ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(a), (b), (d) and (f) Not applicable.
(c) On June 17, 2009, OXiGENE, Inc. ("OXiGENE" or the "Company") announced that
Dr. Peter J. Langecker will join the Company as Executive Vice President and
Chief Development Officer, effective as of June 29, 2009.
Peter J. Langecker, M.D., Ph.D. served as Chief Medical Officer of DURECT
Corporation from May 2006 until June 2009. Prior to joining DURECT,
Dr. Langecker served as Chief Medical Officer and Vice President of Clinical
Affairs at Intarcia Therapeutics, Inc. from October 1999 to April 2006. Prior to
that, Dr. Langecker was Vice President of Clinical Affairs at Sugen, Inc. from
1997 to 1999, Vice President, Clinical Research at Coulter Pharmaceuticals from
1995 to 1997 and Director of Clinical Research, Oncology, at Schering-Plough
from 1992 to 1995. Previously, Dr. Langecker worked as a Project
Physician-Central Medical Advisor, Oncology at Ciba-Geigy (now Novartis) in
Basel, Switzerland. He received his M.D. degree and his doctorate in medical
sciences from the Ludwig-Maximilians University in Munich.
OXiGENE has entered into an employment agreement (the "Agreement") with
Dr. Langecker with respect to his service as its Executive Vice President and
Chief Development Officer. Pursuant to the Agreement, Dr. Langecker will
initially receive an annual base salary of $350,000 per year. In addition,
Dr. Langecker may be awarded an annual bonus of up to 40% of his then-current
annual base salary, at the sole discretion of OXiGENE, based on OXiGENE's
assessment of his and OXiGENE's performance. Dr. Langecker will also receive a
signing bonus in the amount of $70,000, subject to repayment in certain events.
Dr. Langecker will also receive, pursuant to the OXiGENE, Inc. 2005 Stock Plan,
options to purchase 250,000 shares of the Company's common stock at an exercise
price equal to the fair market value on the date of grant. The options shall
vest in equal annual installments over four years beginning on the first
anniversary of the grant date.
Dr. Langecker may terminate the Agreement upon written notice to OXiGENE.
OXiGENE may also terminate the Agreement without prior written notice for cause,
as defined in the Agreement, as long as, in certain circumstances, it gives
Dr. Langecker a minimum period of 30 days to cure the act or omission
constituting cause, if reasonably subject to cure, as described in the
Agreement. If Dr. Langecker's employment is terminated by OXiGENE for cause, or
by Dr. Langecker without good reason, as defined in the Agreement, OXiGENE will
pay to Dr. Langecker the amount of accrued obligations to Dr. Langecker as of
the date of such termination, consisting of accrued and unpaid salary, value of
accrued vacation days, amount of unreimbursed and incurred expenses, and the
annual bonus related to the most recently completed calendar year, if not
already paid.
If Dr. Langecker's employment is terminated by OXiGENE other than for cause or
Dr. Langecker's disability, OXiGENE will pay to Dr. Langecker the accrued
obligations, as described above, an amount equal to 12 months of his
then-current base salary, payable on OXiGENE's normal paydays, and will also pay
premiums pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985,
or COBRA, should Dr. Langecker timely elect and be eligible for COBRA coverage,
for Dr. Langecker and his immediate family for 12 months,
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provided that OXiGENE shall have no obligation to provide such coverage if
Dr. Langecker becomes eligible for medical and dental coverage with another
employer.
If Dr. Langecker's employment is terminated by OXiGENE, other than for cause or
Dr. Langecker's disability, within one year following a change in control of the
Company, as defined in the Agreement, or by Dr. Langecker with good reason
within one year following a change in control of the Company, OXiGENE will pay
to Dr. Langecker the accrued obligations, as described above, an amount equal to
12 months of his then-current base salary, and will also pay COBRA premiums for
a period of 12 months on the same conditions as described above. In addition,
all of Dr. Langecker's unvested equity compensation outstanding on the date of
termination shall vest and remain exercisable in accordance with the terms of
the applicable plan and the related agreements. Dr. Langecker has also agreed
not to engage in activities competitive with the Company during his employment
and for a 12 month period following the termination of his employment.
OXiGENE has also entered into a Confidentiality and Inventions Agreement with
Dr. Langecker.
(e) The disclosure provided under Item 5.02(c) above is incorporated herein by
reference.
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