Attached files
| file | filename |
|---|---|
| EX-10.2 - LEXICON PHARMACEUTICALS, INC. | exhibit10_2.htm |
| EX-10.1 - LEXICON PHARMACEUTICALS, INC. | exhibit10_1.htm |
UNITED
STATES
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
Date
of Report (Date of earliest event
reported): February
15, 2010
Lexicon
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-30111
|
76-0474169
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
Number)
|
8800
Technology Forest Place
The
Woodlands, Texas 77381
(Address
of principal executive
offices
and Zip Code)
(281)
863-3000
(Registrant’s
telephone number,
including
area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
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□
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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(e) On
February 15, 2010, the Compensation Committee of our Board of Directors approved
2010 base salaries and a process for the determination of 2010 cash bonuses for
our named executive officers. The 2010 salary information and a
description of the 2010 cash bonus determination process is attached to this
current report on Form 8-K as Exhibit 10.1 and incorporated herein by
reference.
The
Compensation Committee also approved the payment of 2009 cash bonuses to our
named executive officers as described below:
|
Name and Position
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2009
Cash Bonus
|
|||
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Arthur
T. Sands, M.D., Ph.D.
President
and Chief Executive Officer
|
$ | 210,000 | ||
|
Alan
J. Main, Ph.D.
Executive
Vice President of Pharmaceutical Research
|
$ | 90,000 | ||
|
Jeffrey
L. Wade, J.D.
Executive
Vice President and General Counsel
|
$ | 90,000 | ||
|
Brian
P. Zambrowicz, Ph.D.
Executive
Vice President and Chief Scientific Officer
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$ | 120,000 | ||
|
James
F. Tessmer
Vice
President, Finance and Accounting
|
$ | 45,000 | ||
The
Compensation Committee also approved the grant of restricted stock unit (phantom
stock) awards to our named executive officers under our Equity Incentive
Plan. The right of our named executive officers to receive the shares
subject to such restricted stock awards vest upon the dosing of the first
patient in a pivotal human clinical trial in any country the results of which
could be used to establish safety and efficacy of a pharmaceutical product
discovered or developed by us (whether or not licensed by us to a third party)
as a basis for a New Drug Application with the U.S. Food and Drug Administration
or that would otherwise satisfy the requirements of 21 CFR 312.21(c) or its
foreign equivalent; provided that the right of
our named executive officers to receive the shares shall become fully vested
upon (i) the termination of the named executive officer’s employment by us
without cause or by the named executive officer for good reason following a
change in control of our company or (ii) the named executive officer’s death or
disability.
The form
of restricted stock unit agreement applicable to such restricted stock units is
attached to this current report on Form 8-K as Exhibit 10.2 and
incorporated herein by reference.
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Item
9.01
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Financial Statements and
Exhibits
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(d) Exhibits
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Exhibit No.
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Description
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10.1
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—
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Summary
of 2010 Named Executive Officer Cash Compensation
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10.2
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—
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Form
of Restricted Stock Unit Agreement with Officers under the Equity
Incentive Plan
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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 thereunto
duly authorized.
|
Lexicon
Pharmaceuticals, Inc.
|
||
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Date: February
19, 2010
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By:
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/s/
Jeffrey L.
Wade
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Jeffrey
L. Wade
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||
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Executive Vice President
and
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||
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General
Counsel
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Index
to Exhibits
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Exhibit No.
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Description
|
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10.1
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—
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Summary
of 2010 Named Executive Officer Cash Compensation
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10.2
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—
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Form
of Restricted Stock Unit Agreement with Officers under the Equity
Incentive Plan
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