rights in the Event of
Transfers of Undertakings, Business or Parts of Businesses (77/187/EC) and its
subsequent transposition into local laws.
"ACTION" has the meaning given such term in the Contribution
and Distribution Agreement.
129408
|
Bristol-Myers
As referenced in this Employee Benefits Agreement:
BRISTOL-MYERS SQUIBB – 10.3
{SEQUENCE}7
{FILENAME}a2051756zex-10_3.txt
{DESCRIPTION}EXHIBIT 10.3
{TEXT}
{PAGE}
Exhibit 10.3
EMPLOYEE BENEFITS AGREEMENT
by and between
BRISTOL-MYERS SQUIBB COMPANY
and
ZIMMER HOLDINGS, INC.
Dated as of [ ], 2001
{PAGE}
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.................................................1
ARTICLE II
_____________
Bristol-Myers Squibb – 08. FMLA and Leave of Absences....................................19
ARTICLE V
EQUITY PLANS
Section 5.01. Establishment of Zimmer Stock Plans...........................19
Section 5.02. Bristol-Myers Squibb Options..................................19
Section 5.03. Bristol-Myers Squibb Stock Appreciation Rights................20
ARTICLE VI
FRINGE AND OTHER BENEFITS
Section 6.01. Retention Bonus
_____________
Bristol-Myers Squibb – V
EQUITY PLANS
Section 5.01. Establishment of Zimmer Stock Plans...........................19
Section 5.02. Bristol-Myers Squibb Options..................................19
Section 5.03. Bristol-Myers Squibb Stock Appreciation Rights................20
ARTICLE VI
FRINGE AND OTHER BENEFITS
Section 6.01. Retention Bonus Arrangements..................................21
Section 6.02. Annual Bonus..................................................21
_____________
Bristol-Myers Squibb. – Section 6.09. Other Agreements and Benefits.................................22
ARTICLE VII
INDEMNIFICATION
Section 7.01. Indemnification by Zimmer.....................................23
Section 7.02. Indemnification by Bristol-Myers Squibb. ......................22
Section 7.03. Indemnification Procedures....................................23
ii
{PAGE}
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Effect if Distribution Does Not Occur.........................23
_____________
BRISTOL-MYERS SQUIBB – the Contribution and Distribution
Agreement...................................................25
iii
{PAGE}
EMPLOYEE BENEFITS AGREEMENT
THIS EMPLOYEE BENEFITS AGREEMENT, dated as of [ ], 2001, is by
and between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation ("BRISTOL-MYERS
SQUIBB") and ZIMMER HOLDINGS, INC., a Delaware corporation ("ZIMMER").
Capitalized terms used herein and not otherwise defined
_____________
dt 90711
;
Zimmer Holdings
As referenced in this Employee Benefits Agreement:
ZIMMER HOLDINGS, INC – TYPE}EX-10.3
{SEQUENCE}7
{FILENAME}a2051756zex-10_3.txt
{DESCRIPTION}EXHIBIT 10.3
{TEXT}
{PAGE}
Exhibit 10.3
EMPLOYEE BENEFITS AGREEMENT
by and between
BRISTOL-MYERS SQUIBB COMPANY
and
ZIMMER HOLDINGS, INC .
Dated as of [ ], 2001
{PAGE}
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.................................................1
ARTICLE II
GENERAL PRINCIPALS
Section 2.01. Assumption of Liabilities......................................8
Section 2.
_____________
ZIMMER HOLDINGS, INC – Agreement...................................................25
iii
{PAGE}
EMPLOYEE BENEFITS AGREEMENT
THIS EMPLOYEE BENEFITS AGREEMENT, dated as of [ ], 2001, is by
and between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation ("BRISTOL-MYERS
SQUIBB") and ZIMMER HOLDINGS, INC ., a Delaware corporation ("ZIMMER").
Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in Article I hereof.
R E C I T
_____________
ZIMMER HOLDINGS, INC – this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the day and year first above written.
BRISTOL-MYERS SQUIBB COMPANY
BY:
-----------------------------------------
Name:
Title:
ZIMMER HOLDINGS, INC .
BY:
-----------------------------------------
Name:
Title:
25
{/TEXT}
{/DOCUMENT}
_____________
dt 1551582
;
|
USWA
As referenced in this Employee Benefits Agreement:
United
Steelworkers of America, – AGREEMENTS" means collectively, the
agreement dated May 16, 2000, between Snyder Laboratories, Inc. and the United
Steelworkers of America, AFL- CIO-CLC on behalf of Local 2737-15 and the
agreement dated March
_____________
United Steelworkers of
America – PLANS" means collectively, the Snyder Laboratories,
Inc. Union Employees' Pension Plan, the Medical Plan for United Steelworkers of
America Local #2737-15, and the Zimmer Patient Care - United Steelworkers of
America Local #2737-15
_____________
United Steelworkers of
America – Medical Plan for United Steelworkers of
America Local #2737-15, and the Zimmer Patient Care - United Steelworkers of
America Local #2737-15 Plan.
"WELFARE CLAIMS" means all claims for benefits under the
Health and
_____________
dt 84844
|
Preview
Full Doc
| 2003 |
Letter Agreement
Letter Agreement (4K)
Doc #169870: Click preview link for longer preview.
May 19, 2003
Mr. Parker Sroufe Executive Vice President, Marketing Helix BioMedix, Inc.
22122 20th Avenue SE
Bothell, Washington 98021
Dear Parker:
It is our pleasure to present you with this offer letter for stock options.
The purpose of this letter is to describe the stock options offered to you by
Helix Biomedix Inc. ("Helix") and your non-competition obligations, which we
discussed previously.
Helix offers you fifty thousand (50,000) qualified stock options at
$1.00/share that vest on May 31, 2003, and an additional fifty thousand (50,000)
qualified stock options at $1.00/share that vest on May 31, 2004. Except for the
vesting date, these stock options shall be subject to the terms and conditions
of the Helix Biomedix, Inc. 2000 Stock Option Plan, initially adopted November
6, 2000 and amended as of August 1, 2002 (a copy of which we have provided to
you).
169870
|
Helix BioMedix
As referenced in this Letter Agreement:
Helix BioMedix, – TYPE}EX-10.2
{SEQUENCE}4
{FILENAME}helix10qsbex102_5202003.txt
{DESCRIPTION}NONDISCLOSURE AGREEMENT
{TEXT}
May 19, 2003
Mr. Parker Sroufe Executive Vice President, Marketing Helix BioMedix, Inc.
22122 20th Avenue SE
Bothell, Washington 98021
Dear Parker:
It is our pleasure to present you with this offer letter for
_____________
Helix Biomedix – you with this offer letter for stock options.
The purpose of this letter is to describe the stock options offered to you by
Helix Biomedix Inc. ("Helix") and your non-competition obligations, which we
discussed previously.
Helix offers you fifty thousand (50,000) qualified stock options at
$1.
_____________
Helix Biomedix, – vest on May 31, 2004. Except for the
vesting date, these stock options shall be subject to the terms and conditions
of the Helix Biomedix, Inc. 2000 Stock Option Plan, initially adopted November
6, 2000 and amended as of August 1, 2002 (a copy of which we
_____________
dt 204849
;
| Parker Sroufe
|
Preview
Full Doc
| 2003 |
Restricted Stock Performance Award Agreement (Under the Stock Incentive Plan)
Restricted Stock Performance Award Agreement (Under the Stock Incentive Plan) (23K)
Doc #177649: Click preview link for longer preview.
RESTRICTED STOCK PERFORMANCE AWARD AGREEMENT
UNDER THE [YEAR] STOCK INCENTIVE PLAN
DATE:
NUMBER OF SHARES SUBJECT
TO TARGET AWARD:
[Name]
[address]
[address]
Under the terms and conditions of this Agreement and of the Company's
[year] Stock Incentive Plan (the "Plan"), a copy of which has been delivered to
you and is made a part hereof, the Company hereby awards to you restricted stock
units (the "Units") representing shares of the Company's Common Stock (the
"Common Stock") subject to the restrictions set forth in this Agreement in the
amount set forth above (the "Target Award"). Upon the satisfaction by the
Company of certain performance criteria as described in Paragraph 3 of this
Agreement, the Units will be converted into shares of the Company's Common Stock
subject to certain restrictions (the "Restricted Stock") or Common Stock, in
each case, on the terms and conditions set forth herein. Except as provided
herein, the terms used in this Agreement shall have the same meanings as in the
Plan.
1. Rights as Stockholders. Prior to the satisfaction of the performance
criteria, no shares of the Company's Common Stock represented by the Units will
be earmarked for you or your account nor shall you have any of the rights of a
stockholder with respect to such shares. Upon issuance of the shares of
Restricted Stock as of a Conversion Date (as defined herein) or Common Stock as
of a Determination Date (as defined herein), as the case may be, you will be the
owner of record of such shares and shall receive either (through book-entry
form) a credit to an account maintained on your behalf or a stock certificate
representing such shares of Common Stock and you shall be entitled to all of the
rights of a stockholder of the Company, including the right to vote and the
right to receive dividends, subject, in each case, to the provisions of
Paragraph 4 and, in the case of Restricted Stock, subject to the restrictions
set forth in paragraph 2 and the legend described in paragraph 7. If you receive
any additional shares by reason of being the holder of Restricted Stock under
this Agreement, all additional shares shall be subject to the provisions of this
Agreement and certificates (or book-entry accounts) evidencing ownership of the
additional shares thereon shall bear the legend.
2. Restricted Period. You may not sell, transfer, assign, pledge or
otherwise encumber or dispose of any Units granted hereunder prior to their
conversion to Restricted Stock or Common Stock. In addition, with respect to
shares of Restricted Stock which have been converted upon satisfaction of the
criteria set forth in Section 3(a) hereof, you may not sell, transfer, assign,
pledge, or otherwise encumber or dispose of any such shares of Restricted Stock
during the period (the "Restricted Period") from the date of this Agreement
through the last Conversion Date.
3. Conversion to Restricted Stock. (a) At meetings of the Committee to be
held within 60 days after the end of each of the current year and the two
immediately succeeding years or at such other time or times as the Committee in
its discretion deems appropriate, the Committee shall compare the EPS (as
defined below) for such year with the EPS Target (as defined below) for such
year (the date on which each such determination is made being referred to herein
as a "Conversion Date"). If, on the date of such meeting, the Committee
determines that, with respect to the preceding year:
177649
|
Wyeth
As referenced in this Restricted Stock Performance Award Agreement (Under the Stock Incentive Plan):
WYETH
–
{DOCUMENT}
{TYPE}EX-10.23
{SEQUENCE}8
{FILENAME}inirspa.txt
{DESCRIPTION}RSPA AGREEMENT (INITIAL AWARD)
{TEXT}
WYETH
RESTRICTED STOCK PERFORMANCE AWARD AGREEMENT
UNDER THE [YEAR] STOCK INCENTIVE PLAN
DATE:
NUMBER OF SHARES SUBJECT
TO TARGET AWARD:
[Name]
[address]
[address]
_____________
WYETH
– insofar as you are concerned, with such incorporation to be
deemed effective as of the effective date of such Rule 16b-3 provision.
WYETH
By:
Vice President and Treasurer
Accepted and agreed to:
Name (Please Print)
Social Security Number
Signature
Date of Birth
SCHEDULE A
ELECTION
_____________
Wyeth – such shares to the Restricted Stock Trust (with
any dividends thereon to be reinvested under BuyDIRECT, a direct purchase and
sale plan for Wyeth Common Stock).
See Note Below
I, , hereby make an election to receive a distribution of such number of shares
in the Restricted Stock
_____________
dt 91184
| |
Preview
Full Doc
| 2003 |
Restricted Stock Performance Award Agreement (Under the Stock Incentive Plan)
Restricted Stock Performance Award Agreement (Under the Stock Incentive Plan) (20K)
Doc #177650: Click preview link for longer preview.
RESTRICTED STOCK PERFORMANCE AWARD AGREEMENT
UNDER THE [YEAR] STOCK INCENTIVE PLAN
DATE:
NUMBER OF SHARES SUBJECT
TO TARGET AWARD:
Under the terms and conditions of this Agreement and of the Company's
[year] Stock Incentive Plan (the "Plan"), a copy of which has been delivered to
you and is made a part hereof, the Company hereby awards to you restricted stock
units (the "Units") representing shares of the Company's Common Stock (the
"Common Stock") subject to the restrictions set forth in this Agreement in the
amount set forth above (the "Target Award"). Upon the satisfaction by the
Company of certain performance criteria as described in Paragraph 3 of this
Agreement, the Units will be converted into shares of the Company's Common
Stock, on the terms and conditions set forth herein. Except as provided herein,
the terms used in this Agreement shall have the same meanings as in the Plan.
1. Rights as Stockholders. Prior to the satisfaction of the performance
criteria, no shares of the Company's Common Stock represented by the Units will
be earmarked for you or your account nor shall you have any of the rights of a
stockholder with respect to such shares. Upon issuance of the shares of Common
Stock as of the Conversion Date (as defined herein) or the Determination Date
(as defined herein), as the case may be, you will be the owner of record of such
shares and shall receive either (through book-entry form) a credit to an account
maintained on your behalf or a stock certificate representing such shares of
Common Stock and you shall be entitled to all of the rights of a stockholder of
the Company, including the right to vote and the right to receive dividends,
subject to the provisions of Paragraph 4.
2. Restricted Period. During the period (the "Restricted Period") from
the date of this Agreement through the Conversion Date (with respect to the
Units converted on such date) and the Determination Date (with respect to the
remaining Units, if any), you may not sell, transfer, assign, pledge, or
otherwise encumber or dispose of the Units granted hereunder.
177650
| |
Wyeth
As referenced in this Restricted Stock Performance Award Agreement (Under the Stock Incentive Plan):
WYETH
–
{DOCUMENT}
{TYPE}EX-10.24
{SEQUENCE}9
{FILENAME}rspa.txt
{DESCRIPTION}RSPA AGREEMENT (SUBSEQUENT AWARD)
{TEXT}
WYETH
RESTRICTED STOCK PERFORMANCE AWARD AGREEMENT
UNDER THE [YEAR] STOCK INCENTIVE PLAN
DATE:
NUMBER OF SHARES SUBJECT
TO TARGET AWARD:
Under the terms
_____________
WYETH
– insofar as you are concerned, with such incorporation to be
deemed effective as of the effective date of such Rule 16b-3 provision.
WYETH
By:
----------------------------------
Vice President and Treasurer
Accepted and agreed to:
Name (Please Print) Social Security Number
Signature Date of Birth
{PAGE}
SCHEDULE A
_____________
Wyeth – such shares to the Restricted Stock Trust
(with any dividends thereon to be reinvested under BuyDIRECT, a direct
purchase and sale plan for Wyeth Common Stock).
See Note Below
I, , hereby make an election to receive a distribution of such number of
shares in the Restricted Stock
_____________
dt 91185
|
Preview
Full Doc
| 2003 |
Standard Non-Plan Option Award Agreement
Standard Non-Plan Option Award Agreement (14K)
Doc #177785: Click preview link for longer preview.
