Attached files
| file | filename |
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| EX-10.1 - SEPARATION AND GENERAL RELEASE AGREEMENT - NEKTAR THERAPEUTICS | v206570_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 23, 2010
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-24006
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94-3134940
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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455
Mission Bay Boulevard South
San
Francisco, California 94158
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (415) 482-5300
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:
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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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(b) On
December 23, 2010, Bharatt
M. Chowrira, who serves as Senior Vice President and Chief Operating Officer of
Nektar Therapeutics, a Delaware corporation (the "Company"), agreed with the
Company that he would depart from the Company on January 3, 2011 (the
"Departure Date"). In connection with his departure, Mr. Chowrira
entered into a Separation and General Release Agreement with the Company (the
"Separation Agreement"). The Separation Agreement provides for the
following severance
benefits which are substantially in accordance with the severance benefits
provided in Mr. Chowrira’s offer letter agreement dated December 1, 2008:
(i) the Company will pay Mr. Chowrira a lump sum severance payment of
$600,000, as well as monthly severance payments of $36,533 for up to 6 months
(unless he commences employment with another employer prior to the expiration of
this 6-month period), less all applicable withholdings and standard deductions;
(ii) the Company will be responsible for 12 months of COBRA continuation
coverage for Mr. Chowrira and his eligible dependents (unless he commences
employment with another employer prior to the expiration of this 12-month
period); (iii) Mr. Chowrira’s stock options, to the extent outstanding and
vested as of the Departure Date, will generally remain exercisable for 18 months
following the Departure Date; (iv) Mr. Chowrira covenants not to solicit
the Company's employees for a period of 12 months following the Departure Date;
and (v) Mr. Chowrira provides a general release of all claims,
obligations and liabilities against the Company and its
affiliates. The summary of the Separation Agreement set forth above
is qualified in its entirety by reference to the Separation Agreement, a copy
which is filed with this filing as Exhibit 10.1 and is incorporated herein by
reference.
(e) Reference
is made to Item 5.02(b) with respect to the description of compensatory
arrangement related to the departure of Mr. Chowrira, which description is
incorporated by reference into this Item 5.02(e) in its
entirety.
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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
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No.
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Description
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10.1
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Separation
and General Release Agreement between Nektar Therapeutics and Bharatt M.
Chowrira, Ph.D., J.D., dated December 23,
2010.
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Pursuant
to the requirement 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.
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By:
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/s/ Gil M. Labrucherie
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Gil
M. Labrucherie
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General
Counsel and Secretary
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Date:
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December
30,
2010
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EXHIBIT
INDEX
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Exhibit
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No.
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Description
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10.1
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Separation
and General Release Agreement between Nektar Therapeutics and Bharatt M.
Chowrira, Ph.D., J.D., dated December 23,
2010.
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