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| SYMX > SEC Filings for SYMX > Form 8-K on 2-Apr-2009 | All Recent SEC Filings |
2-Apr-2009
Entry into a Material Definitive Agreement
foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the letter agreement for Mr. Kelly, which is attached
as Exhibit 10.5 hereto and incorporated by reference herein in its entirety.
The form of option grant for the awards to Messrs. Rigdon and Kelly, as well
as all other awards under the Company's Amended and Restated 2005 Incentive
Plan, as amended, is attached as Exhibit 10.8 hereto and incorporated by
reference herein in its entirety.
In connection with the departure of Messrs. Vail and Eichinger, each of them
entered into a Separation Agreement and Release with the Company (each, a
"Release"), whereby (i) their respective employment agreements with the Company
were terminated, subject to the continued enforcement of the provisions relating
to non-competition and confidentiality, (ii) they entered into mutual releases,
(iii) their Indemnification Agreements with the Company, each dated August 13,
2008, survived the termination of the employment agreement; (iv) they were
granted reimbursement of their payment of their COBRA premiums through (a) the
one year anniversary of the termination or (b) until they are eligible to
participate in the health insurance plan of another employer, whichever is
sooner; and (v) they were granted a new option grant in satisfaction of their
2008 bonuses and a right to participate in the Company's option exchange
program. In the case of Mr. Vail, he was provided with a fully vested option
grant to acquire 68,182 shares of common stock at an exercise price of $0.66 per
share, in satisfaction of his bonus earned during the year ended December 31,
2008. In addition, as part of the previously discussed option exchange program,
Mr. Vail exchanged all of his option grants outstanding on March 31, 2009 for a
new fully vested option grant to acquire 960,000 shares of common stock at an
exercise price of $0.66 per share. In the case of Mr. Eichinger, he was provided
with a fully vested option grant to acquire 68,182 shares of common stock at an
exercise price of $0.66 per share, in satisfaction of his bonus earned during
the year ended December 31, 2008. In addition, as part of the option exchange,
Mr. Eichinger exchanged all of his option grants outstanding on March 31, 2009
for a new fully vested option grant to acquire 700,000 shares of common stock at
an exercise price of $0.66 per share. The form of option grant for the awards to
Messrs. Vail and Eichinger, as well as all other awards under the Company's
Amended and Restated 2005 Incentive Plan, as amended, is attached as
Exhibit 10.8 hereto and incorporated by reference herein in its entirety.
The foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the Separation Agreement and Release of each of
Mr. Vail and Mr. Eichinger, which are attached as Exhibits 10.6 and 10.7 hereto,
respectively, and incorporated by reference herein in their entirety.
Item 1.02 Termination of a Material Definitive Agreement.
The text set forth in Item 1.01 regarding the termination of the employment
agreements of Timothy E. Vail and David Eichinger, and the terms and conditions
of each Severance Agreement and Release with the Company, is incorporated into
this Item 1.02 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The text set forth in Item 1.01 regarding the Company's management changes,
the Severance Agreement and Release of each of Mr. Vail and Mr. Eichinger, and
the amendments
to the employment agreements of Mr. Rigdon and Mr. Kelly is incorporated into
this Item 5.02 by reference.
Additionally, effective March 31, 2009, Lorenzo Lamadrid, Michael Storey,
Denis Slavich and Harry Rubin, all of whom are directors of the Company,
participated in the Company's option exchange program.
Prior to the exchange, Mr. Lamadrid had a grant of options to acquire 50,000
shares which vested in four equal installments, with the first installment
vesting on the date of grant and the remainder vesting annually over the next
three years at an exercise price of $2.50 per share. As a result of the
exchange, Mr. Lamadrid received a grant options to acquire 25,000 shares on the
same time based vesting schedule as the prior grant at an exercise price of
$0.66 per share.
Prior to the exchange, Mr. Slavich had (i) a grant of options to acquire
50,000 shares which vested in four equal installments, with the first
installment vesting on the date of grant and the remainder vesting annually over
the next three years at an exercise price of $2.50 per share and (ii) a grant of
options to acquire 200,000 shares which vested in five equal installments, with
the first installment vesting on the date of grant and the remainder vesting
annually over the next four years at an exercise price of $3.00 per share. As a
result of the exchange, Mr. Slavich received grants of options to acquire 25,000
shares and 100,000 shares, respectively, on the same time based vesting schedule
as the prior grants at an exercise price of $0.66 per share.