THIS OPTION, AND ANY SECURITIES WHICH MAY BE ACQUIRED UPON THE EXERCISE OF THIS OPTION, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS AN EXEMPTION FROM THE REQUIREMENT OF SUCH REGISTRATION IS THEN AVAILABLE (AND, IF REASONABLY REQUESTED BY THE COMPANY, DEMONSTRATED BY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).
OPTION TO PURCHASE
(NUMBER) SHARES OF COMMON STOCK
PAR VALUE $0.01 PER SHARE
OF UNITED THERAPEUTICS CORPORATION
For value received, Title First Name Last Name, an individual residing in State (the Optionee), is entitled to subscribe for and purchase from United Therapeutics Corporation, a Delaware corporation (the Company), from (DATE) (the Option Award Date), Stock_Options shares (the Shares) of the Companys common stock, par value $0.01 per share (Common Stock), at a price equal to the closing price of the Common Stock on the NASDAQ market of Dollar_Value per share (the Exercise Price). The Shares issuable pursuant to this Option are subject to the vesting schedule set forth below. The Optionees right to purchase Shares pursuant to this Option shall terminate ten years from the Option Award Date.
This Option is subject to the following additional provisions, terms and conditions:
1. Vesting. This Option shall be fully vested in the Optionee on the Vesting Dates so long as Optionee remains fully employed with United Therapeutics or its subsidiaries.
The Option shall be an inducement option granted outside any equity incentive plan adopted by the Company. The Option shall be fully exercisable once vested, but in any event must be exercised not later than ten years from the Option Award Date.
Notwithstanding the foregoing, the Option shall become fully vested and immediately exercisable in full upon the earlier to occur of (i) the closing date of the sale of all or substantially all of the Companys assets, or (ii) the execution of a definitive agreement of any merger in which the Company is a party but not the surviving corporation and the stockholders of the Company own, immediately after such merger, less than 50% of the equity securities of the surviving corporation.
2. Exercise of Option.
a. Manner of Exercise. This Option may be exercised by the Optionee, in whole or in part, with written notice of exercise to the Company in the form provided at Attachment A hereto at the principal office of the Company (which, for the purposes of this Option, shall be deemed to be the Companys address for notice purposes as provided in Section 8 below) accompanied by payment (in cash, certified check or bank draft payable to the order of the Company) of the Exercise Price multiplied by the number of Shares for which this Option is being exercised.
b. When Exercise Effective. Each exercise of this Option shall be deemed to have been effected on the date on which the Optionee provides the Company with the deliveries contemplated by Section 2(a) above.
c. Delivery of Stock Certificates. Unless the Company has registered the Shares underlying Optionees Option on a Form S-8 or otherwise, the certificates representing the Shares upon any exercise of this Option shall bear the restrictive legend set forth in Section 9 below and shall be delivered to the Optionee promptly following such exercise. A new Option exercisable for the number of Shares, if any, with respect to which this Option shall not have been exercised shall also be delivered to the Optionee.
3. Shares Issuable Upon Exercise.
177785
|
UT
As referenced in this Standard Non-Plan Option Award Agreement:
UNITED THERAPEUTICS CORP – AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).
OPTION TO PURCHASE
(NUMBER) SHARES OF COMMON STOCK
PAR VALUE $0.01 PER SHARE
OF UNITED THERAPEUTICS CORP ORATION
For value received, Title First Name Last Name, an individual residing in State (the Optionee), is entitled to subscribe for and purchase
_____________
United Therapeutics Corp – For value received, Title First Name Last Name, an individual residing in State (the Optionee), is entitled to subscribe for and purchase from United Therapeutics Corp oration, a Delaware corporation (the Company), from (DATE) (the Option Award Date), Stock_Options shares (the Shares) of the Companys common stock, par value $
_____________
United Therapeutics Corp – in writing and given by personal delivery, certified or registered mail or air courier addressed as follows:
If to the Company:
Martine Rothblatt
United Therapeutics Corp oration
1110 Spring Street
Silver Spring, Maryland 20910
If to Optionee:
TitleFIrstNameLastName
or to such other address as the party to receive the
_____________
United Therapeutics Corp – hereof.
IN WITNESS WHEREOF, the Company has caused this Option to be signed and delivered by its duly authorized officer as of (DATE).
United Therapeutics Corp oration
a Delaware corporation
By:
Fred Hadeed, Chief Financial Officer
AWARDEE
(Signature)
(Printed Name/Address)
Attachment A
UNITED THERAPEUTICS CORPORATION
OPTION EXERCISE
NON-
_____________
UNITED THERAPEUTICS CORP – officer as of (DATE).
United Therapeutics Corporation
a Delaware corporation
By:
Fred Hadeed, Chief Financial Officer
AWARDEE
(Signature)
(Printed Name/Address)
Attachment A
UNITED THERAPEUTICS CORP ORATION
OPTION EXERCISE
NON-PLAN
(To be signed only upon an exercise of the Option)
United Therapeutics Corporation
1110 Spring Street, Silver Spring,
_____________
dt 130474
| |
Preview
Full Doc
| 2003 |
Note Issuance Agreement
Note Issuance Agreement (69K)
Doc #177831: Click preview link for longer preview.
ADVANCIS PHARMACEUTICAL CORPORATION
NOTE ISSUANCE AGREEMENT
THIS NOTE ISSUANCE AGREEMENT, dated March _28, 2003, (this
"AGREEMENT") is entered into by and among Advancis Pharmaceutical Corporation, a
Delaware corporation (the "CORPORATION"), Healthcare Ventures VI, L.P., as
Collateral Agent and the persons listed on Schedule 1 attached hereto (the
"LENDERS").
BACKGROUND
The Corporation desires to borrow from the Lenders the amount
of Five Million Dollars ($5,000,000) (the "LOAN"), which will be evidenced by
convertible secured promissory notes in substantially the form of Exhibit A
attached hereto (the "NOTES"). The Lenders are willing to provide the Loan to
the Corporation pursuant to the terms and conditions specifically set forth
hereinafter.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto, intending to be legally bound,
hereby agree as follows:
SECTION 1. The Loan.
1.1 Closing. The closing of the Loan (the "CLOSING")
shall take place at the offices of Pepper Hamilton LLP, 400 Berwyn Park, 899
Cassatt Road, Berwyn, Pennsylvania 19312-1183 at 10:00 am., at such place and at
such time and date as is agreed to by the Corporation and the Lenders.
1.2 Notes. At the Closing, the Corporation shall deliver
to each Lender a Note in such Lender's name in the principal amount set forth
opposite such Lender's name on Schedule 1.
1.3 Pari Passu Notes. Lenders and the Corporation
acknowledge and agree that the right of payment of all or any portion of the
outstanding principal amount of each of the Notes and all interest thereon shall
be pari passu in right of payment and in all other respects to all of the other
Notes. In the event a Lender receives payments in excess of its pro rata share
of the Corporation's payments to all of the Lenders, then such Lender shall hold
in trust all such excess payments for the benefit of the other Lenders and shall
pay such amounts held in trust to such other Lenders upon demand by such
Lenders.
SECTION 2. Representations and Warranties of the Corporation to the
Lenders. The Corporation hereby represents and warrants to the Lenders that,
except as set forth in the Schedule of Exceptions attached hereto as Exhibit B
(the "SCHEDULE"):
{PAGE}
2.1 Bringdown of Series D Representations and Warranties.
The representations and warranties made by the Corporation in the Series D
Convertible Preferred Stock Purchase Agreement dated as of October 25, 2001
among the Corporation and the investors thereunder (as amended, the "SERIES D
PURCHASE AGREEMENT"), as such representations and warranties are updated and/or
excepted in Section 2.1 of the Schedule, are true and complete as though made on
the date of this Agreement; provided, however, that the Corporation makes no
representation and warranty in this Agreement in regards to Sections 5.3, 5.4,
5.5 and 5.7 of the Series D Purchase Agreement.
2.2 Authorization of this Agreement, the Notes and IP
Security Agreement. The execution, delivery and performance by the Corporation
of this Agreement, the Notes, the IP Security Agreement and the consummation of
the transactions contemplated hereby and thereby have been duly authorized by
all requisite action on the part of the Corporation. Each of this Agreement, the
Notes and the IP Security Agreement has been duly executed and delivered by the
Corporation and constitutes a valid and binding obligation of the Corporation,
enforceable in accordance with its respective terms. The execution, delivery and
performance of this Agreement, the Notes, and the IP Security Agreement and the
compliance with the provisions hereof and thereof by the Corporation, will not:
(a) materially violate any provision of law, statute,
ordinance, rule or regulation or any ruling, writ, injunction, order, judgment
or decree of any court, administrative agency or other governmental body;
(b) conflict with or result in any breach of any of
the terms, conditions or provisions of, or constitute (with due notice or lapse
of time, or both) a default (or give rise to any right of termination,
cancellation or acceleration) under (i) any agreement, document, instrument,
contract, understanding, arrangement, note, indenture, mortgage or lease to
which the Corporation is a party or under which the Corporation or any of its
assets is bound or affected, (ii) the Corporation's Certificate of Incorporation
as currently in effect, or (iii) the Corporation's Bylaws as currently in
effect; or
(c) result in the creation of any lien, security
interest, charge or encumbrance upon any of the properties or assets of the
Corporation, except as contemplated by this Agreement, the Notes, and the IP
Security Agreement.
2.3 Consents and Approvals. No authorization, consent,
approval or other order of, or declaration to or filing with, any governmental
agency or body (other than filings required to be made under applicable federal
and state securities laws) or any other person, entity or association is
required for: (a) the valid authorization, execution, delivery and performance
by the Corporation of this Agreement, the Notes and the IP Security Agreement;
or (b) the valid authorization, issuance, sale and delivery of the Notes. The
Corporation has obtained all other consents that are necessary to permit the
consummation of the transactions contemplated hereby and thereby.
2.4 Securities Laws. Based in part on the representations
and warranties of the Lenders set forth in Section 3, neither the Corporation
nor anyone acting on its behalf has offered securities of the Corporation for
sale to, or solicited any offers to buy the same from, or sold
177831
|
 Pepper Hamilton
As referenced in this Note Issuance Agreement:
Pepper Hamilton – Closing. The closing of the Loan (the "CLOSING")
shall take place at the offices of Pepper Hamilton LLP, 400 Berwyn Park, 899
Cassatt Road, Berwyn, Pennsylvania 19312-1183 at 10:00
Pepper Hamilton – 3251
(b) if to Lenders, as set forth on Schedule 1
with a copy to:
Pepper Hamilton LLP
400 Berwyn Park
899 Cassatt Road
Berwyn, Pennsylvania 19312
-17-
{PAGE}
Attention: Jeffrey
dt 32997
;
|
Piper Rudnick
As referenced in this Note Issuance Agreement:
Piper Rudnick – shall be satisfactory to each Lender's counsel, and the Lenders
shall have received from Piper Rudnick LLP, counsel for the
-15-
{PAGE}
Corporation, such firm's opinion addressed to the
Piper Rudnick – M. Rudnic, Ph.D.,
President and CEO
Telecopier: (240) 683-9853
with a copy to:
Piper Rudnick LLP
6225 Smith Avenue
Baltimore, Maryland 21209-3600
Attention: Howard S. Schwartz, Esquire
Telecopier: (
dt 33228
;
Healthcare Ventures VI, L.P.
|
Preview
Full Doc
| 2003 |
Adoption Agreement
Adoption Agreement (431K)
Doc #185583: Click preview link for longer preview.
ADOPTION AGREEMENT #005
NONSTANDARDIZED 401(k) PROFIT SHARING PLAN
Copyright 2001 CPI Qualified Plan Consultants, Inc.
The undersigned, Hollis-Eden Pharmaceuticals, Inc. (Employer), by executing this Adoption Agreement, elects to establish a retirement plan and trust (Plan) under the CPI Qualified Plan Consultants, Inc. Defined Contribution Prototype Plan and Trust (basic plan document # 01). The Employer, subject to the Employers Adoption Agreement elections, adopts fully the Prototype Plan and Trust provisions. This Adoption Agreement, the basic plan document and any attached appendices or addenda, constitute the Employers entire plan and trust document. All section references within this Adoption Agreement are Adoption Agreement section references unless the Adoption Agreement or the context indicate otherwise. All article references are basic plan document and Adoption Agreement references as applicable. Numbers in parenthesis which follow headings are references to basic plan document sections. The Employer makes the following elections granted under the corresponding provisions of the basic plan document.
ARTICLE I
DEFINITIONS
1. PLAN (1.21). The name of the Plan as adopted by the Employer is Hollis-Eden Pharmaceuticals, Inc. 401(k) Plan .
2. TRUSTEE (1.33). The Trustee executing this Adoption Agreement is: (Choose one of (a), (b) or (c))
x(a) A discretionary Trustee. See Plan Section 10.03[A].
[n/a]
(b) A nondiscretionary Trustee. See Plan Section 10.03[B].
[n/a]
(c) A Trustee under a separate trust agreement. See Plan Section 10.03[G].
3. EMPLOYEE (1.11). The following Employees are not eligible to participate in the Plan: (Choose (a) or one or more of (b) through (g) as applicable)
[n/a]
(a) No exclusions.
[n/a]
(b) Collective bargaining Employees.
x(c) Nonresident aliens.
x(d) Leased Employees.
x(e) Reclassified Employees.
[n/a]
(f) Classifications: .
[n/a]
(g) Exclusions by types of contributions. The following classification(s) of Employees are not eligible for the specified contributions:
Employee classification:
Contribution type:
4. COMPENSATION (1.07). The Employer makes the following election(s) regarding the definition of Compensation for purposes of the contribution allocation formula under Article III: (Choose one of (a), (b) or (c))
x(a) W-2 wages increased by Elective Contributions.
[n/a]
(b) Code 3401(a) federal income tax withholding wages increased by Elective Contributions.
[n/a]
(c) 415 compensation.
1
[Note: Each of the Compensation definitions in (a), (b) and (c) includes Elective Contributions. See Plan Section 1.07(D). To exclude Elective Contributions, the Employer must elect (g).]
Compensation taken into account. For the Plan Year in which an Employee first becomes a Participant, the Plan Administrator will determine the allocation of Employer contributions (excluding deferral contributions) by taking into account: (Choose one of (d) or (e))
[n/a]
(d) Plan Year. The Employees Compensation for the entire Plan Year.
x(e) Compensation while a Participant. The Employees Compensation only for the portion of the Plan Year in which the Employee actually is a Participant.
Modifications to Compensation definition. The Employer elects to modify the Compensation definition elected in (a), (b) or (c) as follows. (Choose one or more of (f) through (n) as applicable. If the Employer elects to allocate its nonelective contribution under Plan Section 3.04 using permitted disparity, (i), (j), (k) and (l) do not apply):
x(f) Fringe benefits. The Plan excludes all reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits.
[n/a]
(g) Elective Contributions. The Plan excludes a Participants Elective Contributions. See Plan Section 1.07(D).
