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NLNK > SEC Filings for NLNK > Form 8-K on 21-Dec-2012All Recent SEC Filings

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Form 8-K for NEWLINK GENETICS CORP


21-Dec-2012

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Executive Officer Compensation and Equity Awards

On December 17, 2012, the Board (a) approved 401(k) contributions for the Company's named executive officers, and (b) approved 2012 bonuses for certain of the Company's "named executive officers."

401(k) Contributions

The Company's employees, including its executive officers, are eligible to participate in the Company's 401(k) plan (the "401(k) Plan"). The 401(k) Plan provides that each participant may contribute a portion of his or her pretax compensation. In addition, the Company provides an annual contribution of 3% of each participant's salary (the "Safe Harbor Contribution"). The Safe Harbor Contribution is capped at $7,500.00 per year. The Board also has the discretion to approve additional contributions to participants (the "Discretionary Contribution"). For 2012, the Board approved Discretionary Contribution amounts for named executive officers that, when added to the Safe Harbor Contributions, totaled 4.5% of each named executive officer's 2012 total compensation, which included 2012 salary and 2011 bonuses that were paid in 2012. The following table lists the 401(k) contributions that the Company made to its named executive officers for 2012:

Discretionary Safe Harbor Total 401(k) Percent of Total
Named Executive Officer Contribution Contribution Contribution Compensation Paid in
                                                                         2012
Dr. Charles J. Link, Jr.    $28,421.25    $7,500.00   $35,921.25         4.5%
Dr. Nicholas N. Vahanian    $18,600.00    $7,500.00   $26,100.00         4.5%
Gordon H. Link, Jr.          $8,763.00    $7,500.00   $16,263.00         4.5%
Dr. W. Jay Ramsey            $8,096.24    $7,500.00   $15,596.24         4.5%

2012 Bonuses to Named Executive Officer Compensation

The 2012 bonus awards for the applicable named executive officers are set forth on Exhibit 10.1 attached hereto and incorporated herein by reference. The 2012 bonus awards for the applicable named executive officers are based on the achievement of corporate and individual goals previously approved by the Board, except that the bonus awards to Mr. Gordon Link and Dr. Jay Ramsey reflected upward adjustment by the Board, as recommended by the Compensation Committee of the Board, from the bonus that would have been awarded under the previously approved criteria. The Board, upon recommendation of the Compensation Committee, determined that Mr. Gordon Link and Dr. Ramsey had met individual performance goals such that they would have earned 70% and 85%, respectively, of their respective target bonus amounts, but that based on individual performance in light of actual events they should be awarded bonuses equal to 85% and 90%, respectively of their target bonus amounts. The modifications approved to the bonus criteria of Mr. Gordon Link and Dr. Ramsey are set forth on Exhibit 10.1 hereto.


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