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| SGEN > SEC Filings for SGEN > Form 8-K on 23-Feb-2012 | All Recent SEC Filings |
23-Feb-2012
Change in Directors or Principal Officers, Amendment or Waiver to Code o
(b),(e) On February 23, 2012, Seattle Genetics, Inc., (the "Company") and Bruce J. Seeley, the Company's Executive Vice President, Commercial, entered into a Severance and Release Agreement effective February 23, 2012 (the "Agreement"), providing for the termination of Mr. Seeley's employment on March 1, 2012 (the "Termination Date"). Pursuant to the Agreement, Mr. Seeley will receive a lump sum payment equal to twelve (12) months of his current base salary plus a cash bonus for 2012 equal to 35% of his current base salary pro-rated for the length of his employment during 2012. In addition, the vesting of Mr. Seeley's equity awards to purchase shares of the Company's common stock will accelerate as if Mr. Seeley's employment had continued for a period of twelve (12) months from the Termination Date. The Company will also pay COBRA benefits through March 1, 2013 for Mr. Seeley. The above description of the terms of the Agreement is a summary and is qualified in its entirety by the terms of the Agreement, which is filed with this report as Exhibit 10.1 and its contents are incorporated by reference into this Item 5.02.
(e) 2012 Senior Executive Annual Bonus Plan. On February 16, 2012, the Board of Directors of the Company (the "Board"), upon the recommendation of the Compensation Committee of the Board, approved the 2012 Senior Executive Annual Bonus Plan (the "Plan"), an incentive compensation program, which is designed to motivate, retain and reward the Company's executive officers based on the achievement of specified Company and individual goals. The Compensation Committee administers the Plan. Participants eligible under the Plan are those executives at the Vice President level or higher (each a "Participant"), including the following "named executive officers" (as defined under applicable securities laws): Clay B. Siegall, Todd E. Simpson, Thomas C. Reynolds and Eric L. Dobmeier. The amount of a Participant's bonus is based on a target percentage of such Participant's annual base pay as of the date of payment of the bonus, which target percentages have been determined by the Compensation Committee. The target percentage for Dr. Siegall is sixty percent (75%), Mr. Dobmeier's is fifty percent (50%), and Mr. Simpson's and Dr. Reynolds' target percentage is forty-five percent (45%). Under the Plan, this target percentage is then adjusted, generally based 50% on the Company's performance and 50% on the individual Participant's performance as determined by the Compensation Committee, except for members of the Company's Executive Committee (which include Mr. Simpson and Dr. Reynolds), in which case the percentage adjustment is based 60% on the Company's performance and 40% on the individual Participant's performance. Additionally, Mr. Dobmeier's percentage adjustment is based 80% on the Company's performance and 20% on individual performance, and Dr. Siegall's final performance percentage will be determined by the Compensation Committee it its sole discretion. The corporate performance measures under the Plan for 2012 are primarily based on the initiation of clinical trials of ADCETRIS, achievement of commercial objectives and submission for marketing approval in Canada of ADCETRIS, as well as development and clinical activities related to our other product candidates. Additional goals include hiring and retention goals, strategic objectives and stock performance. The Company's achieved performance percentage and/or the individual achieved Participant performance percentage may exceed 100% in the event the Company and/or the Participant exceed the predetermined goals (provided that neither percentage may exceed 150%), which could result in the payment of cash bonuses under the Plan at a level above target. The Plan is effective for the Company's 2012 calendar year and expires on December 31, 2012 (with any bonus payments under the Plan to be made by February 15, 2013). The above description of the terms of the Plan is a summary and is qualified in its entirety by the terms of the Plan, which is filed with this report as Exhibit 10.2 and its contents are incorporated by reference into this Item 5.02.
On February 16, 2012, the Board amended and restated the Company's Code of
Ethics. The Code of Ethics, which applies to all of the Company's directors,
officers and employees, was amended and restated to, among other things,
(a) emphasize the applicable laws and our guidelines governing interactions with
government officials, health-care professionals, customers, suppliers, consumers
and other third parties, (b) clarify our expectations regarding employee and
manager compliance with and enforcement of the
(d) Exhibits.
10.1 Severance and Release Agreement by and between the Company and Bruce J. Seeley effective February 23, 2012.
10.2 Seattle Genetics, Inc. 2012 Senior Executive Annual Bonus Plan.
14.1 Seattle Genetics, Inc. Code of Ethics, as amended and restated on February 16, 2012.
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