[n/a]
(h) Exclusion. The Plan excludes Compensation in excess of: .
[n/a]
(i) Bonuses. The Plan excludes bonuses.
[n/a]
(j) Overtime. The Plan excludes overtime.
[n/a]
(k) Commissions. The Plan excludes commissions.
[n/a]
(l) Nonelective contributions. The following modifications apply to the definition of Compensation for nonelective contributions: .
[n/a]
(m) Deferral contributions. The following modifications apply to the definition of Compensation for deferral contributions: .
x(n) Matching contributions. The following modifications apply to the definition of Compensation for matching contributions: Compensation earned while making salary deferral contributions.
5. PLAN YEAR/LIMITATION YEAR (1.24). Plan Year and Limitation Year mean the 12-consecutive month period (except for a short Plan Year) ending every: (Choose (a) or (b). Choose (c) if applicable)
x(a) December 31.
[n/a]
(b) Other: .
[n/a]
(c) Short Plan Year: commencing on: and ending on: .
6. EFFECTIVE DATE (1.10). The Employers adoption of the Plan is a: (Choose one of (a) or (b))
[n/a]
(a) New Plan. The Effective Date of the Plan is: .
x(b) Restated Plan. The restated Effective Date is: January 1, 1999.
This Plan is an amendment and restatement of an existing retirement plan(s) originally established effective as of: January 1, 1999 for the 401(k) Plan; January 1, 1999 for the Profit Sharing Plan. The Hollis-Eden Pharmaceuticals, Inc. Discretionary Contributions Plan merged into the Hollis-Eden Pharmaceuticals, Inc. 401(k) Plan effective July 1, 2003.
7. HOUR OF SERVICE/ELAPSED TIME METHOD (1.15). The crediting method for Hours of Service is: (Choose one or more of (a) through (d) as applicable)
x(a) Actual Method. See Plan Section 1.15(B).
[n/a]
(b) Equivalency Method. The Equivalency Method is: . [Note: Insert daily, weekly, semi-monthly payroll periods or monthly.] See Plan Section 1.15(C).
185583
|
Hollis-Eden
As referenced in this Adoption Agreement:
Hollis-Eden Pharmaceuticals, – K) PLAN
Exhibit 10.1
ADOPTION AGREEMENT #005
NONSTANDARDIZED 401(k) PROFIT SHARING PLAN
Copyright 2001 CPI Qualified Plan Consultants, Inc.
The undersigned, Hollis-Eden Pharmaceuticals, Inc. (Employer), by executing this Adoption Agreement, elects to establish a retirement plan and trust (Plan) under the CPI Qualified Plan Consultants,
_____________
Hollis-Eden Pharmaceuticals, – of the basic plan document.
ARTICLE I
DEFINITIONS
1. PLAN (1.21). The name of the Plan as adopted by the Employer is Hollis-Eden Pharmaceuticals, Inc. 401(k) Plan .
2. TRUSTEE (1.33). The Trustee executing this Adoption Agreement is: (Choose one of (a), (b) or (c))
_____________
Hollis-Eden Pharmaceuticals, – s) originally established effective as of: January 1, 1999 for the 401(k) Plan; January 1, 1999 for the Profit Sharing Plan. The Hollis-Eden Pharmaceuticals, Inc. Discretionary Contributions Plan merged into the Hollis-Eden Pharmaceuticals, Inc. 401(k) Plan effective July 1, 2003.
7. HOUR OF SERVICE/
_____________
Hollis-Eden Pharmaceuticals, – the 401(k) Plan; January 1, 1999 for the Profit Sharing Plan. The Hollis-Eden Pharmaceuticals, Inc. Discretionary Contributions Plan merged into the Hollis-Eden Pharmaceuticals, Inc. 401(k) Plan effective July 1, 2003.
7. HOUR OF SERVICE/ELAPSED TIME METHOD (1.15). The crediting method for Hours
_____________
Hollis-Eden Pharmaceuticals, – has executed this Adoption Agreement, and the Trustee (and Custodian, if applicable) has signified its acceptance, on July 7, 2003.
Name of Employer:
Hollis-Eden Pharmaceuticals, Inc.
Employers EIN:
13-3697002
Signed:
/s/ Richard Hollis
Richard Hollis, President
Name(s) of Trustee:
Daniel Burgess
Robert Weber
Trust EIN (
_____________
dt 205614
;
CPI Qualified Plan Consultants, Inc.;
| Hollis Eden Pharmaceuticals Inc.
|
Preview
Full Doc
| 2000 |
Phantom Share Agreement
Phantom Share Agreement (37K)
Doc #223325: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.8
{SEQUENCE}9
{FILENAME}y42526ex10-8.txt
{DESCRIPTION}PHANTOM SHARE AGREEMENT
{TEXT}
{PAGE} 1
Exhibit 10.8
PHANTOM SHARE AGREEMENT
PHANTOM SHARE AGREEMENT by and among Monsanto Company, a Delaware
corporation (the "Company"), Pharmacia Corporation, a Delaware corporation
formerly known as Monsanto Company ("Pharmacia"), which is the sole shareholder
of the Company, and Hendrick A. Verfaillie (the "Executive"), dated as of the
1st day of September, 2000.
WHEREAS, the Executive is an executive employee of Pharmacia; and
WHEREAS, Pharmacia and the Executive are parties to an Employment
Agreement dated as of April 25, 1997 (the "Current Employment Agreement"); and
WHEREAS, in connection with the separation of the agricultural
and pharmaceutical businesses of Pharmacia and its subsidiaries, the Executive
has agreed to become an employee of the Company; and
WHEREAS, in that connection, the Company, Pharmacia and the
Executive wish to replace the Current Employment Agreement with the new
arrangement provided for in this Phantom Share Agreement;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Effect on Current Employment Agreement. (a) Effective as of
the date of the initial public offering of the Shares (the "Effective Date"),
the Current Employment Agreement shall be null and void and of no further force
or effect. If the initial public offering of the Shares does not occur on or
before March 31, 2001, or if the Company publicly announces before that date
that it is no longer contemplating making an initial public offering of the
Shares, then this Agreement shall be null and void and of no further force or
effect, and the Current Employment Agreement shall remain in effect.
(b) Effective no later than the Effective Date, the Executive
shall become the Chief Executive Officer of the Company and shall have the
authority, duties and responsibilities set forth in Exhibit A to this Agreement
and the By-Laws of the Company.
2. Grant of Phantom Shares. Effective as of the Effective Date,
the Company shall establish a bookkeeping account for the Executive (the
"Account"), to which it shall from time to time credit hypothetical shares (the
"Phantom Shares") of the common stock of the Company (the "Shares"). The initial
number of Phantom Shares (which may include a fraction) credited to the Account
shall equal the number of shares and fractions thereof determined by dividing
(x) $7,231,000 (the "Initial Value") by (y) the initial public offering price of
the Shares.
{PAGE} 2
3. Adjustments to Account. Whenever a dividend or distribution is
declared with respect to the common stock of the Company with a record date
after the Effective Date and at a time when Phantom Shares remain in the
Account, an additional number of Phantom Shares shall be credited to the Account
equal to the number of shares and having a Share Value as of the payment date
for such dividend or distribution equal to the fair market value (as determined
by the Committee) of such dividend. In the event of any change in corporate
capitalization such as a stock split, any corporate transaction such as a
merger, consolidation, separation, spin-off, or other distribution of stock or
property of the Company, any reorganization (whether or not such reorganization
comes within the definition of reorganization in Section 368 of the Code), or
any partial or complete liquidation of the Company, then notwithstanding any
other provision of this Agreement, the Committee shall make such substitution or
adjustments in the aggregate number and kind of shares represented by the
Phantom Shares, if any, as it may determine to be appropriate or necessary to
preserve the value thereof.
4. Vesting, Forfeiture and Payment of Account. (a) Performance
Goal. As soon as reasonably practicable after December 31, 2001, the Committee
shall determine and certify whether or not the Performance Goal has been met,
and if it has not been met, then the Executive shall forfeit all rights to the
Account unless it has previously vested and been paid as provided below in this
Section 4.
(b) Vesting On October 1, 2002. If the Executive remains an
employee of the Company or any member of the Affiliated Group that includes the
Company as of October 1, 2002, and the Committee has certified that the
Performance Goal has been met, then the balance in the Account shall vest as of
October 1, 2002.
(c) Termination of Employment.
(i) The balance in the Account shall vest as of the date
of the termination of the Executive's employment with the Company and the other
members of the Affiliated Group that includes the Company, if such termination
is the result of the Executive's death, Disability, Termination without Cause or
Termination for Good Reason, and
(A) such termination occurs before December 31, 2001; or
(B) such termination occurs on or after December 31, 2001
but before October 1, 2002, and the Committee certifies
that the Performance Goal has been met.
(ii) The balance in the Account shall not vest if the
termination of the Executive's employment with the Company and the other members
of the Affiliated Group that includes the Company,
-2-
{PAGE} 3
(A) occurs before December 31, 2001 for any other reason
than death, Disability, Termination without Cause, or
Termination for Good Reason; or
(B) occurs on or after December 31, 2001 but before
October 1, 2002, and the Committee fails to certify that
the Performance Goal has been met,
and then in either case the Executive shall forfeit all rights to the Account
unless it has previously vested and been paid as provided below in this Section
4.
(d) Change of Control. If there occurs a Monsanto Change of
Control before December 31, 2001 and the Executive remains an employee of the
Company or any member of the Affiliated Group that includes the Company as of
the date of the Monsanto Change of Control, the balance in the Account shall
vest on the date of the Monsanto Change of Control. If there occurs a Pharmacia
Change of Control before December 31, 2001 followed by a Second Trigger, and the
Executive remains an employee of the Company or any member of the Affiliated
Group that includes the Company as of the date of the Second Trigger, the
balance in the Account shall vest on the date of the Second Trigger.
(e) Payment of Account. Whenever the balance in the Account vests
as provided above, the Company shall pay to the Executive, in a single lump sum
cash payment, an amount equal to the number of Phantom Shares credited to the
Account times the Share Value, each determined as of the date of vesting;
provided, that if the Account has vested pursuant to Section 4(c), the amount of
such payment shall in no event be less than the Initial Value. Such payment
shall be made as soon as reasonably practicable, but in any event within 30
days, after the last to occur of (i) the date on which such vesting occurs, (ii)
the date on which the Committee certifies that the Performance Goal has been
met, if such certification is a condition to such vesting, and (iii) the date on
which the Company obtains the shareholder approval required by Section 5, unless
such vesting occurs as a result of a Change of Control before the First Annual
Meeting.
223325
|
Monsanto
As referenced in this Phantom Share Agreement:
Monsanto – TEXT}
{PAGE} 1
Exhibit 10.8
PHANTOM SHARE AGREEMENT
PHANTOM SHARE AGREEMENT by and among Monsanto Company, a Delaware
corporation (the "Company"), Pharmacia Corporation, a Delaware corporation
formerly known as Monsanto
Monsanto – Monsanto Company, a Delaware
corporation (the "Company"), Pharmacia Corporation, a Delaware corporation
formerly known as Monsanto Company ("Pharmacia"), which is the sole shareholder
of the Company, and Hendrick A. Verfaillie (the "
Monsanto – as provided below in this Section
4.
(d) Change of Control. If there occurs a Monsanto Change of
Control before December 31, 2001 and the Executive remains an employee of the
Monsanto – member of the Affiliated Group that includes the Company as of
the date of the Monsanto Change of Control, the balance in the Account shall
vest on the date of the
Monsanto – Change of Control, the balance in the Account shall
vest on the date of the Monsanto Change of Control. If there occurs a Pharmacia
Change of Control before December 31, 2001
dt 21921
;
Pharmacia
As referenced in this Phantom Share Agreement:
pharmacia corp – SHARE AGREEMENT
PHANTOM SHARE AGREEMENT by and among Monsanto Company, a Delaware
corporation (the "Company"), Pharmacia Corp oration, a Delaware corporation
formerly known as Monsanto Company ("Pharmacia"), which is the sole shareholder
pharmacia corp – written.
--------------------------------------
Hendrick A. Verfaillie
MONSANTO COMPANY
By
-----------------------------------
John M. Murabito,
Senior Vice President-Human Resources
PHARMACIA CORP ORATION
By
-----------------------------------
Paul L. Matson,
Senior Vice President-Human Resources
-13-
{PAGE} 14
EXHIBIT A
dt 20142
;
| Hendrick A. Verfaillie
|
Preview
Full Doc
| 2004 |
Employee Benefits Agreement
Employee Benefits Agreement (98K)
Doc #240918: Click preview link for longer preview.
EMPLOYEE BENEFITS AGREEMENT
BY AND AMONG
ABBOTT LABORATORIES,
TAP PHARMACEUTICAL PRODUCTS INC.
AND
HOSPIRA, INC.
DATED
________, 2004
1
{Page}
TABLE OF CONTENTS
{Table}
{Caption}
Page
----
{S} {C}
Article 1 Definitions...............................................................4
Article 2 General Principles........................................................9
2.1 Allocation of Liabilities................................................9
2.2 Employment with Hospira.................................................11
2.3 Establishment of Hospira Plans..........................................13
2.4 Restrictions on Employment..............................................14
2.5 Post-Distribution Transferred Employees and Hospira Requested
Employees..........................................................14
Article 3 Collective Bargaining Agreements and Union Matters.......................15
Article 4 U.S. Qualified and Non-Qualified Retirement Plans........................15
4.1 Annuity Retirement Plan.................................................15
4.2 Stock Retirement Plan...................................................18
4.3 Faultless Rubber Plan...................................................20
4.4 Ashland 401(k) Plan.....................................................20
4.5 Supplemental Pension Plan...............................................21
4.6 Abbott Supplemental 401(k) Plan.........................................22
Article 5 Non-U.S. Retirement Plans................................................22
5.1 Canadian Pension Plan...................................................22
5.2 Irish Pension Plans.....................................................23
5.3 Overseas Managers' Pension Plan.........................................23
5.4 Other Non-U.S. Retirement Plans.........................................24
Article 6 Welfare and Fringe Benefit Plans.........................................24
6.1 Severance Compensation and Benefits.....................................24
6.2 Retiree Medical And Life Insurance Coverage.............................25
6.3 VEBAs ..................................................................26
6.4 COBRA ..................................................................26
6.5 Matching Grant and Combined Appeal Programs.............................26
Article 7 Equity and Executive Compensation Programs...............................27
7.1 Equity Incentive Programs...............................................27
7.2 Discontinued Participation in ESPP......................................28
{/Table}
2
{Page}
{Table}
{S} {C}
7.3 Deferred Compensation Plan..............................................29
7.4 Grantor Trusts..........................................................29
7.5 Cash Profit Sharing.....................................................30
7.6 Other Incentive Programs................................................30
Article 8 Miscellaneous............................................................31
8.1 Transfer of Records and Information ....................................31
8.2 Preservation of Rights to Amend or Terminate Plans......................31
8.3 Transition Services.....................................................32
8.4 Reimbursement...........................................................32
8.5 Clara Abbott Foundation.................................................32
8.6 Incorporation By Reference..............................................32
8.7 Limitation on Enforcement...............................................32
8.8 Assignability...........................................................32
8.9 Further Assurances and Consents.........................................33
8.10 Third Party Consent.....................................................33
8.11 Effect if Distribution Does not Occur...................................33
8.12 Disputes................................................................34
8.13 Schedules...............................................................34
8.14 Mutual Drafting.........................................................34
{/Table}
3
{Page}
EMPLOYEE BENEFITS AGREEMENT
This Employee Benefits Agreement (this "Agreement") is made as of
_____, 2004 by and among Abbott Laboratories ("Abbott"), Hospira, Inc.
("Hospira") and, solely for purposes of Sections 2.4, 8.7, and 8.8, TAP
Pharmaceutical Products Inc. ("TAP").
