Attached files
| file | filename |
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| EX-10.2 - DYAX CORP | v206347_ex10-2.htm |
| EX-10.1 - DYAX CORP | v206347_ex10-1.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): December 22,
2010
DYAX
CORP.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
000-24537
|
04-3053198
|
|
(State
or Other Jurisdiction of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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300
Technology Square
Cambridge,
MA 02139
(Address
of Principal Executive Offices) (Zip Code)
(617)
225-2500
(Registrant's
telephone number, including area code)
Not
Applicable
(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:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
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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
1.01. Entry
into a Material Definitive Agreement.
On
December 22, 2010, after review and approval by the Compensation Committee of
the Board of Directors, the Company entered into executive retention agreements
with each of its four executive officers, namely Gustav Christensen, President
and Chief Executive Officer; George Migausky, Executive Vice President and Chief
Financial Officer; Ivana Magovcevic-Liebisch, Executive Vice President Corporate
Development and General Counsel; and William Pullman, Executive Vice President
and Chief Research and Development Officer. These retention
agreements supersede and replace employment agreements previously executed
between the Company and each of these executives.
These retention agreements provide for severance
benefits in the event that the executive's employment is
terminated (i) by the Company at any time (before or after a change of control)
for any reason other than cause, death or disability, or (ii) by the
executive for good reason following a
change of control. The benefits provided to each executive under the retention agreements are summarized
below:
Termination Prior to a Change
in Control
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·
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The
Company shall continue to provide the executive with full
benefit coverage, including medical, dental and life insurance
coverage, for 18 months (for the Chief Executive
Officer) or for 9 months (for the other
executives);
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|
·
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The
Company shall continue to pay the executive's base salary for 18 months
(for the Chief Executive Officer) or for 9 months (for the other
executives);
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|
·
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The
Company shall pay the executive, in a lump sum, the pro-rata
portion of the
executive's performance bonus
earned, if any, through the date of termination (or, if not
determinable, then a pro-rata portion of the executive’s target bonus,
based upon the
number of calendar days the executive was employed during
the
fiscal
year in
which termination occurs);
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·
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All
of the executive's outstanding stock options that are unvested shall
continue to vest for 18 months (for the Chief Executive Officer) or for 9
months (for the other executives);
and
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·
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All
of the executive's outstanding stock options shall remain exercisable for
21 months (for the Chief Executive Officer) and 12 months (for the other
executives) but in no event beyond the maximum term of any stock
options.
|
Termination After a Change in
Control
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·
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The
Company shall continue to provide the executive with full benefit
coverage, including medical, dental and life insurance coverage,
for 18 months (for the Chief Executive Officer) or for 12 months (for all
other executives);
|
|
·
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The
Company shall pay the executive, in a lump sum (i) a pro-rata portion of
the executive’s target bonus, based upon the number of calendar
days the executive was employed during
such fiscal year, and (ii) 100% of the executive's base salary and
target bonus (or 150% in the case of the Chief Executive
Officer);
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·
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All
of the executive's outstanding stock options that are unvested shall vest
immediately; and
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·
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All
of the executive's outstanding stock options shall remain exercisable for
21 months (for the Chief Executive Officer) or for 15 months (for the
other executives) but in no event beyond the maximum term of any stock
options.
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2
Payment of the
above-described severance benefits is subject to the executive releasing all his or her
claims against the Company.
Each agreement provides for a
reduction of payments and benefits to be received by the executive pursuant to a change
of control to a level where the
executive would not be subject to the
excise tax pursuant to section 4999 of the Internal Revenue Code, but only if
such reduction would not put the executive in a worse after-tax
position than if the payments and benefits were paid in
full.
Each agreement continues in
effect for three years from its effective date, subject to automatic one-year
extensions thereafter unless one year prior notice is given of the Company’s intention not to extend the
term of the agreement; provided, however,
that in any event the agreement shall continue in effect for one year following
a change in control that occurs during the term of the
agreement.
This
summary is qualified in its entirety by reference to the forms of the agreement,
which are filed as exhibits to this Form 8-K and incorporated into this
description by this reference.
Item
9.01. Financial Statements and
Exhibits.
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(c)
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Exhibits.
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Exhibit No.
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Description
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10.1
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Executive
Retention Agreement dated as of December 22, 2010 between the Company and
Gustav Christensen.
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10.2
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Form
of Executive Retention Agreement for executive officers other than the
CEO.
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3
SIGNATURE
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.
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DYAX
CORP.
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||
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Dated:
December 23, 2010
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By:
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/s/ Ivana
Magovcevic-Liebisch
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Ivana
Magovcevic-Liebisch
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||
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Executive
Vice President Corporate Development
and
General Counsel
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4
EXHIBIT INDEX
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Exhibit No.
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Description
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|
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10.1
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Executive
Retention Agreement dated as of December 22, 2010 between the Company and
Gustav Christensen.
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10.2
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Form
of Executive Retention Agreement for executive officers other than the
CEO.
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5