Prior to the exchange, Mr. Storey had (i) a grant of options to acquire
50,000 shares which vested in four equal installments, with the first
installment vesting on the date of grant and the remainder vesting annually over
the next three years at an exercise price of $2.50 per share and (ii) a grant of
options to acquire 200,000 shares which vested in five equal installments, with
the first installment vesting on the date of grant and the remainder vesting
annually over the next four years at an exercise price of $3.00 per share. As a
result of the exchange, Mr. Storey received grants of options to acquire 25,000
shares and 100,000 shares, respectively, on the same time based vesting schedule
as the prior grants at an exercise price of $0.66 per share.
Prior to the exchange, Mr. Rubin had grants of options to acquire 160,000
shares and 40,000 shares, each of which vested in five equal installments, with
the first installment vesting on the date of grant and the remainder vesting
annually over the next four years at exercise prices of $6.25 and $6.00,
respectively, per share. As a result of the exchange, Mr. Rubin received grants
of options to acquire 80,000 shares and 20,000 shares, respectively, on the same
time based vesting schedule as the prior grants at an exercise price of $0.66
per share for each grant.
In addition, effective March 31, 2009, the Board, and the compensation
committee thereof approved a new compensation plan for the members of the Board.
Previously, independent, non-executive directors, other than Lorenzo Lamadrid,
received a quarterly cash payment of $1,500 for their service on the Board.
Under the new plan approved by the Board, and in lieu of the prior cash fees,
(i) non-executive directors who serve as chair of a Board committee will receive
an annual grant of stock options with an aggregate value of $100,000 and
(ii) all other non-executive directors will receive an annual grant of stock
options with an aggregate value of $90,000, in each case based on a fair market
valuation and the exercise price in the grant, while non-independent, executive
directors will continue to receive no compensation for their service on the
Board. The options shall vest as to 25% of the shares on each of the first four
anniversary dates after the date of the grant, beginning on the first
anniversary of the grant and the exercise price shall be determined based on the
closing price on
the date of the grant. The initial grants were made effective March 31, 2009 at
an exercise price of $0.66 per share. There were no other changes to the Board
compensation structure.
The form of option grant for the awards to the directors, as well as all
other awards under the Company's Amended and Restated 2005 Incentive Plan, as
amended, is attached as Exhibit 10.8 hereto and incorporated by reference herein
in its entirety.
Item 7.01 Regulation FD Disclosure.
In accordance with General Instruction B.2. of Form 8-K, the information
presented under this Item 7.01 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as expressly set forth by specific reference in such a
filing.
On March 31, 2009, the Company issued a press release announcing, among other
things, the management changes described in Items 1.01 and 5.02 of this Current
Report on Form 8-K. A copy of the press release is furnished herewith as
Exhibit 99.1.
Item 8.01 Other Events
On March 31, 2009, the Company issued a press release announcing, among other
things, the management changes described in Items 1.01 and 5.02 of this Current
Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of business acquired
None.
(b) Pro Forma Financial Information
None.
(c) Shell Company Transactions
None.
(d) Exhibits
10.1 Employment Agreement between the Company and Robert Rigdon dated March 14, 2008 (incorporated by reference herein to Exhibit 10.1 to the Company's Current Report on Form 8-K dated November 12, 2008).
*10.2 Letter Agreement between the Company and Robert Rigdon dated March 31, 2009.
10.3 Employment Agreement between the Company and Kevin Kelly dated October 16, 2008 (incorporated by reference herein to Exhibit 10.2 to the Company's Current Report on Form 8-K dated November 12, 2008).
10.4 Letter Agreement between the Company and Kevin Kelly dated January 9, 2009 (incorporated by reference herein to Exhibit 10.2 to the Company's Current Report on Form 8-K dated January 14, 2009).
*10.5 Letter Agreement between the Company and Kevin Kelly dated March 31, 2009.
*10.6 Separation Agreement and Release between the Company and Timothy E.
*10.7 Separation Agreement and Release between the Company and David Eichinger dated effective March 31, 2009.
* = Filed herewith
** = Furnished herewith
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