BACKGROUND
Abbott and Hospira have entered into the Separation and Distribution
Agreement (as defined herein) pursuant to which Abbott shall spin-off the
Hospira Business (as defined herein). Abbott shall accomplish this spin-off by
distributing all of the common stock of Hospira to the shareholders of Abbott as
a dividend after Abbott contributes to Hospira the assets primarily associated
with the Hospira Business and after Hospira assumes the liabilities primarily
associated with the Hospira Business, all in accordance with the Separation and
Distribution Agreement and agreements related thereto, including this Agreement.
After the Distribution (as defined herein), Abbott and Hospira shall be separate
and independent corporations.
The employees of the Hospira Business are currently employed by the Abbott
Group (as defined herein). The employees of the Hospira Business are expected to
become employees of the Hospira Group (as defined herein) on or prior to the
Distribution Date or with respect to certain employees outside of the United
States, after the Distribution Date. This Agreement describes the employment and
the employee benefit plan arrangements that shall apply to Transferred Employees
(as defined herein). Additional information relating to agreements of Abbott and
Hospira with respect to Transferred Employees are included in the Transition
Services Agreements.
AGREEMENT
ARTICLE 1
DEFINITIONS
The following capitalized terms as used in this Agreement shall have the
meaning set forth below unless otherwise specified herein:
(a) "Abbott" shall have the meaning given it in the first
sentence of this Agreement.
(b) "Abbott ARP" shall mean the Abbott Laboratories Annuity
Retirement Plan.
(c) "Abbott Benefit Plan" shall mean each Benefit Plan
established, maintained, or contributed to by the Abbott Group for the benefit
of Transferred Employees.
4
{Page}
(d) "Abbott Compensation Committee" shall mean the
compensation committee of the board of directors of Abbott.
(e) "Abbott DCP" shall mean the Abbott Laboratories Deferred
Compensation Plan.
(f) "Abbott ESPP" shall mean the Abbott Laboratories
Affiliate Employee Stock Purchase Plan and any sub-plan established thereunder
in accordance with the laws of any non-U.S. jurisdiction.
(g) "Abbott Group" shall mean Abbott and its Subsidiaries
(excluding any member of the Hospira Group after the Distribution) or, where the
context requires, a company within the Abbott Group.
(h) "Abbott KSP" shall mean the Abbott Laboratories 401(k)
Supplemental Plan.
(i) "Abbott OMPP" shall mean the Overseas Managers' Pension
Plan of Abbott Laboratories.
(j) "Abbott Option" shall mean an option to purchase one or
more Abbott common shares granted under the Abbott Stock Programs.
(k) "Abbott Retained Employee" shall mean any employee other
than (i) a Transferred Employee or (ii) a Hospira Requested Employee.
(l) "Abbott Retiree Life Plan" shall mean the Abbott
Laboratories Retiree Life Plan.
(m) "Abbott Retiree Medical Plan" shall mean the Abbott
Laboratories Retiree Health Care Plan.
(n) "Abbott SRP" shall mean the Abbott Laboratories Stock
Retirement Plan (Part A).
(o) "Abbott Stock Programs" shall mean, collectively, the
Abbott Laboratories 1996 Incentive Stock Program, the Abbott Laboratories 1991
Incentive Stock Program, and any sub-plan established under those programs in
accordance with the laws of any non-U.S. jurisdiction.
(p) "Abbott Supplemental ARP" shall mean the Abbott
Laboratories Supplemental Pension Plan.
(q) "Abbott VEBAs" shall mean, collectively, the Abbott
Laboratories Employee Benefit Trust, the Abbott Laboratories Health Care Trust,
and the Abbott Laboratories Employees Insurance Trust.
240918
|
Abbott Labs
As referenced in this Employee Benefits Agreement:
ABBOTT LABORATORIES, – 10.3
{SEQUENCE}6
{FILENAME}a2130501zex-10_3.txt
{DESCRIPTION}EX-10.3
{TEXT}
{Page}
Exhibit 10.3
EMPLOYEE BENEFITS AGREEMENT
BY AND AMONG
ABBOTT LABORATORIES,
TAP PHARMACEUTICAL PRODUCTS INC.
AND
HOSPIRA, INC.
DATED
________, 2004
1
{Page}
TABLE OF CONTENTS
{Table}
{Caption}
Page
----
{S} {C}
Article 1
_____________
Abbott Laboratories – Drafting.........................................................34
{/Table}
3
{Page}
EMPLOYEE BENEFITS AGREEMENT
This Employee Benefits Agreement (this "Agreement") is made as of
_____, 2004 by and among Abbott Laboratories ("Abbott"), Hospira, Inc.
("Hospira") and, solely for purposes of Sections 2.4, 8.7, and 8.8, TAP
Pharmaceutical Products Inc. ("TAP").
_____________
Abbott Laboratories – specified herein:
(a) "Abbott" shall have the meaning given it in the first
sentence of this Agreement.
(b) "Abbott ARP" shall mean the Abbott Laboratories Annuity
Retirement Plan.
(c) "Abbott Benefit Plan" shall mean each Benefit Plan
established, maintained, or contributed to by the Abbott Group for the
_____________
Abbott Laboratories – Page}
(d) "Abbott Compensation Committee" shall mean the
compensation committee of the board of directors of Abbott.
(e) "Abbott DCP" shall mean the Abbott Laboratories Deferred
Compensation Plan.
(f) "Abbott ESPP" shall mean the Abbott Laboratories
Affiliate Employee Stock Purchase Plan and any sub-plan established thereunder
in
_____________
Abbott Laboratories
– the board of directors of Abbott.
(e) "Abbott DCP" shall mean the Abbott Laboratories Deferred
Compensation Plan.
(f) "Abbott ESPP" shall mean the Abbott Laboratories
Affiliate Employee Stock Purchase Plan and any sub-plan established thereunder
in accordance with the laws of any non-U.S. jurisdiction.
(
_____________
dt 90564
;
Hospira
As referenced in this Employee Benefits Agreement:
HOSPIRA, – txt
{DESCRIPTION}EX-10.3
{TEXT}
{Page}
Exhibit 10.3
EMPLOYEE BENEFITS AGREEMENT
BY AND AMONG
ABBOTT LABORATORIES,
TAP PHARMACEUTICAL PRODUCTS INC.
AND
HOSPIRA, INC.
DATED
________, 2004
1
{Page}
TABLE OF CONTENTS
{Table}
{Caption}
Page
----
{S} {C}
Article 1 Definitions...............................................................4
Article 2 General Principles........................................................
_____________
Hospira. – Caption}
Page
----
{S} {C}
Article 1 Definitions...............................................................4
Article 2 General Principles........................................................9
2.1 Allocation of Liabilities................................................9
2.2 Employment with Hospira. ................................................11
2.3 Establishment of Hospira Plans..........................................13
2.4 Restrictions on Employment..............................................14
2.5 Post-Distribution Transferred Employees and Hospira
_____________
Hospira – Definitions...............................................................4
Article 2 General Principles........................................................9
2.1 Allocation of Liabilities................................................9
2.2 Employment with Hospira.................................................11
2.3 Establishment of Hospira Plans..........................................13
2.4 Restrictions on Employment..............................................14
2.5 Post-Distribution Transferred Employees and Hospira Requested
Employees..........................................................14
Article 3 Collective Bargaining
_____________
Hospira – with Hospira.................................................11
2.3 Establishment of Hospira Plans..........................................13
2.4 Restrictions on Employment..............................................14
2.5 Post-Distribution Transferred Employees and Hospira Requested
Employees..........................................................14
Article 3 Collective Bargaining Agreements and Union Matters.......................15
Article 4 U.S. Qualified and Non-Qualified Retirement Plans........................15
_____________
Hospira, – 3
{Page}
EMPLOYEE BENEFITS AGREEMENT
This Employee Benefits Agreement (this "Agreement") is made as of
_____, 2004 by and among Abbott Laboratories ("Abbott"), Hospira, Inc.
("Hospira") and, solely for purposes of Sections 2.4, 8.7, and 8.8, TAP
Pharmaceutical Products Inc. ("TAP").
BACKGROUND
Abbott
_____________
dt 205617
;
| Tap Pharmaceutical Products Inc.
|
Preview
Full Doc
| 2001 |
Restricted Stock Agreement
Restricted Stock Agreement (25K)
Doc #277760: Click preview link for longer preview.
RESTRICTED STOCK AGREEMENT
UNDER THE INVERNESS MEDICAL INNOVATIONS, INC.
2001 STOCK OPTION AND INCENTIVE PLAN
NAME OF GRANTEE: Ron Zwanziger (the "GRANTEE")
NO. OF SHARES: 152.741423722644 Shares of Common Stock
GRANT DATE: August 15, 2001
PER SHARE PURCHASE PRICE: $69,827.70993 (the "PER SHARE PURCHASE PRICE")
Pursuant to the Inverness Medical Innovations, Inc. 2001 Stock Option and
Incentive Plan (the "PLAN"), Inverness Medical . . .
277760
|
Inverness
As referenced in this Restricted Stock Agreement:
INVERNESS MEDICAL INNOVATIONS, – {DOCUMENT}
{TYPE}EX-1
{SEQUENCE}3
{FILENAME}a2066984zex-1.txt
{DESCRIPTION}EXHIBIT 1
{TEXT}
{Page}
Exhibit 1
RESTRICTED STOCK AGREEMENT
UNDER THE INVERNESS MEDICAL INNOVATIONS, INC.
2001 STOCK OPTION AND INCENTIVE PLAN
NAME OF GRANTEE: Ron Zwanziger (the "GRANTEE")
NO. OF SHARES: 152.741423722644 Shares of Common
_____________
Inverness Medical Innovations, – of Common Stock
GRANT DATE: August 15, 2001
PER SHARE PURCHASE PRICE: $69,827.70993 (the "PER SHARE PURCHASE PRICE")
Pursuant to the Inverness Medical Innovations, Inc. 2001 Stock Option and
Incentive Plan (the "PLAN"), Inverness Medical Innovations, Inc., a Delaware
corporation (together with its successors, the "COMPANY"),
_____________
Inverness Medical Innovations, – 69,827.70993 (the "PER SHARE PURCHASE PRICE")
Pursuant to the Inverness Medical Innovations, Inc. 2001 Stock Option and
Incentive Plan (the "PLAN"), Inverness Medical Innovations, Inc., a Delaware
corporation (together with its successors, the "COMPANY"), hereby grants, sells
and issues to the individual named above, who is
_____________
INVERNESS MEDICAL INNOVATIONS, – document.
IN WITNESS WHEREOF, the Company and the Grantee have executed this
Restricted Stock Agreement as of the date first above written.
COMPANY
INVERNESS MEDICAL INNOVATIONS, INC.
By: /s/ DUANE L. JAMES
------------------------------------
Name: Duane L. James
Title: Treasurer
GRANTEE
/s/ RON ZWANZIGER
---------------------------------------
Name: Ron Zwanziger
Address:
322 Waverly
_____________
dt 195807
;
|
J&J
As referenced in this Restricted Stock Agreement:
Johnson & Johnson – any Four-Year Shares that are Restricted Shares.
"MERGER" means the merger of Inverness Medical Technology, Inc. with
a wholly-owned subsidiary of Johnson & Johnson pursuant to the Agreement and
Plan of Split-Off and Merger dated as of May 23, 2001, among Johnson & Johnson,
Sunrise Acquisition Corp.
_____________
Johnson & Johnson, – owned subsidiary of Johnson & Johnson pursuant to the Agreement and
Plan of Split-Off and Merger dated as of May 23, 2001, among Johnson & Johnson,
Sunrise Acquisition Corp. and Inverness Medical Technology, Inc. (the "Merger
Agreement")
"NEGATIVE VOTE" means the failure of the stockholders of Inverness
Medical
_____________
dt 229159
|
Preview
Full Doc
| 2004 |
Adoption Agreement
Adoption Agreement (101K)
Doc #278838: Click preview link for longer preview.
ADOPTION AGREEMENT
FOR
SMITH BARNEY INC. EXECCHOICE(R)
NONQUALIFIED DEFERRED COMPENSATION PLAN
This is the Adoption Agreement for the SMITH BARNEY EXECCHOICE(R) NONQUALIFIED
DEFERRED COMPENSATION PLAN ("PLAN"). The information furnished in this Adoption
Agreement establishes the specific provisions of the Employer's Plan. While the
SMITH BARNEY EXECCHOICE(R) NONQUALIFIED DEFERRED COMPENSATION PLAN has been
designed to permit Plan Participants to defer Federal income tax on amounts
credited to their accounts until such amounts are actually distributed to
Participants, neither Smith Barney Inc. nor any of its affiliates can assure
that the tax results intended herein will result with respect to a specific
Employer. Therefore, Smith Barney Inc. advises any Employer who wishes to adopt
this Plan to consult with its tax advisor or attorney as to the tax consequences
to it and its employee Participants, including the issue of whether the Employer
should seek a determination by the Internal Revenue Service as to such tax
consequences.
* * * * * * * *
The Employer hereby establishes a deferred compensation plan upon the terms and
conditions contained in the SMITH BARNEY EXECCHOICE(R) NONQUALIFIED DEFERRED
COMPENSATION PLAN annexed hereto. By separate agreement ("Trust"), the Employer
has appointed as Trustee the institution that has executed the Trust evidencing
its acceptance of such appointment. The Plan shall be supplemented by the terms
and conditions contained in this Adoption Agreement and collectively, the terms
of such documents shall govern the rights of Participants under the Plan. This
Adoption Agreement, together with the Plan and Trust, should be retained as part
of the Employer's permanent records. It is understood that as the Plan (named in
Section l.1 below is the Employer's Plan, Smith Barney Inc. has no obligation or
liability to update this Plan and Adoption Agreement and shall have no
responsibilities or liability to the extent these documents are changed or
modified by the Employer.
