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base salary for achievement of reasonable performance-related goals and milestones. In the event Mr. Creech is terminated without cause or for good reason (as these terms are defined in the employment agreement), he is entitled to receive: (i) continued payment of his base salary as then in effect for a period of nine months following the date of termination; (ii) immediate vesting of 50% of any unvested options previously granted by the Company to him, in addition to a 24-month period after termination to exercise any and all of his vested options to purchase the Company's common stock; and (iii) continued health and dental benefits paid by the Company until the earlier of nine months after termination or the time that Mr. Creech obtains employment with reasonably comparable or better health and dental benefits. Additionally, if Mr. Creech's employment is terminated without cause or for good reason within the 12-month period following a change of control (as the term is defined in the employment agreement), then, in addition to the severance obligations due to Mr. Creech as described above, 50% of any then-unvested options previously granted by the Company will vest upon the date of such termination. Compensation for the Named Executive Officers in 2011 and 2010 The compensation earned by the Named Executive Officers for the years ended December 31, 2011 and 2010 was as follows:
Nonqualified Deferred Compensation Earnings
Name and Principal Position Gail S. Page Director, President and Chief Executive Officer Sandra A. Gardiner Vice President and Chief Financial Officer Eric T. Fung, M.D., Ph.D. Senior Vice President and Chief Science Officer William Creech Vice President of Sales and Marketing Ashish Kohli, CFA Vice President of Corporate Strategy
Year
Salary
Bonus
Option Awards
All Other (11) Compensation $ 22,281 (4) 3,024,231 476 6,325 (7) 11,000
(5) (4)
Total $ 1,627,703 6,727,154 368,442 285,206 863,600 1,317,068 327,027 234,413 306,344 127,675
2011 $ 385,000 $ 2010 346,699 2011 2010 2011 2010 2011 2010 2011 2010 224,793 150,334 256,870 252,417 214,236 146,798 240,000 61,042
$ 1,085,946 $ 76,726 $ (3) 2,981,400 195,697 17,763 67,122 (6) 88,184 21,686 7,590 125,410 68,502 533,283 836,030 56,705 32,194 29,382 5,879
(8)
(1)
Represents non-cash, equity-related compensation. More information regarding these awards is included the Compensation Discussion and Analysis as well as in Note 10 to our Annual Report on Form 10-K for the year ended December 31, 2011. (2) Amount represents performance bonus for fiscal year 2011 and 2010. (3) Represents non-cash, equity-related compensation determined as of the date of grant for restricted stock awards pursuant to the Debtor's Incentive Plan and included in the Company's financial statements for 2011 and 2010. Because the fair value of the Company's common stock fell significantly from the date of grant to the date of issuance, the taxable income related to these restricted stock awards was significantly lower than the amounts included in our financial statements. In the Company's 2011 Proxy, the amount included in the Compensation Table was the taxable income reported also in the 2011 "Options Exercised and Stock Vested" table, rather than the non-cash, equity related compensation included herein. In 2011, includes $993,780 from Debtor's Incentive Plan and $92,166 for 2011 Restricted Stock Awards (4) In 2011, represents tax gross-up payments on stock awards of $21,709 and $572 for insurance premiums. In 2010, includes Debtor Incentive Plan cash distribution of $3,000,000, consulting income of $23,660 and Cobra payment of $571. (5) Includes Dr. Fung's consulting income of $5,825. (6) Represents Dr. Fung's restricted stock awards pursuant to our emergence from bankruptcy. (7) Represents Dr. Fung's consulting income. (8) Includes Mr. Creech's car allowance of $6,900. (9) Represents Mr. Creech's car allowance. (10) Represents Mr. Kohli's consulting income. (11) All Other Compensation also includes Company paid insurance premiums of less than $1,000.
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