UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 10, 2010
Idenix Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or Other Juris- diction of Incorporation |
000-49839 (Commission File Number) |
45-0478605 (IRS Employer Identification No.) |
60 Hampshire Street Cambridge, MA (Address of Principal Executive Offices) |
02139 (Zip Code) |
Registrants telephone number, including area code: (617) 995-9800
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
At a meeting of the Compensation Committee of the Board of Directors (the Committee) of
Idenix Pharmaceuticals, Inc. (the Company) held on February 9, 2010, the Committee authorized the
payment of annual bonus and equity awards to the Companys executive officers identified below for
services rendered during the year ended December 31, 2009.
Additionally, the Committee approved annual base salaries and targets for cash bonus and
equity incentives for 2010 for each of these executive officers. The Committee proposed a
recommendation to the Companys Board of Directors (the Board) regarding annual bonus and equity
awards for services rendered during 2009 for Jean-Pierre Sommadossi, the Companys Chairman of the
Board, President and Chief Executive Officer, and his base salary and targets for cash bonus and
equity incentives for 2010.
At a meeting of the Board held on February 10, 2010, the Board authorized the payment of an
annul bonus award and the grant of the equity award to Dr. Sommadossi for services rendered during
the year ended December 31, 2009 and approved his annual base salary and targets for cash bonus and
equity incentives for 2010 based upon the Committees recommendation.
The Committee and the Boards respective determination were made following a comprehensive
review of the level of achievement of both corporate and individual performance goals for the year
ended December 31, 2009.
Identified below is the 2009 cash and equity bonus awards and 2010 annual base salary, target
cash bonus and equity incentive data with respect to each of the Companys named executive
officers (as used in Instruction 4 to Item 5.02 of Form 8-K). For each named executive officer,
other than Dr. David Standring, the 2010 annual base salary and target bonus (as a percentage of
base salary) did not increase from his respective 2009 annual base salary upon the recommendation
of management. Dr. Standrings annual base salary increased by 4% and his target bonus as a
percentage of base salary increased from 35% to 40%. For each named executive officer, the 2009
cash bonus was based on the Companys performance of corporate goals related to preclinical,
clinical, regulatory and financial targets. In addition to these corporate goals, which were
applicable to all of the Companys executive officers, individual performance goals specific to
each executive officer were also considered.
Each executive officer named below is a party to an employment agreement or written employment
arrangement with the Company. These agreements and arrangements have been filed as exhibits to the
Companys annual and quarterly reports on file with the Securities and Exchange Commission. These
agreements and arrangements provide for the annual payment of bonuses in a range from zero to 200%
of the target amount (which is expressed as a percentage of salary), dependent upon achievement of
the previously determined performance goals. The bonus targets for each officer were established
in the respective employment agreements and arrangements. To the extent that such bonus targets
increase, the newly increased bonus target amount becomes the minimum bonus target amount for all
future periods remaining during the term of the employment agreement or arrangement.
2009 | 2010 | |||||||||||||||||||
Target | Target | |||||||||||||||||||
Option | Bonus (% | Option | ||||||||||||||||||
Grant | of base | Award | ||||||||||||||||||
Named Executive Officer | Cash Bonus | (shares)(1) | Base Salary | salary) | (shares) | |||||||||||||||
Jean-Pierre Sommadossi Chairman of the Board, President and Chief Executive Officer |
$ | 400,000 | 400,000 | (2) | $ | 580,000 | 60 | % | 400,000 | |||||||||||
Ronald Renaud Chief Financial Officer and Treasurer |
175,000 | 100,000 | (3) | 350,000 | 50 | % | 110,000 | |||||||||||||
Douglas Mayers Executive Vice President and Chief Medical Officer |
140,000 | 40,000 | (3) | 330,000 | 50 | % | 60,000 | |||||||||||||
David Standring Executive Vice President, Biology |
105,000 | 50,000 | (3) | 270,000 | 40 | % | 50,000 | |||||||||||||
John Weidenbruch Executive Vice President, General Counsel |
140,000 | 100,000 | (3) | 324,450 | 40 | % | 90,000 |
(1) | The options were granted on February 10, 2010 pursuant to our stock incentive plans and are evidenced by stock option agreements that have been approved by the Compensation Committee. The terms and conditions of these awards are substantially consistent with those granted to other employees of Idenix, except for the period over which the options awarded to the CEO vest and the provisions related to option vesting in the event of a change of control or, in some circumstances, termination of employment. These terms and conditions are set forth in the employment agreements or arrangements between the Company and the respective officer. | |
(2) | The option vests over a five-year period with 25% of the shares vesting on February 10, 2011, and the remaining 75% vesting in 48 equal monthly installments beginning February 28, 2011. | |
(3) | The option vests in 48 equal monthly installments beginning on February 28, 2010. |
Additional information regarding compensation of executive officers will be included in Idenixs
proxy statement to be filed in connection with its Annual Meeting of stockholders to be held on
June 3, 2010.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Idenix Pharmaceuticals, Inc. |
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Date: February 16, 2010 | By: | /s/ John F. Weidenbruch | ||
Name: | John F. Weidenbruch | |||
Title: | Executive Vice President and General Counsel | |||