* * * * * * * *
SECTION 1. EMPLOYER DATA
1.1 LIGAND PHARMACEUTICALS NONQUALIFIED DEFERRED COMPENSATION PLAN
----------------------------------------------------------------------
NAME OF EMPLOYER'S PLAN
1.2 LIGAND PHARMACEUTICALS INC.
----------------------------------------------------------------------
PROPER BUSINESS NAME OF EMPLOYER
1.3 9393 TOWNE CENTRE DRIVE
----------------------------------------------------------------------
ADDRESS
SAN DIEGO, CA 92121
----------------------------------------------------------------------
----------------------------------------------------------------------
1.4 619-535-3900
----------------------------------------------------------------------
GENERAL TELEPHONE NUMBER
1.5 619-550-7500
----------------------------------------------------------------------
GENERAL FAX NUMBER
{PAGE}
1.6 77-0160744
----------------------------------------------------------------------
EMPLOYER IDENTIFICATION NUMBER
1.7 12/31
----------------------------------------------------------------------
EMPLOYER'S TAXABLE YEAR ENDS
1.8 12/31
----------------------------------------------------------------------
PLAN YEAR ENDS
1.9 12/05/96
----------------------------------------------------------------------
EFFECTIVE DATE OF PLAN (IF NEW PLAN)
N/A
----------------------------------------------------------------------
EFFECTIVE DATE OF AMENDMENT AND RESTATEMENT OF PLAN (IF OLD PLAN)
1.10 CALIFORNIA
----------------------------------------------------------------------
STATE OF PRINCIPAL PLACE OF BUSINESS
1.11 CYNTHIA J. THOMAS
----------------------------------------------------------------------
PRIMARY CONTACT
EXECUTIVE DIRECTOR OF HUMAN RESOURCES
----------------------------------------------------------------------
TITLE OF PRIMARY CONTACT
619-550-7587
----------------------------------------------------------------------
TELEPHONE NUMBER
619-550-7800
----------------------------------------------------------------------
FAX NUMBER
SECTION 2. PARTICIPATION
2.1 An Employee shall be considered an Eligible Employee* if he or she falls
into the following category:
X Such Employee is designated as an Eligible Employee by the Employer in
Schedule A attached to the Plan, which schedule may be amended by the
Employer from time to time to add or delete a Participant(s).
2.2 LOSS OF ELIGIBLE EMPLOYEE STATUS - SECTION 2.2 OF PLAN:
X Amounts credited to the Account of a Participant who is no longer an
Eligible Employee shall continue to be held, pursuant to the terms of the
Plan, and shall be distributed as provided in ARTICLE VI.
----------------------------------
* For plans which are designed to allow for income deferral beyond termination
of employment (which would include termination because of retirement), Eligible
Employees must all be management or highly compensated employees within the
meaning of sections 201(2), 301(a)(3) and 40I(a)(l) of the Employee Retirement
Income Security Act of 1974, as amended ("top-hat" rule).
2
{PAGE}
SECTION 3. COMPENSATION
X The definition used for purposes of benefit accrual or contribution
allocation in the following plan sponsored by the Employer: EARNED INCOME
AND BONUSES
SECTION 4. CONTRIBUTIONS
4.1 PARTICIPANT DEFERRALS. Deferrals elected to be made by a Participant shall
be indicated by completion of his or her Deferral Election.
X The minimum amount that may be deferred each Plan Year is the greater of
one thousand dollars ($1,000) or two percent (2%) of the Participant's
Compensation. (OPTIONAL)
4.2 MATCHING CONTRIBUTIONS. The Employer shall make a Matching Contribution
equal to (OPTIONAL):
X None
4.3 SUPPLEMENTAL EMPLOYER CONTRIBUTIONS. The Employer reserves the right to
make discretionary contributions to Participants' Accounts in such mount
and in such manner as may be determined by the Employer and which may be
changed or suspended at any time by the Employer. Such amounts shall be
allocated to Participant Accounts each Plan Year in accordance with written
instructions provided by the Employer to the Administrator.
X None
4.4 TIMING OF CONTRIBUTIONS.
4.4.1 Deferrals and Matching Contributions shall be transferred to the
Trust as soon as administratively feasible following the close of the
following period:
X the close of each month
N/A SECTION 5. VESTING
SECTION 6. ACCOUNTS
6.1 RETIREMENT ACCOUNT. The Contributions credited shall be Deferrals and:
X any Marching Contributions and any Employer Contributions allocable
thereto.
6.2 FIXED DATE ACCOUNTS. Contributions credited shall be Deferrals and (SELECT
IF OTHER CONTRIBUTIONS SHALL BE INCLUDED):
X any Matching Contributions and any Supplemental Employer Conuibutions
allocable thereto.
3
{PAGE}
6.2.1 EDUCATIONAL ACCOUNTS. (OPTIONAL)
X Educational Accounts permitted
6.2.2 DEFINITION OF STUDENT.
X Student means a child, grandchild, niece or nephew or dependent of
Participant (as defined in Section 152 of the Internal Revenue Code of
1986, as amended).
6.2.3 MAXIMUM AGE OF STUDENT AT TIME EDUCATION ACCOUNT IS ESTABLISHED.
X Other
(SPECIFY) 17
6.2.4 AGE OF STUDENT AT TIME ACCOUNT IS PAID TO PARTICIPANT.
X Time indicated by Participant in his or her Deferral Election,
SECTION 7. DISTRIBUTIONS
7.1 DEFINITION OF RETIREMENT.
X Retirement shall have the same meaning as under the terms of the following
Employer sponsored plan or its successor plan: 401(K) PLAN (65 NORMAL, 59,
EARLY)
7.2 EDUCATIONAL ACCOUNTS - PAYMENT OPTIONS.
Payment shall begin at the time the Student attains the age designated
under section 6.2.3 of this Adoption Agreement and shall be paid to the
Participant in accordance with the following distribution method:
X Other
(SPECIFY) AS INDICATED BY PARTICIPANT IN HIS OR HER DEFERRAL ELECTION.
7.3 TRANSFER TO RETIREMENT ACCOUNT (OPTIONAL)
X If a Participant has either an Education Account(s) or Fixed Date
Account(s) at the time of his or her Retirement, said Accounts shall be
transferred to his or her Retirement Account and paid out according to
subsection 6.2(a) of the Plan.
7.4 DISABILITY.
Upon the Disability of a Participant, all amounts credited to his or
her Account(s) shall be paid to the Participant:
X in a lump-sum payment, as soon as administratively feasible.
4
{PAGE}
7.5 DISTRIBUTION IN THE EVENT OF FINANCIAL HARDSHIP - SECTION 6.5 OF PLAN.
(OPTIONAL) This permits a distribution of all or a portion of a
Participant's Account while employed for an unforeseen emergency. The
distribution is limited to the amount necessary to meet the hardship and is
only available to the vested portion of a Participant's Account.
X Financial hardship withdrawls permitted
7.5.1 TYPES OF CONTRIBUTIONS FROM WHICH HARDSHIP WITHDRAWALS CAN BE TAKEN.
X Deferrals only
7.6 EARLY WITHDRAWAL WHILE WORKING - SECTION 6.6 OF PLAN. (OPTIONAL) This
permits distribution of all or a portion of a Participant's Account while
employed for situations other than unforeseen emergency. The distribution
is limited to the vested portion of a Participant's Account. In
consideration of supporting the tax deferment of the contributions made to
the Plan, this early withdrawal amount is subject to a ten percent (10%)
penalty, and the Participant receiving the early withdrawal will be
suspended from making future Deferrals for a period no later than the
remainder of the Plan Year in which the withdrawal was received. The
Employer should consult with its tax counsel or advisor before selecting
this provision.
X Early Withdrawal Not Permitted
SECTION 8. INVESTMENT FUNDS (SPECIFY)
X SMALL CAPITALIZATION GROWTH - EQUITY
-----------------------------------------------
[NAME OF INVESTMENT FUND]
X LARGE CAP GROWTH - EQUITY
-----------------------------------------------
[NAME OF INVESTMENT FUND]
X LARGE CAP- VALUE - EQUITY
-----------------------------------------------
[NAME OF INVESTMENT FUND]
X STABLE VALUE INVESTMENTS - INCOME
-----------------------------------------------
[NAME OF INVESTMENT FUND]
SECTION 9. CHANGE OF CONTROL
9.1 GENERAL. If this is elected by the Employer, the provisions of Article IX
of the Plan shall apply as selected under this Article of the Adoption
Agreement.
X The provisions of Article IX as selected under this Section shall apply
upon a Change of Control.
9.2 ACCELERATION PROVISION FOR VESTING UPON CHANGE OF CONTROL-SECTION 9.2 OF
PLAN.
X No accelerated vesting
5
{PAGE}
9.3 ACCELERATED PAYMENT PROVISION UPON CHANGE OF CONTROL-SECTION 9.3 OF PLAN.
X No accelerated payment
SECTION 10. PLAN ADMINISTRATION
The Administrator of the Plan shall be:
X A committee (e.g., Deferred Compensation Committee) consisting of the
following individuals (by name or position):
PAUL V. MAIER WILLAM A. PETTIT
--------------------------------------------------------------
WILLIAM L. RESPESS CYNTHIA J. THOMAS
--------------------------------------------------------------
N/A SECTION 11. IRS APPROVAL - FAILURE TO APPROVE PLAN VOID - SECTION 11.17
OF PLAN (OPTIONAL)
SECTION 12. GOVERNING LAW
APPLICABLE STATE LAW IS: DELAWARE
SECTION 13. ADOPTION OF PLAN AND TRUST
The Employer hereby agrees to adopt the SMITH BARNEY EXECCHOICE(R) NONQUALIFIED
DEFERRED COMPENSATION PLAN AND TRUST, as attached hereto. By executing this
Adoption Agreement, the Employer acknowledges that no representations or
warranties as to the tax consequences to the Employer and Participants of the
operation of this Plan and Trust have been made by Smith Barney Inc. and that
Smith Barney Inc. is under no obligation to update either the Plan document or
Adoption Agreement and shall have no responsibilities or liability to the extent
either document is changed or modified by the Employer.
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 1ST DAY OF JANUARY , 1997.
Attest: Ligand Pharmaceuticals Inc.
/S/WILLIAM L. RESPESS By: WILLIAM L. RESPESS
--------------------------- ------------------------------------
Secretary Name
SR. VICE PRESIDENT,
GENERAL COUNSEL, GOVERNMENT AFFAIRS
------------------------------------
Title
6
{PAGE}
SMITH BARNEY INC. EXECCHOICE(R)
NONQUALIFIED DEFERRED COMPENSATION PLAN
{PAGE}
SMITH BARNEY INC. EXECCHOICE(R)
NONQUALIFIED DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I - Definitions..................................................1
1.1 Account.........................................................1
1.2 Adoption Agreement .............................................1
1.3 Administrator...................................................1
1.4 Beneficiary.....................................................2
1.5 Board...........................................................2
1.6 Bonus...........................................................2
1.7 Change in Control...............................................2
1.8 Code............................................................2
1.9 Compensation....................................................2
1.10 Continuing Directors............................................2
1.11 Contributions...................................................2
1.12 Deferrals.......................................................2
1.13 Deferral Election...............................................3
1.14 Disability......................................................3
1.15 Education Account...............................................3
1.16 Effective Date..................................................3
1.17 Eligible Employee...............................................3
1.18 Employee........................................................3
1.19 Fixed Date Account..............................................3
1.20 Investment Fund or Funds........................................3
1.21 Matching Contribution...........................................3
1.22 Participant.....................................................3
1.23 Plan............................................................4
1.24 Plan Year.......................................................4
1.25 Retirement......................................................4
1.26 Retirement Account..............................................4
1.27 Salary..........................................................4
1.28 Spousal Consent.................................................4
1.29 Spouse..........................................................4
1.30 Supplemental Employer Contribution..............................4
1.31 Trust...........................................................5
1.32 Trustee.........................................................5
1.33 Vested Account..................................................5
1.34 Years of Service................................................5
ARTICLE II - Participation...............................................6
2.1 Commencement of Participation...................................6
2.2 Loss of Eligible Employee Status................................6
ARTICLE III - Contributions..............................................7
3.1 Deferrals.......................................................7
3.2 Matching Contributions..........................................8
3.3 Supplemental Employer Contributions.............................8
3.4 Time of Contributions...........................................8
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
3.5 Form of Contributions............................................ 9
ARTICLE IV - Vesting ....................................................10
4.1 Vesting of Deferrals ............................................10
4.2 Vesting of Matching Contributions ...............................10
4.3 Vesting of Supplemental Employer Contributions...................10
4.4 Vesting in Event of Retirement, Disability, or Death.............10
4.5 Amounts Not Vested...............................................10
ARTICLE V - Accounts.....................................................11
5.1 Accounts.........................................................11
5.2 Investments, Gains and Losses....................................12
5.3 Forfeitures......................................................12
ARTICLE VI - Distributions...............................................13
6.1 Distribution Election............................................13
6.2 Payment Options..................................................13
6.3 Commencement of Payment upon Death, Disability or Termination....13
6.4 Minimum Distribution.............................................14
6.5 Financial Hardship...............................................14
6.6 Withdrawal While Working.........................................14
ARTICLE VII - Beneficiaries..............................................16
7.1 Beneficiaries....................................................16
7.2 Lost Beneficiary.................................................16
ARTICLE VIII - Funding...................................................18
8.1 Prohibition Against Funding......................................18
8.2 Deposits in Trust................................................18
8.3 Withholding of Employee Contributions............................18
ARTICLE IX - Change of Control...........................................19
9.1 Overriding Provisions Applicable During a Change of Control......19
9.2 Account Vested on Change of Control..............................19
9.3 Account Vested and Immediately Payable on Change of Control......19
9.4 Suspension of Part or All of the Overriding Provisions...........19
ARTICLE X - Claims Administration........................................20
10.1 General.........................................................20
10.2 Claim Review....................................................20
10.3 Right of Appeal.................................................20
10.4 Review of Appeal................................................19
10.5 Designation.....................................................21
ARTICLE XI - General Provisions..........................................22
11.1 Administrator...................................................22
11.2 No Assignment...................................................23
11.3 No Employment Rights............................................23
11.4 Incompetence....................................................23
11.5 Identity........................................................23
11.6 Other Benefits..................................................23
11.7 No Liability....................................................24
11.8 Expenses........................................................24
11.9 Insolvency......................................................24
11.10 Amendment and Termination......................................24
11.11 Employer Determination.........................................25
11.12 Construction...................................................25
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C}
11.13 Governing Law..................................................25
11.14 Severability...................................................27
11.15 Headings.......................................................27
11.16 Terms..........................................................27
11.17 Approval of IRS................................................27
SCHEDULE A - Employees Who Are Eligible Employees....................28
{/TABLE}
iii
{PAGE}
SMITH BARNEY INC. EXECCHOICE(R)
NONQUALIFIED DEFERRED COMPENSATION PLAN
The Employer hereby adopts the Plan for the benefit of a select group of
management or highly compensated employees. This Plan is intended to be a
top-hat plan described in Sections 201(2), 301(a)(3) and 401(a)(l) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The
Employer intends that the Plan (and the Trust thereunder) shall be treated as
unfunded for Federal income tax purposes and shall be exempt from the
participation, vesting, funding, and fiduciary requirements set forth in Title I
of ERISA.
