2005 Executive Bonus and Stock Option Awards for Executive Officers

Summary

This document outlines the 2005 deferred bonus and stock option awards granted to executive officers of the company, as approved by the Compensation Committee. Bonuses and options are based on performance objectives and are subject to vesting schedules. Deferred bonuses vest 25% annually over four years and are payable in installments on the fourth and fifth anniversaries, with certain conditions for termination or forfeiture. Stock options also vest 25% annually over four years, have a ten-year term, and an exercise price of $7.56 per share.

EX-10.4 5 a5008244ex104.htm EXHIBIT 10.4 Exhibit 10.4
Exhibit 10.4

EXECUTIVE BONUS AND STOCK OPTION ARRANGEMENTS

Each year, the Compensation Committee of the Board of Directors determines whether to award our executive officers a deferred bonus, based on pre-established individual and corporate performance objectives, and also whether to award our executive officers stock options.

Listed below are the deferred bonuses and stock option grants awarded to our executive officers as approved by the Compensation Committee on October 4, 2005.

Executive Officer
 
2005
Deferred
Bonus
 
2005
Stock
Options
 
           
Harvey J. Berger, M.D.
Chairman of the Board of Directors, Chief Executive Officer and President 
   
--
   
150,000
 
Laurie A. Allen, Esq.
Senior Vice President, Legal and Business Development, Chief Legal Officer and Secretary 
 
$
110,000
   
60,000
 
Camille L. Bedrosian, M.D.
Vice President, Chief Medical Officer
 
$
110,000
   
70,000
 
David L. Berstein, Esq.
Senior Vice President, Chief Patent Counsel
 
$
110,000
   
60,000
 
Timothy P. Clackson, Ph.D.
Senior Vice President, Chief Scientific Officer
 
$
100,000
   
57,500
 
Edward M. Fitzgerald
Senior Vice President, Finance and Corporate Operations, Chief Financial Officer and Treasurer
 
$
110,000
   
60,000
 
John D. Iuliucci, Ph.D.
Senior Vice President, Chief Development Officer 
 
$
115,000
   
70,000
 

The deferred bonuses were granted under the terms of our 2005 Executive Compensation Plan, or the Compensation Plan. The deferred bonuses will vest 25% annually over four years and will be payable in installments on the fourth anniversary and fifth anniversary of the date of the grant, subject to later payment at the executive's election. Vesting and payment are subject to termination, distribution and forfeiture provisions as set forth in the Compensation Plan.

The stock options were granted under the terms of our Amended and Restated 2001 Stock Plan. The stock options have a term of ten years and vest 25% annually over four years. The exercise price is $7.56 per share, which was the closing price of our common stock on October 4, 2005.
 
 
 
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