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10-K/A - AMENDMENT TO FORM 10-K - OSI PHARMACEUTICALS INCy84221e10vkza.htm
EX-31.1 - EX-31.1 - OSI PHARMACEUTICALS INCy84221exv31w1.htm
EX-31.2 - EX-31.2 - OSI PHARMACEUTICALS INCy84221exv31w2.htm
Exhibit 10.60
Compensatory Arrangements for Executive Officers
     The Compensation Committee (the “Committee”) of the Board of Directors of OSI Pharmaceuticals, Inc. (“OSI” or the “Company”) approved the 2010 salaries and 2009 cash bonuses for OSI’s named executive officers (the “NEOs”) for fiscal year 2009. The following table sets forth the annual base salary level of such NEOs for 2010 and the 2009 cash bonuses for each such officer:
                 
Name and Position   2010 Base Salary     2009 Bonus  
Colin Goddard, Ph.D.
  $ 700,000     $ 608,000  
Chief Executive Officer
               
 
               
Pierre Legault
  $ 475,000     $ 274,860 (1)
Executive Vice President, Chief Financial Officer and Treasurer
               
 
               
Gabriel Leung
  $ 464,000     $ 218,400 (1)
Executive Vice President and President, Pharmaceutical Business
               
 
               
Robert L. Simon
  $ 423,000     $ 217,700 (1)
Executive Vice President, Pharmaceutical and Technical Operations
               
 
               
Linda E. Amper, Ph.D.
  $ 325,000     $ 135,500 (1)
Senior Vice President, Human Resources
               
 
               
Anker Lundemose, M.D., Ph.D., D. Sc.
  £ 241,000     £ 115,280  
Executive Vice President, Corporate Development and Strategic Planning
               
 
               
 
(1)   2009 Bonus does not include the named executive officer’s Commitment Bonus as described below.
Cash Bonuses
     The 2009 bonus awards were computed in accordance with the Committee’s policy of awarding annual bonuses for executive officers as disclosed in the Compensation Discussion and Analysis section of the 2009 Proxy. The bonus awards were paid out in February 2010 based on individual and corporate performance measurers considered in December 2009 and February 2010, respectively. OSI has established a discretionary annual cash bonus program for all of its employees, including its executive officers. The bonus targets, which are a percentage of base salary, for all of its executive officers are based upon their respective grade levels. The amount of bonus actually paid to its employees, including the executive officers (other than OSI’s CEO), is a function of the corporate and individual performance measures. The CEO’s bonus is based entirely on corporate performance measures. Consistent with its compensation objectives, a larger portion of the bonuses for OSI’s executive officers is tied to corporate performance as compared to individual performance. In addition, the performance of their respective department(s) or function group(s) is the largest component in measuring the individual performance for executive officers (other than the CEO).
     The actual amount of the bonuses paid to its executive officers, including the CEO, varies depending upon the Company’s performance (which is 80% of the total bonus) and, for executive officers other than the CEO, CFO and Dr. Amper, such executive officers’ individual performance (which is 20% of the total bonus). The CFO’s bonus is comprised of 85% Company performance and 15% individual performance and Dr. Amper’s bonus is comprised of 75% Company performance and 25% individual performance. The corporate component has ranged between 80% and 150% of the corporate component target and the individual performance component has ranged between approximately 80% and 150% of the individual performance component target depending upon an executive’s individual performance rating. In 2009, the Committee set the corporate component at 95% for all executive officers, including the CEO. The individual component of the annual cash bonus is based on the

 


 

executive officer’s individual performance rating, determined in the manner discussed above. For 2009, the individual performance component of the annual cash bonus was set between approximately 100% and 200% for executive officers who received one of the top three performance ratings.
     The bonus targets for the named executive officers are either set in accordance with their employment agreements or are based upon their respective grade levels. The 2010 bonus targets (which represent a percentage of base salary) for the named executive officers are as follows:
     
Name   Target
Colin Goddard, Ph.D.
  100%
Pierre Legault
  55%
Gabriel Leung
  50%
Robert L. Simon
  50%
Linda E. Amper, Ph.D.
  40%
Anker Lundemose, M.D., Ph.D., D. Sc.
  50%
Equity Awards
     OSI grants equity awards of stock options, restricted stock, restricted stock units and/or deferred stock units to certain employees under its Amended and Restated Stock Incentive Plan. Most of its employees, including its executive officers, receive an annual equity grant in December. The total amount of equity to be granted is initially determined by the CEO in consultation with the Senior Vice President of Human Resources, and then recommended to the Committee for approval. Equity awards for 2009 were made as a mix of stock options and restricted stock units.
Commitment Bonuses and Retention Benefits Related to the Consolidation and Relocation of our U.S. Facilities
     In July 2009, the Committee approved the award of commitment bonuses to all of the Company’s eligible U.S. facility-based employees who agreed in writing to relocate to our new facility in Ardsley, New York. Under the terms of the commitment bonuses, each employee who executed a commitment letter by October 1, 2009 received a lump sum payment ranging from four to six months of such employee’s 2009 base salary, which varied by employee grade level and other retention considerations. The commitment letter requires that the employee repay 100% of the commitment bonus if his or her employment terminates voluntarily or for cause on or prior to September 30, 2010 and 50% of the commitment bonus if his or her employment terminates voluntarily or for cause after October 1, 2010 but before September 30, 2011. The commitment bonus is not subject to repayment after September 30, 2011. Messrs. Legault, Leung, and Simon and Dr. Amper each executed a commitment letter and received a commitment bonus equal to six months of their respective 2009 base salaries. Dr. Goddard elected to forgo such commitment bonus. Messrs. Leung and Simon and Dr. Amper also have the right to receive relocation benefits under the Company’s standard relocation package for employees with respect to the new facility.
Perquisites
     OSI provides very few perquisites to its executive officers. Certain of its named executive officers receive a reimbursement of relocation expenses and legal fees.

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