ARTICLE I - DEFINITIONS
1.1 ACCOUNT. The bookkeeping account established for each Participant as
provided in section 5.1 hereof, which shall reflect a Participant's Deferrals,
together with Matching Contribution and Supplemental Employer Contributions, if
any, together with any adjustments for investment gain or loss and any payments
from such account. For purposes herein, the "Account" shall also include any
references to the bookkeeping subaccounts established pursuant to section 5.1
hereof and any references to the term "Vested Account" herein.
1.2 ADOPTION AGREEMENT. The Smith Barney ExecChoice(R) Nonqualified
Deferred Compensation Plan Adoption Agreement executed by the Employer to
establish the Plan which contains all of the Plan provisions selected by the
Employer, as the same may be amended by the Employer from time to time.
1.3 ADMINISTRATOR. The person, persons or entity designated by the Employer
in the Adoption Agreement to administer the Plan. Except as otherwise required
by the Trust or applicable law, the Administrator shall have exclusive power and
discretion to determine all benefits and resolve all questions pertaining to the
administration, interpretation and application of Plan provisions. The
Administrator shall serve as the agent for the Employer with respect to the
Trust. If no such person or entity is so serving at any time, the Employer shall
be the Administrator.
{PAGE}
1.4 BENEFICIARY. The person or entity designated or otherwise determined
under the provisions of section 7.1 as the distributee of benefits under the
Plan payable following the death of Participant.
1.5 BOARD. The Board of Directors of the Employer. For purposes of ARTICLE
IX, the term "Board" shall be modified to mean the total number of members of
the Board that there would be if there were no vacancies on such Board.
1.6 BONUS. Compensation which is designated as such by the Employer and
which relates to services performed during an incentive period by an Eligible
Employee in addition to his or her Salary, including any pretax elective
deferrals from said Bonus to any Employer sponsored plan which would include,
but would not be limited to, amounts deferred under a Deferral Election to this
Plan or to a qualified cash or deferred arrangement intended to quality under
Code Section 401(k) or to a cafeteria plan under Code Section 125.
1.7 CHANGE OF CONTROL. If an Employer elects to have the provisions of
ARTICLE IX apply, the meaning selected by the Employer in the Adoption
Agreement.
1.8 CODE. The Internal Revenue Code of 1986, as amended from time to time.
Any reference to a section of the Code includes any comparable section or
sections of any further legislation that amends, supplements or supersedes that
section.
1.9 COMPENSATION. The meaning elected by the Employer in the Adoption
Agreement.
1.10 CONTINUING DIRECTORS. If an Employer elects to have the provisions of
ARTICLE IX apply, the meaning selected by the Employer in the Adoption
Agreement.
1.11 CONTRIBUTIONS. The Deferrals, Matching Contributions and Supplemental
Employer Contributions made to the Plan.
1.12 DEFERRALS. That portion of Compensation that a Participant elects to
defer in accordance with section 3.1 hereof.
2
{PAGE}
1.13 DEFERRAL ELECTION. The separate written agreement ("Deferral
Agreement"), submitted to the Administrator, by which an Eligible Employee
agrees to participate in the Plan and make Deferrals thereto, and any other
related enrollment forms which together evidence a Participant's election to
participate in the Plan.
1.14 DISABILITY. Any medically determinable physical or mental disorder
that renders a Participant incapable of continuing in the employment of the
Employer in his or her regular duties of employment and is expected to continue
for the remainder of a Participant's life, the performance and degree of which
shall be supported by medical evidence satisfactory to the Administration in its
sole discretion.
1.15 EDUCATION ACCOUNT. A bookkeeping subaccount which is a payment
alternative to the Fixed Date Account established pursuant to section 5.l(b).
1.16 EFFECTIVE DATE. The date chosen in the Adoption Agreement as of which
the Plan first becomes effective.
1.17 ELIGIBLE EMPLOYEE. An Employee of the Employer who satisfies the
eligibility requirements specified in the Adoption Agreement.
1.18 EMPLOYEE. Any person employed by the Employer.
1.19 FIXED DATE ACCOUNT. The bookkeeping subaccount established pursuant to
subsection 5.1(b).
1.20 INVESTMENT FUND OR FUNDS. Each investment(s) which serves as a means
to measure value, increases or decreases with respect to a Participant's
Accounts.
1.21 MATCHING CONTRIBUTION. A contribution made by the Employer to the
Trust that is credited to one or more Participant's Accounts in accordance with
the terms of section 3.2 hereof and the Adoption Agreement.
1.22 PARTICIPANT. An Eligible Employee who is a Participant as provided in
ARTICLE II.
3
{PAGE}
1.23 PLAN. The Employer's plan in the form of the Smith Barney Inc
ExecChoice(R) Nonqualified Deferred Compensation Plan, the Adoption Agreement
and all amendments thereto.
1.24 PLAN YEAR. The twelve month period elected by the Employer in the
Adoption Agreement.
1.25 RETIREMENT. The meaning elected by the Employer in the Adoption
Agreement.
1.26 RETIREMENT ACCOUNT. The bookkeeping subaccount established pursuant to
section 5.l(a).
1.27 SALARY. An Eligible Employee's base salary rate or rates in effect at
any time during a Plan Year, including any pretax elective deferrals from said
salary to any Employer sponsored plan which would include, but would not be
limited to, amounts deferred under a Deferral Election to this Plan or to a
qualified cash or deferred arrangement under Code Section 401(k) or to a
cafeteria plan under Code Section 125.
1,28 SPOUSAL CONSENT. Written consent by a Participant's Spouse waiving the
benefit otherwise payable to the Spouse under the Plan upon the Participant's
death, which acknowledges the designation of the Beneficiary or Beneficiaries
named therein, which is witnessed by the Administrator, other Plan
representative or notary public, and which includes acknowledgement by the
Spouse of the effect of such waiver.
1.29 SPOUSE. The person legally recognized as the Participant's legal
spouse as of the date of determination. For purposes of determining whether
Spousal Consent is required with respect to a particular Participant, the
Administrator shall be entitled to rely upon a representation by therticipant
that the Participant has no Spouse or that Spousal Consent is nor required under
the Plan because (a) the Spouse cannot be located, (b) the Participant is
legally separated or (c) the Participant has been abandoned (within the meaning
of local law) and the Participant has a court order to such effect.
4
{PAGE}
1.30 SUPPLEMENTAL EMPLOYER CONTRIBUTION. If elected by the Employer in the
Adoption Agreement, a discretionary contribution made by the Employer to the
Trust that is credited to one or more Participant's Accounts in accordance with
the terms of section 3.3 hereof and the Adoption Agreement.
1.3 1 TRUST. The agreement between the Employer and the Trustee under which
the assets of the Plan are held, administered and managed.
1.32 TRUSTEE. The Trustee of the Trust as it may be designated thereunder
from time to time.
1.33 VESTED ACCOUNT. That portion of a Participant's Account to which a
Participant has a vested interest pursuant to ARTICLE IV.
1.34 YEARS OF SERVICE. A Participant's period of employment used for
determining a Participant's vested percentage under ARTICLE IV as elected by the
Employer in the Adoption Agreement
5
{PAGE}
ARTICLE II - PARTICIPATION
2.1 COMMENCEMENT OF PARTICIPATION. Each Eligible Employee shall become a
Participant at the earlier of the date on which his or her Deferral Election
first becomes effective or the date on which a Deferral is first credited to his
or her Account.
2.2 LOSS OF ELIGIBLE EMPLOYEE STATUS.
(a) A Participant who is no longer an Eligible Employee shall not be
permitted to submit a Deferral Election and all Deferrals for such Participant
shall cease as of date such Participant is determined to no longer be an
Eligible Employee.
(b) Amounts credited to the Account of a Participant described in
subsection (a) shall continue to be held, pursuant to the terms of the Plan, and
shall be distributed in accordance with the Employer's election under the
Adoption Agreement.
(c) Notwithstanding subsection (a) above and as subject to subsection (b)
above, a Participant in the Plan shall continue to be a Participant so long as
his or her Account balances have not yet been fully distributed.
6
{PAGE}
ARTICLE III - CONTRIBUTIONS
3.1 DEFERRALS.
(a) The Employer shall credit to the Account of a. Participant an amount
equal to the amount designated in the Participant's Deferral Election for that
Plan Year. Such amounts shall not be made available to such Participant, except
as provided in ARTICLE VI, and shall reduce such Participant's Compensation from
the Employer in accordance with the provisions of the applicable Deferral
Election; provided, however, that all such amounts shall be subject to the
rights of the general creditors of the Employer as provided in ARTICLE VIII.
(b) Each Eligible Employee must deliver a Deferral Election to the
Administrator before any Deferrals become effective. Such Deferral Election
shall be void with respect to any Deferral unless submitted to the Administrator
before the beginning of the calendar year during which the amount to be deferred
will be earned; provided, however, that in the year in which the Plan is first
adopted or an Employee is first eligible to participate, such Deferral Election
shall be filed with the Administrator within thirty (30) days of the date on
which the Plan is adopted or the date on which an Employee is first eligible to
participate, respectively, with respect to Compensation earned during the
remainder of the calendar year.
(c) The Deferral Election shall, subject to the limitation set forth in
section 3.1 hereof and as elected by the Employer under the Adoption Agreement,
designate the amount of Compensation deferred by each Participant, the
subaccounts, if any, as set forth in subsection (e), below, the Beneficiary or
Beneficiaries of the Participant and such other item as the Administrator may
prescribe. Such designations shall remain effective unless amended as provided
in subsection (d), below.
(d) A Participant may amend his or her Deferral Election from time to time;
provided, however, that any amendment to the amount of a Participant's Deferrals
shall comply with the provisions of subsection (b), above.
7
{PAGE}
(e) A Participant may direct his or her Deferral to be credited to one or
more subaccounts as may be established, as provided in ARTICLE V, by the
Participant at the time of the Deferral Election.
3.2 MATCHING CONTRIBUTIONS. If elected by the Employer in the Adoption
Agreement, the Employer shall also credit to the Account of each Participant who
makes Deferrals a Matching Contribution in an amount equal to the amount
specified in the Adoption Agreement.
3.3 SUPPLEMENTAL EMPLOYER CONTRIBUTIONS. The Employer reserves the right to
make discretionary contributions to Participants' Accounts in such amount and in
such manner as may be determined by the Employer and as specified in the
Adoption Agreement.
3.4 TIMING OF CONTRIBUTIONS.
(a) Deferrals and Matching Contributions shal1 be transferred to the Trust
as soon as administratively feasible following the close of the period selected
in the Adoption Agreement. The Employer shall also transmit at that time any
necessary instructions regarding the allocation of such amounts among the
Accounts of Participants to the Trustee, the Administrator, or an agent thereof,
278838
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Ligand Pharma
As referenced in this Adoption Agreement:
LIGAND PHARMACEUTICALS – have no
responsibilities or liability to the extent these documents are changed or
modified by the Employer.
* * * * * * * *
SECTION 1. EMPLOYER DATA
1.1 LIGAND PHARMACEUTICALS NONQUALIFIED DEFERRED COMPENSATION PLAN
----------------------------------------------------------------------
NAME OF EMPLOYER'S PLAN
1.2 LIGAND PHARMACEUTICALS INC.
----------------------------------------------------------------------
PROPER BUSINESS NAME OF EMPLOYER
1.3 9393 TOWNE
_____________
LIGAND PHARMACEUTICALS – modified by the Employer.
* * * * * * * *
SECTION 1. EMPLOYER DATA
1.1 LIGAND PHARMACEUTICALS NONQUALIFIED DEFERRED COMPENSATION PLAN
----------------------------------------------------------------------
NAME OF EMPLOYER'S PLAN
1.2 LIGAND PHARMACEUTICALS INC.
----------------------------------------------------------------------
PROPER BUSINESS NAME OF EMPLOYER
1.3 9393 TOWNE CENTRE DRIVE
----------------------------------------------------------------------
ADDRESS
SAN DIEGO, CA 92121
----------------------------------------------------------------------
----------------------------------------------------------------------
1.4 619-535-3900
----------------------------------------------------------------------
GENERAL
_____________
Ligand Pharmaceuticals – by the Employer.
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 1ST DAY OF JANUARY , 1997.
Attest: Ligand Pharmaceuticals Inc.
/S/WILLIAM L. RESPESS By: WILLIAM L. RESPESS
--------------------------- ------------------------------------
Secretary Name
SR. VICE PRESIDENT,
GENERAL COUNSEL, GOVERNMENT AFFAIRS
------------------------------------
Title
6
{PAGE}
SMITH BARNEY
_____________
LIGAND PHARMACEUTICALS – other
Contributions shall be returned to the Employer.
25
{PAGE}
SCHEDULE A
EMPLOYEES WHO ARE ELIGIBLE EMPLOYEES
{PAGE}
APPENDIX B
TRUST AGREEMENT UNDER
LIGAND PHARMACEUTICALS INCORPORATED
NONQUALIFTED DEFERRED COMPENSATION PLAN
This Agreement made this 15TH day of June 2002, by and between Ligand
Pharmaceuticals Inc. (hereinafter referred to
_____________
Ligand
Pharmaceuticals – B
TRUST AGREEMENT UNDER
LIGAND PHARMACEUTICALS INCORPORATED
NONQUALIFTED DEFERRED COMPENSATION PLAN
This Agreement made this 15TH day of June 2002, by and between Ligand
Pharmaceuticals Inc. (hereinafter referred to as the "Company") and Smith Barney
Corporate Trust (hereinafter referred to as the "Trustee");
WHEREAS, the Company has adopted
_____________
dt 213166
;
|
 Smith Barney
As referenced in this Adoption Agreement:
SMITH BARNEY INC – {DOCUMENT}
{TYPE}EX-10
{SEQUENCE}3
{FILENAME}ex10-274.txt
{DESCRIPTION}EXHIBIT 10.274
{TEXT}
EXHIBIT 10.274
ADOPTION AGREEMENT
FOR
SMITH BARNEY INC . EXECCHOICE(R)
NONQUALIFIED DEFERRED COMPENSATION PLAN
This is the Adoption Agreement for the SMITH BARNEY EXECCHOICE(R) NONQUALIFIED
DEFERRED COMPENSATION PLAN ("PLAN").
_____________
Smith Barney Inc – permit Plan Participants to defer Federal income tax on amounts
credited to their accounts until such amounts are actually distributed to
Participants, neither Smith Barney Inc . nor any of its affiliates can assure
that the tax results intended herein will result with respect to a specific
Employer. Therefore,
_____________
Smith Barney Inc – Inc. nor any of its affiliates can assure
that the tax results intended herein will result with respect to a specific
Employer. Therefore, Smith Barney Inc . advises any Employer who wishes to adopt
this Plan to consult with its tax advisor or attorney as to the tax consequences
_____________
Smith Barney Inc – the Employer's permanent records. It is understood that as the Plan (named in
Section l.1 below is the Employer's Plan, Smith Barney Inc . has no obligation or
liability to update this Plan and Adoption Agreement and shall have no
responsibilities or liability to the extent
_____________
Smith Barney Inc – warranties as to the tax consequences to the Employer and Participants of the
operation of this Plan and Trust have been made by Smith Barney Inc . and that
Smith Barney Inc. is under no obligation to update either the Plan document or
Adoption Agreement and shall have no
_____________
dt 211179
|
Preview
Full Doc
| 2002 |
Stock Issuance Agreement
Stock Issuance Agreement (28K)
Doc #278945: Click preview link for longer preview.
