Interim CEO Compensation Letter Agreement between Nektar Therapeutics and Robert B. Chess (February 24, 2006)
This agreement outlines the compensation terms for Robert B. Chess as interim President and CEO of Nektar Therapeutics from March 17, 2006, until a new CEO is appointed or June 30, 2006, whichever comes first. Mr. Chess will receive his regular annual compensation of $199,500, plus an additional $250,000 paid in three installments. He is also eligible for stock options and a restricted stock unit award, both subject to committee approval. The agreement specifies payment dates and vesting schedules for these equity awards.
Exhibit 4.1
February 24, 2006
Robert B. Chess
Chairman
Nektar Therapeutics
150 Industrial Road
San Carlos, CA 94070
Dear Rob,
This letter summarizes the compensation terms for your service as interim President and Chief Executive Officer of Nektar Therapeutics for the period beginning March 17, 2006 through the earlier of (i) the Company’s appointment of a new President and Chief Executive Officer and (ii) June 30, 2006 (the “Service Period”). Your compensation will remain at $199,500 on an annual basis, which includes your variable compensation. In consideration for your service as interim President and CEO during the Service Period, you will receive an additional $250,000 payable in three equal installments of $83,333 on March 17, 2006, March 17, 2007, and March 17, 2008.
Subject to the approval of the Organization and Compensation Committee, you will also be granted an option to purchase 37,500 shares of Common Stock under Nektar’s 2000 Equity Incentive Plan. The exercise price of your options will be set at the closing price of Nektar’s Common Stock on the last trading day immediately preceding the grant date of your option and the option will vest monthly over a period of one year with a vesting start date of March 17, 2006. Further, subject to the approval of the Organization and Compensation Committee, you will also be granted a Restricted Stock Unit Award of 18,750 shares which will vest in full on March 17, 2007.
Rob, we appreciate your service as Nektar’s interim President and CEO during this important transition period. I am also looking forward to working with you and the CEO Search Committee as we begin the process of locating Nektar’s new President and CEO.
Sincerely,
/s/ Michael A. Brown
Michael A. Brown
Chairman, Organization
and Compensation Committee
Nektar Therapeutics
Accepted and Agreed:
| /s/ Robert B. Chess | February 24, 2006 | |||||
| Robert B. Chess | Date |
