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EX-10.1 - PDL BIOPHARMA, INC. | v209090_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): January 20,
2011
PDL
BioPharma, Inc.
(Exact
name of Company as specified in its charter)
000-19756
(Commission
File Number)
Delaware
|
94-3023969
|
|
(State
or Other Jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
|
Incorporation)
|
932
Southwood Boulevard
Incline
Village, Nevada 89451
(Address
of principal executive offices, with zip code)
(775)
832-8500
(Company’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company 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))
|
¨
|
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 Certain Officers; Compensatory Arrangements of Certain
Officers.
2011
Annual Bonus Plan
On
January 20, 2011, the Board of Directors (the “Board of Directors”) of PDL
BioPharma, Inc. (the “Company”), upon the recommendation of its Compensation
Committee (the “Compensation Committee”), approved a cash bonus plan for its
employees working 30 hours per week or more for fiscal year 2011 (the “2011
Annual Bonus Plan”).
Bonuses
under the 2011 Annual Bonus Plan will be determined by reference to 2011
corporate performance against the Company’s 2011 corporate goals approved by the
Board of Directors and by reference to 2011 individual performance against the
2011 individual goals approved by the Compensation Committee. The corporate and
individual performance determinations are then weighted for each named executive
officer.
The
target bonus percentages (previously approved by the Compensation Committee and
disclosed in December 2010) and the maximum bonus percentage of the named
executive officers’ annual average W-2 compensation and the weighting of
corporate and individual goals that will be used to determine each of our named
executive officers’ fiscal year 2011 bonuses are set forth in the chart
below:
Name
|
|
Title
|
|
Target
Bonus
|
Maximum
Bonus
|
Ratio
of 2011
Corporate
Goals/
2011
Individual
Goals
|
John
P.
McLaughlin
|
|
President and
Chief
Executive
Officer
|
|
70%
|
105%
|
100%/0%
|
Christine
R.
Larson
|
|
Vice
President and Chief
Financial
Officer
|
|
50%
|
75%
|
75%/25%
|
Christopher
Stone
|
Vice
President, General
Counsel
and Secretary
|
50%
|
75%
|
75%/25%
|
For
fiscal year 2011, the Compensation Committee will review the 2011 corporate
goals at mid-year to assure that the goals continue to reflect the Company’s
priorities. If needed, the Compensation Committee will recommend to the Board of
Directors such changes that the Compensation Committee deems appropriate. The
2011 corporate goals and their relative weight are set forth in the chart
below:
2011
Corporate Goal
|
|
Weight
|
Optimize
Value of Patent Estate
|
|
65%
|
Implement
Corporate Strategy & Business Development
|
|
20%
|
Manage
Risk and Maintain Capital Structure within Guidelines
|
|
10%
|
Enhance
Investor Relations
|
|
5%
|
Total
|
|
100%
|
Goals for
2011 for our vice president and chief financial officer include: (1) prepare
2011 budget and dividend/share repurchase strategy; (2) hire new VP of Finance
and Principal Accounting Officer and assure smooth transition; (3) restructure
capital/debt; (4) implement investor outreach program; (5) support asset
purchase opportunities; and (6) successful management of any
audits.
Goals for
2011 for our vice president, general counsel and secretary include: (1) manage
EPO appeal; (2) manage litigation with MedImmune; (3) manage litigation with
Roche/Genentech; (4) manage any other disputes; and (5) perform diligence for
asset purchase opportunities.
The 2011
Annual Bonus Plan requires that our chief executive officer conduct the
performance reviews of our other named executive officers, which are then
reviewed and approved by our Compensation Committee. Following these
assessments, our Compensation Committee will then determine the amount of bonus
for our other named executive officers. The performance of our chief executive
officer is determined by our Compensation Committee based on the Company’s
achievement of the established 2011 corporate goals.
The
summary of the 2011 Annual Bonus Plan set forth herein is qualified in its
entirety to the full text of the 2011 Annual Bonus Plan which is filed as
Exhibit 10.1 hereto and is incorporated by reference.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No.
|
Description
|
|
10.1
|
PDL
BioPharma, Inc. 2011 Annual Bonus
Plan
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
PDL
BIOPHARMA, INC.
(Company)
|
|||
|
By:
|
/s/ Christopher Stone | |
Christopher Stone | |||
Vice President, General Counsel and Secretary | |||
Dated: January
26, 2011
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
|
10.1
|
PDL
BioPharma, Inc. 2011 Annual Bonus
Plan
|