LIGAND PHARMACEUTICALS INCORPORATED
STOCK ISSUANCE AGREEMENT
AGREEMENT made this _____ day of ______________, by and between
Ligand Pharmaceuticals Incorporated, a Delaware corporation, and
_________________________, a Participant in the Corporation's 2002 Stock
Incentive Plan.
All capitalized terms in this Agreement shall have the meaning
assigned to them in this Agreement or in the attached Appendix.
A. PURCHASE OF SHARES
1. PURCHASE. Participant hereby purchases _____________ shares of
Common Stock (the "Purchased . . .
278945
|
Ligand Pharma
As referenced in this Stock Issuance Agreement:
LIGAND PHARMACEUTICALS – EX-99
{SEQUENCE}11
{FILENAME}ex994.txt
{DESCRIPTION}EXHIBIT 99.4
{TEXT}
Exhibit 99.4
Stock Issuance Agreement--2002 Stock Incentive Plan
{PAGE}
LIGAND PHARMACEUTICALS INCORPORATED
STOCK ISSUANCE AGREEMENT
AGREEMENT made this _____ day of ______________, by and between
Ligand Pharmaceuticals Incorporated, a Delaware corporation, and
_________________________, a
_____________
Ligand Pharmaceuticals – Issuance Agreement--2002 Stock Incentive Plan
{PAGE}
LIGAND PHARMACEUTICALS INCORPORATED
STOCK ISSUANCE AGREEMENT
AGREEMENT made this _____ day of ______________, by and between
Ligand Pharmaceuticals Incorporated, a Delaware corporation, and
_________________________, a Participant in the Corporation's 2002 Stock
Incentive Plan.
All capitalized terms in this Agreement shall
_____________
LIGAND PHARMACEUTICALS – bound by the terms hereof.
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement on
the day and year first indicated above.
LIGAND PHARMACEUTICALS INCORPORATED
By: _____________________________
Title: _____________________________
Address: _____________________________
PARTICIPANT
_________________________________________
Signature
Address:_________________________________
_________________________________________
{PAGE}
SPOUSAL ACKNOWLEDGMENT
The undersigned spouse of the Participant has
_____________
Ligand Pharmaceuticals – Address:___________________________
___________________________________
{PAGE}
EXHIBIT I
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED _______________________ hereby sell(s),
assign(s) and transfer(s) unto Ligand Pharmaceuticals Incorporated (the
"Corporation"), _____________________ (________) shares of the Common Stock of
the Corporation standing in his or her name on the books of
_____________
Ligand Pharmaceuticals
– Taxpayer Ident. No.:
(2) The property with respect to which the election is being made is
____________ shares of the common stock of Ligand Pharmaceuticals
Incorporated
(3) The property was issued on _________________, _________.
(4) The taxable year in which the election is being made is the
_____________
dt 213260
| |
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Full Doc
| 2002 |
Incentive Agreement
Incentive Agreement (23K)
Doc #278956: Click preview link for longer preview.
INCENTIVE AGREEMENT
This incentive agreement (this "Agreement"), dated as of March 28,
2002, is by and among Monksland Holdings B.V., a Dutch corporation
("Monksland"), Elan International Services, Ltd., a Bermuda corporation ("EIS"),
and Ligand Pharmaceuticals Incorporated, a Delaware corporation ("Ligand").
RECITALS
WHEREAS, Ligand issued (i) to Monksland on March 1, 2000 a Zero Coupon
Convertible Senior Note due 2008 at the issue price of $20,000,000 (the "Note")
upon repayment of $20,000,000 of a $40,000,000 note originally issued on July
14, 1999 under a Securities Purchase Agreement, dated as of November 6, 1998 (as
amended, the "Purchase Agreement"), by and among Ligand, EIS and Elan
Corporation, plc, a public limited company organized under the laws of Ireland
("Elan"), and (ii) to EIS, an Affiliate of Monksland (as defined in Rule 501 of
Regulation D under the Securities Act), on November 22, 1999 an Amended and
Restated Series X Warrant for the Purchase of 91,406 Shares of Common Stock of
Ligand (the "Warrant"); and
WHEREAS, Ligand has requested that Monksland convert the Note into,
and that EIS exercise the Warrant for, shares of Common Stock, and Monksland
agrees to so convert the Note plus $ 4,736,824 of accrued interest on the Note
into shares of Common Stock and EIS agrees to so exercise the Warrant for shares
of Common Stock.
NOW, THEREFORE, in consideration of the covenants and mutual
agreements set forth herein and for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
Section 1. AGREEMENT TO ISSUE INCENTIVE SHARES.
In consideration for Monksland's agreement to convert all of the
aggregate issue price of the Note plus $4,736,824 of accrued interest into
Common Stock under the terms and conditions of the Note, as set forth on the
Conversion Notice for the Note, dated as of the date hereof, and for EIS's
agreement to exercise the Warrant in full for Common Stock under the terms and
conditions of the Warrant, as set forth in the Purchase Form for the Warrant,
dated as of the date hereof, Ligand will issue 102,151 shares of Common Stock
(the "Incentive Shares") to EIS, subject to the terms and conditions of this
Agreement.
{PAGE}
Section 2. REPRESENTATIONS AND WARRANTIES OF LIGAND.
(i) Except as otherwise set forth in the Schedule of Exceptions (as updated
on March 28, 2002) attached hereto as EXHIBIT A, the representations and
warranties of Ligand contained in the Purchase Agreement that are qualified by
any Material Adverse Effect or materiality are true and correct in all respects
and the representations and warranties of Ligand contained in the Purchase
Agreement that are not so qualified are true and correct in all material
respects, in each case, on and as of the date hereof, except to the extent that
such representations and warranties expressly relate to an earlier date, and
Ligand has performed all covenants and agreements and satisfied all conditions
on its part to be performed or satisfied under the Purchase Agreement at or
prior to the date hereof;
(ii) As of the date hereof and since June 30, 1998, except as set forth in
the SEC Reports or the Schedule of Exceptions (as updated on March 28, 2002), no
event or development has occurred, and no information has become known, that,
individually or in the aggregate, has or would be reasonably likely to have a
Material Adverse Effect;
(iii) The issuance of the Incentive Shares has not been enjoined
(temporarily or permanently);
(iv) Each of the Purchase Agreement, the New Registration Rights Agreement,
the License Agreement and, to the extent outstanding, the Securities, are, and
after giving effect to the issuance of the Incentive Shares, will be, valid and
enforceable against Ligand, except that (A) the enforcement thereof may be
subject to (i) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally
and (ii) general principles of equity and the discretion of the court before
which any proceeding therefor may be brought and (B) any rights to indemnity or
contribution under the New Registration Rights Agreement may be limited by
federal and state securities laws and public policy considerations, and no event
that constitutes a breach of or a default under (or an event which, with notice
or passage of time or both would constitute a default under) this Agreement, the
New Registration Rights Agreement, the License Agreement or, to the extent
outstanding, the Securities, by Ligand has occurred and is continuing or, after
giving effect to the issuance and sale of the Incentive Shares, will have
occurred and be continuing;
(v) Under the Preferred Share Rights Agreement, dated as of September 13,
1996, between Ligand and Wells Fargo Bank, N.A., as amended (the "Rights
Agreement"), no event has occurred that has caused or will cause, and none of
the execution of this Agreement or the consummation of the transactions
contemplated hereby, including the issuance of the Incentive Shares, will cause,
rights issued thereunder to become exercisable or a "Distribution Date" to
occur, assuming compliance by Elan and its Affiliates with the provisions of
Section 14(c) of the Purchase Agreement; and
(vi) The New Registration Rights Agreement has been duly amended to include
278956
|
Bear, Stearns
As referenced in this Incentive Agreement:
Bear, Stearns & Co. – the New
Registration Rights Agreement.
SCHEDULE 3(DD)
The Company has previously informed representatives of Purchaser of its
engagement of Lehman Brothers and Bear, Stearns & Co. Inc. in connection with
the transactions contemplated by the Agreement and/or the License Agreement,
including the issuance of the Shares.
4
{/
_____________
dt 210995
;
BU
As referenced in this Incentive Agreement:
Trustees of
Boston University – December 11, 2001, a lawsuit was filed in the United States District
Court for the District of Massachusetts against the Company by the Trustees of
Boston University and other former stakeholders of Seragen. The complaint
alleges breach of contract, breach of the implied covenants of good faith and
fair dealing
_____________
dt 269317
;
Elan
As referenced in this Incentive Agreement:
Elan
Corp – 1999 under a Securities Purchase Agreement, dated as of November 6, 1998 (as
amended, the "Purchase Agreement"), by and among Ligand, EIS and Elan
Corp oration, plc, a public limited company organized under the laws of Ireland
("Elan"), and (ii) to EIS, an Affiliate of Monksland (as defined
_____________
dt 206851
;
|
Epimmune
As referenced in this Incentive Agreement:
Epimmune, – Inc.
Seragen Technology, Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
SCHEDULE 3(F)(II)
Epimmune, Inc. ("Epimmune") has rights to make certain payments under an
agreement with the Company in shares of Epimmune common stock.
The Company
_____________
"Epimmune" – Technology, Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
SCHEDULE 3(F)(II)
Epimmune, Inc. ("Epimmune" ) has rights to make certain payments under an
agreement with the Company in shares of Epimmune common stock.
The Company is a
_____________
Epimmune – Inc.
SCHEDULE 3(F)(II)
Epimmune, Inc. ("Epimmune") has rights to make certain payments under an
agreement with the Company in shares of Epimmune common stock.
The Company is a member of Nexus Properties VI LLC ("Nexus VI"), holding a
1% interest. Nexus VI owns the parcel
_____________
dt 207017
;
Ligand Pharma
As referenced in this Incentive Agreement:
Ligand Pharmaceuticals – 28,
2002, is by and among Monksland Holdings B.V., a Dutch corporation
("Monksland"), Elan International Services, Ltd., a Bermuda corporation ("EIS"),
and Ligand Pharmaceuticals Incorporated, a Delaware corporation ("Ligand").
RECITALS
WHEREAS, Ligand issued (i) to Monksland on March 1, 2000 a Zero Coupon
Convertible Senior Note due
_____________
LIGAND PHARMACEUTICALS – S/ILLEGIBLE
Name: AMACO (NETHERLANDS) B.V.
Title: MANAGING DIRECTOR
ELAN INTERNATIONAL SERVICES, LTD.
By: /S/KEVIN INSLEY
Name: KEVIN INSLEY
Title: PRESIDENT
LIGAND PHARMACEUTICALS INCORPORATED
By: /S/PAUL V. MAIER
Name: PAUL V. MAIER
Title: SENIOR VP & CFO
6
{PAGE}
SCHEDULE OF EXCEPTIONS
As Updated March 28,
_____________
Ligand Pharmaceuticals – replaced with the New
Registration Rights Agreement.
SCHEDULE 3(F)(I)
Glycomed, Inc.
Allergan Ligand Retinoid Therapeutics, Inc.
Seragen, Inc.
Seragen Technology, Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
SCHEDULE 3(F)(II)
Epimmune, Inc. ("Epimmune") has rights
_____________
Ligand Pharmaceuticals – Registration Rights Agreement.
SCHEDULE 3(F)(I)
Glycomed, Inc.
Allergan Ligand Retinoid Therapeutics, Inc.
Seragen, Inc.
Seragen Technology, Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
SCHEDULE 3(F)(II)
Epimmune, Inc. ("Epimmune") has rights to make certain payments under
_____________
Ligand Pharmaceuticals – 3(F)(I)
Glycomed, Inc.
Allergan Ligand Retinoid Therapeutics, Inc.
Seragen, Inc.
Seragen Technology, Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
SCHEDULE 3(F)(II)
Epimmune, Inc. ("Epimmune") has rights to make certain payments under an
agreement with the
_____________
dt 213271
;
More... |
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| 2002 |
Incentive Agreement
Incentive Agreement (24K)
Doc #278967: Click preview link for longer preview.
INCENTIVE AGREEMENT
This incentive agreement (this "Agreement"), dated as of December
20, 2001, is by and among Monksland Holdings, BV, a Dutch corporation
("Monksland"), Elan International Services, Ltd., a Bermuda corporation ("EIS"),
and Ligand Pharmaceuticals Incorporated, a Delaware corporation ("Ligand").
RECITALS
WHEREAS, Ligand issued (i) to EIS, an Affiliate of Monksland (as
defined in Rule 501 of Regulation D under the Securities Act), on November 9,
1998 a Zero Coupon Convertible Senior Note due 2008 at the issue price of
$30,000,000 (the "First 1998 Note"), (ii) to EIS on November 9, 1998 a Zero
Coupon Convertible Senior Note due 2008 at the issue price of $10,000,000 (the
"Second 1998 Note") and (iii) to Monksland on December 29, 2000 a Zero Coupon
Convertible Senior Note due November 9, 2008 at the issue price of $10,000,000
(the "2000 Note" and, together with the First 1998 Note and the Second 1998
Note, the "Notes"), each under a Securities Purchase Agreement, dated as of
November 6, 1998 (the "Purchase Agreement"), by and among Ligand, EIS and Elan
Corporation, plc, a public limited company organized under the laws of Ireland
("Elan");
WHEREAS, on November 9, 2001, EIS requested that Ligand reissue
each of the First 1998 Note and the Second 1998 Note in the name of Monksland,
pursuant to which Ligand reissued each of the First 1998 Note and the Second
1998 Note to Monksland; and
WHEREAS, Ligand has requested that Monksland convert the Notes
into shares of Common Stock on the date that the waiting period (or any
extension thereof) applicable to the conversion of the Notes under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), shall have been terminated or shall have expired, and Monksland agrees to
so convert the Notes plus $8,263,247 of accrued interest on the First 1998 Note,
$2,754,416 accrued interest on the Second 1998 Note and $788,376 of accrued
interest on the 2000 Note into shares of Common Stock, all in accordance with
that certain letter agreement by and between Monksland and Ligand dated the date
hereof (the "Letter Agreement").
NOW, THEREFORE, in consideration of the covenants and mutual
agreements set forth herein and for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
Section 1. AGREEMENT TO ISSUE INCENTIVE SHARES.
{PAGE}
In consideration for Monksland's agreement to convert all of the
aggregate issue price of the Notes plus $11,806,039 of accrued interest into
Common Stock under the terms and conditions of the Notes, as set forth on the
Conversion Notice, dated as of the date hereof, for each of the Notes and as set
forth in the Letter Agreement, Ligand will issue 274,843 shares of Common Stock
(the "Incentive Shares") to EIS, subject to the terms and conditions of this
Agreement. The Incentive Shares shall not be subject to forfeiture by EIS or
repurchase or redemption by Ligand by virtue of failure to obtain any necessary
approvals under the HSR Act.
Section 2. REPRESENTATIONS AND WARRANTIES OF LIGAND.
(i) Except as otherwise set forth in the Schedule of Exceptions (as updated
on December 20, 2001) attached hereto as EXHIBIT A, the representations and
warranties of Ligand contained in the Purchase Agreement that are qualified by
any Material Adverse Effect or materiality are true and correct in all respects
and the representations and warranties of Ligand contained in the Purchase
Agreement that are not so qualified are true and correct in all material
respects, in each case, on and as of the date hereof, except to the extent that
such representations and warranties expressly relate to an earlier date, and
Ligand has performed all covenants and agreements and satisfied all conditions
on its part to be performed or satisfied under the Purchase Agreement at or
prior to the date hereof;
(ii) As of the date hereof and since June 30, 1998, except as set forth in
the SEC Reports or the Schedule of Exceptions (as updated on December 20, 2001),
no event or development has occurred, and no information has become known, that,
individually or in the aggregate, has or would be reasonably likely to have a
Material Adverse Effect;
(iii) The issuance of the Incentive Shares has not been enjoined
(temporarily or permanently);
(iv) Each of the Purchase Agreement the New Registration Rights Agreement,
the License Agreement and, to the extent outstanding, the Securities, are, and
after giving effect to the issuance of the Incentive Shares, will be, valid and
enforceable against Ligand, except that (A) the enforcement thereof may be
subject to (i) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally
and (ii) general principles of equity and the discretion of the court before
which any proceeding therefor may be brought and (B) any rights to indemnity or
contribution under the New Registration Rights Agreement may be limited by
federal and state securities laws and public policy considerations, and no event
that constitutes a breach of or a default under (or an event which, with notice
or passage of time or both would constitute a default under) this Agreement, the
New Registration Rights Agreement, the License Agreement or, to the extent
outstanding, the Securities, by Ligand has occurred and is continuing or, after
giving effect to the issuance and sale of the Incentive Shares, will have
occurred and be continuing;
(v) Under the Preferred Share Rights Agreement, dated as of September 13,
1996, between Ligand and Wells Fargo Bank, N.A., as amended (the "Rights
Agreement"), no event
2
{PAGE}
has occurred that has caused or will cause, and none of the execution of this
Agreement or the consummation of the transactions contemplated hereby, including
the issuance of the Incentive Shares, will cause, rights issued thereunder to
become exercisable or a "Distribution Date" to occur, assuming compliance by
Elan and its Affiliates with the provisions of Section 14(c) of the Purchase
Agreement; and
278967
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Bear, Stearns
As referenced in this Incentive Agreement:
Bear, Stearns & Co. – the New
Registration Rights Agreement.
SCHEDULE 3(dd)
The Company has previously informed representatives of Purchaser of its
engagement of Lehman Brothers and Bear, Stearns & Co. Inc. in connection with
the transactions contemplated by the Agreement and/or the License Agreement,
including the issuance of the Shares.
4
{/
_____________
dt 210996
;
BU
As referenced in this Incentive Agreement:
Trustees of Boston
University – December 11, 2001, a lawsuit was filed in the United States District Court
for the District of Massachusetts against the Company by the Trustees of Boston
University and other former stakeholders of Seragen. The complaint alleges
claims of breach of contract, breach of the implied covenant of good faith and
_____________
dt 269318
;
Elan
As referenced in this Incentive Agreement:
Elan
Corp – the "Notes"), each under a Securities Purchase Agreement, dated as of
November 6, 1998 (the "Purchase Agreement"), by and among Ligand, EIS and Elan
Corp oration, plc, a public limited company organized under the laws of Ireland
("Elan");
WHEREAS, on November 9, 2001, EIS requested that Ligand reissue
_____________
dt 206857
;
|
Epimmune
As referenced in this Incentive Agreement:
Epimmune, – Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
Marathon Biopharmaceuticals, Inc.
SCHEDULE 3(f)(ii)
Epimmune, Inc. ("Epimmune") has rights to make certain payments under an
agreement with the Company in shares of Epimmune common stock.
The Company
_____________
"Epimmune" – Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
Marathon Biopharmaceuticals, Inc.
SCHEDULE 3(f)(ii)
Epimmune, Inc. ("Epimmune" ) has rights to make certain payments under an
agreement with the Company in shares of Epimmune common stock.
The Company is a
_____________
Epimmune – Inc.
SCHEDULE 3(f)(ii)
Epimmune, Inc. ("Epimmune") has rights to make certain payments under an
agreement with the Company in shares of Epimmune common stock.
The Company is a member of Nexus Properties VI LLC ("Nexus VI"), holding a
1% interest. Nexus VI owns the parcel
_____________
dt 207018
;
Ligand Pharma
As referenced in this Incentive Agreement:
Ligand Pharmaceuticals – December
20, 2001, is by and among Monksland Holdings, BV, a Dutch corporation
("Monksland"), Elan International Services, Ltd., a Bermuda corporation ("EIS"),
and Ligand Pharmaceuticals Incorporated, a Delaware corporation ("Ligand").
RECITALS
WHEREAS, Ligand issued (i) to EIS, an Affiliate of Monksland (as
defined in Rule 501 of Regulation
_____________
LIGAND PHARMACEUTICALS – S/KEVIN INSLEY
-----------------------------------
Name: Kevin Insley
Title: Attorney in Fact
ELAN INTERNATIONAL SERVICES, LTD.
By: /S/KEVIN INSLEY
-----------------------------------
Name: Kevin Insley
Title: President
LIGAND PHARMACEUTICALS INCORPORATED
By: /S/PAUL V. MAIER
-----------------------------------
Name: Paul V. Maier
Title: Senior Vice President
Chief Financial Officer
6
{PAGE}
SCHEDULE OF EXCEPTIONS
As
_____________
Ligand Pharmaceuticals – rights have been replaced with the New
Registration Rights Agreement.
SCHEDULE 3(f)(i)
Glycomed, Inc.
Allergan Ligand Retinoid Therapeutics, Inc.
Seragen, Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
Marathon Biopharmaceuticals, Inc.
SCHEDULE 3(f)(ii)
Epimmune, Inc. ("
_____________
Ligand Pharmaceuticals – with the New
Registration Rights Agreement.
SCHEDULE 3(f)(i)
Glycomed, Inc.
Allergan Ligand Retinoid Therapeutics, Inc.
Seragen, Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
Marathon Biopharmaceuticals, Inc.
SCHEDULE 3(f)(ii)
Epimmune, Inc. ("Epimmune") has rights to make
_____________
Ligand Pharmaceuticals – Rights Agreement.
SCHEDULE 3(f)(i)
Glycomed, Inc.
Allergan Ligand Retinoid Therapeutics, Inc.
Seragen, Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
Marathon Biopharmaceuticals, Inc.
SCHEDULE 3(f)(ii)
Epimmune, Inc. ("Epimmune") has rights to make certain payments under an
_____________
dt 213281
;
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Stock Issuance Agreement
Stock Issuance Agreement (36K)
Doc #281257: Click preview link for longer preview.
Explanatory Note
The following agreement has been entered into by certain of our employees in connection with the Company�s Stock Issuance Program under its 2000 Stock Incentive Plan.
The Stock Issuance Program is a component of the Company�s cost management efforts. Effective July 1, 2002, 24% of the Company�s employees (after a headcount reduction in June 2002) realized a 10% annual reduction in future cash . . .
281257
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Stock Issuance Agreement
Stock Issuance Agreement (15K)
Doc #281268: Click preview link for longer preview.
LARGE SCALE BIOLOGY COMPANY
STOCK ISSUANCE AGREEMENT
THIS STOCK ISSUANCE AGREEMENT (the �Agreement�) is made and entered into effective November 1, 2001 (the �Effective Date�), between LARGE SCALE BIOLOGY COMPANY, a Delaware Company (the �Company�) and John D. Fowler, Jr. (�Grantee�).
THE PARTIES AGREE AS FOLLOWS:
1. Grant of Stock. In consideration of Grantee�s employment by the Company, the Company hereby agrees to issue to Grantee and Grantee agrees to accept Two Hundred Thousand (200,000) shares ( . . .
281268
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| 2003 |
Retirement Agreement
Retirement Agreement (8K)
Doc #281824: Click preview link for longer preview.
RETIREMENT AGREEMENT
This Retirement Agreement (this �Agreement�) by and between IVAX Corporation, a Florida corporation (�IVAX�), Norton Healthcare Limited (�Norton Healthcare�) and Isaac Kaye (the �Executive�), is dated as of May 8, 2003.
WHEREAS, the Executive has been employed by IVAX as its Deputy Chief Executive Officer and by Norton Healthcare as its Chairman and Chief Executive Officer pursuant to an Employment Agreement between IVAX, Norton Healthcare and the Executive dated as of November 28, 1997 (the �Employment Agreement�);
WHEREAS, IVAX, . . .
281824
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| 2002 |
Settlement, Release, and License Grant Agreement
Settlement, Release, and License Grant Agreement (36K)
Doc #282197: Click preview link for longer preview.
SETTLEMENT, RELEASE, AND LICENSE GRANT AGREEMENT
This SETTLEMENT, RELEASE, AND LICENSE GRANT AGREEMENT (hereinafter the "Agreement") is made and entered into effective on September 6, 2002, by and between Isis Pharmaceuticals, Inc. on the one hand and Sequitur, Inc. on the other hand.
Whereas, Isis Pharmaceuticals, Inc. is the owner of all rights, title and interest to United States Patent Number 6,001,653, 6,326,199, 5,959,097, 5,958,773, 6,043,090 and 6,096,543;
. . .
282197
|
ISIS Pharma
As referenced in this Settlement, Release, and License Grant Agreement:
Isis Pharmaceuticals, – This SETTLEMENT, RELEASE, AND LICENSE GRANT AGREEMENT (hereinafter the "Agreement") is made and entered into effective on September 6, 2002, by and between Isis Pharmaceuticals, Inc. on the one hand and Sequitur, Inc. on the other hand.
Whereas, Isis Pharmaceuticals, Inc. is the owner of all rights,
_____________
Isis Pharmaceuticals, – effective on September 6, 2002, by and between Isis Pharmaceuticals, Inc. on the one hand and Sequitur, Inc. on the other hand.
Whereas, Isis Pharmaceuticals, Inc. is the owner of all rights, title and interest to United States Patent Number 6,001,653, 6,326,199, 5,
_____________
Isis Pharmaceuticals, – 001,653, 6,326,199, 5,959,097, 5,958,773, 6,043,090 and 6,096,543;
Whereas, on July 9, 2001, Isis Pharmaceuticals, Inc. instituted suit against Sequitur, Inc. in the United States District Court for the Southern District of California, Case No. 01 CV
_____________
Isis Pharmaceuticals, – alleging claims of breach of contract, unfair competition under the Lanham Act, Antitrust Violations and unfair competition under California Law (the "Counterclaim");
Whereas, Isis Pharmaceuticals, Inc. denied all allegations of breach of contract, unfair competition and antitrust violations in the Counterclaim;
Whereas, on December 12, 2001, Isis
_____________
Isis Pharmaceuticals, – Isis Pharmaceuticals, Inc. denied all allegations of breach of contract, unfair competition and antitrust violations in the Counterclaim;
Whereas, on December 12, 2001, Isis Pharmaceuticals, Inc. instituted suit against Sequitur, Inc. in the United States District Court for the Southern District of California, Case No. 01 CV
_____________
dt 219637
;
|
Cooley Godward
As referenced in this Settlement, Release, and License Grant Agreement:
COOLEY GODWARD – Exhibit 99.1 to 8-K)
Exhibit C
Stipulated Dismissal and Proposed Order Thereon (attached)
STEPHEN P. SWINTON (106398)
KENT M. WALKER (173700)
COOLEY GODWARD LLP
4401 Eastgate Mall
San Diego, CA 92121-1909
Telephone: (858) 550-6000
Facsimile: (858) 550-6420
JOSEPH LUCCI (admitted pro hac
_____________
COOLEY GODWARD – actions are to be dismissed with prejudice, the parties bearing their own costs and fees of the actions.
Dated: September , 2002
Respectfully submitted,
COOLEY GODWARD LLP
STEPHEN P. SWINTON (106398)
KENT M. WALKER (173700)
By:
Kent M. Walker
Attorneys for Plaintiff and Counterclaim
Defendant, ISIS PHARMACEUTICALS, INC.
_____________
COOLEY GODWARD – Rudi M. Brewster
3
Exhibit D
Stipulated Consent to Jurisdiction and Proposed Order Thereon (attached)
STEPHEN P. SWINTON (106398)
KENT M. WALKER (173700)
COOLEY GODWARD LLP
4401 Eastgate Mall
San Diego, CA 92121-1909
Telephone: (858) 550-6000
Facsimile: (858) 550-6420
JOSEPH LUCCI (admitted pro hac
_____________
COOLEY GODWARD – in the Agreement not otherwise to be resolved by binding mediation pursuant to Section 15 of the Agreement.
Dated: September , 2002
Respectfully submitted,
COOLEY GODWARD LLP
STEPHEN P. SWINTON (106398)
KENT M. WALKER (173700)
By:
Kent M. Walker
Attorneys for Plaintiff and Counterclaim
Defendant, ISIS PHARMACEUTICALS, INC.
_____________
dt 214137
|
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| 2003 |
Incentive Bonus Agreement
Incentive Bonus Agreement (5K)
Doc #284048: Click preview link for longer preview.
INCENTIVE BONUS AGREEMENT
-------------------------
THIS INCENTIVE BONUS AGREEMENT (the "Agreement"), made this day of
[ ], 2003 (the "Effective Date") is entered into by CollaGenex
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and [ ]
(the "Executive").
WHEREAS, the Company wishes to provide the Executive with additional
incentive during the term of this agreement, in order to fully develop growth
opportunities available to the Company; and
WHEREAS, the Executive desires to remain with the Company and to advance
the Company's position in the marketplace;
NOW, THEREFORE, in consideration of the mutual covenants and promises
284048
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CollaGenex
As referenced in this Incentive Bonus Agreement:
CollaGenex
Pharmaceuticals, – 10.1
INCENTIVE BONUS AGREEMENT
-------------------------
THIS INCENTIVE BONUS AGREEMENT (the "Agreement"), made this day of
[ ], 2003 (the "Effective Date") is entered into by CollaGenex
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and [ ]
(the "Executive").
WHEREAS, the Company wishes to provide the Executive with additional
incentive during the
_____________
COLLAGENEX PHARMACEUTICALS, – same Agreement.
- 3 -
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
COLLAGENEX PHARMACEUTICALS, INC. EXECUTIVE
By:
-------------------------------- --------------------------
Name: Brian Gallagher
Title: Chief Executive Officer
Dated: Dated:
----------------------------- --------------------
{/TEXT}
{/DOCUMENT}
_____________
dt 237221
| |