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CRIS > SEC Filings for CRIS > Form 8-K on 18-Jan-2013All Recent SEC Filings

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Form 8-K for CURIS INC


18-Jan-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


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

2013 Executive Officer Base Salary

On January 17, 2013, the compensation committee of the board of directors of
Curis, Inc. (the "Company") approved base salaries for the 2013 fiscal year for
the Company's executive officers. The following table sets forth information
regarding each executive officer's 2013 base salary:



                                              2013 Base
                        Name                  Salary (1)
                        Daniel R. Passeri    $    465,000
                        Michael P. Gray      $    360,000
                        Mark W. Noel         $    230,000
                        Maurizio Voi, M.D.   $    410,000

(1) Base salary increases are effective January 1, 2013.

2013 Short Term Incentive Plan

On January 17, 2013, the compensation committee of the board of directors of the Company also approved a 2013 short-term cash incentive arrangement for executive officers, referred to herein as the cash incentive program. The cash incentive program is designed to motivate the Company's executive officers to achieve specified performance objectives for fiscal 2013 and to reward them for their achievement assuming those objectives are met.

Eligibility. To be eligible, an executive officer must be designated by the compensation committee or independent board members as eligible to receive payments under the cash incentive program, must be serving as an executive officer at the time the award is paid and must have achieved a performance evaluation at a "meets expectations" or higher level within the Company's evaluation framework. The compensation committee has determined that as of the date of the adoption of the plan, the following executive officers are eligible to participate in the cash incentive program: Daniel R. Passeri, Chief Executive Officer and President, Maurizio Voi, M.D., Chief Medical and Chief Development Officer, Michael P. Gray, Chief Operating and Chief Financial Officer, and Mark Noel, Vice President Technology Management and Intellectual Property.

Administration. The cash incentive program is administered by the compensation committee. The compensation committee has the authority and discretion to modify performance goals under the cash incentive program and has the right to amend, modify or terminate the cash incentive program at any time.

Awards. The compensation committee has established the following target short-term incentive payment amounts, referred to herein as target amounts, for each executive officer:

                                                                    Target Incentive Compensation Payment as a
                                                                 Percentage of 2013  Annual Base Salary, Assuming
Designated Executive Officer    2013 Annual Base Salary                   Performance at the 100% Level
                                                                   (%)                               ($)

Daniel R. Passeri              $                 465,000                   45 %         $                     209,250

Maurizio Voi                   $                 410,000                   35 %         $                     143,500

Michael P. Gray                $                 360,000                   35 %         $                     126,000

Mark Noel                      $                 230,000                   25 %         $                      57,500

Total                          $               1,465,000                  100 %         $                     536,250


The compensation committee has established four weighted categories of corporate goals for 2013. The four categories of corporate goals for 2013 generally relate to the following:

• the advancement of planned clinical trials of CUDC-427, both as a single agent and in combination in solid tumors and hematologic malignancies;

• the advancement of planned clinical trials of CUDC-907, both as a single agent in advanced lymphomas and multiple myeloma and in a clinical study of CUDC-907 in combination in solid tumors;

• completing the ongoing phase I clinical trial of CUDC-101 in locally advanced head and neck cancer patients and progressing preclinical efforts on establishing an oral formulation of CUDC-101; and

• financial performance objectives, including cash management and capital objectives.

Each of the foregoing four categories has been further delineated into three levels of potential achievement: "Threshold;" "Target;" and "Maximum." Cash incentive payments may be paid based upon the degree to which each category of corporate goals has been achieved on this continuum, if at all. For each of the four categories, achievement of performance at the "Threshold" level results in a weighted payment of no less than 50% of the target amount set forth above, achievement of performance at the "Target" level results in a weighted payment equal to 100% of the target amount set forth above, and achievement of performance at the "Maximum" level results in a weighted payment of no more than 150% of the target amount set forth above.

Distribution. The awards generally will be paid in cash. The compensation committee has sole discretion, however, to pay an award using a combination of cash and equity or all equity, any such equity being issued pursuant to the Company's 2010 Stock Incentive Plan. If the compensation committee determines that such payment will be made in whole or in part in the form of equity, the compensation committee shall have the sole discretion to determine the nature, amount and other terms of such equity award. Payment of the awards, if any, will be made after the completion of fiscal year 2013 and no later than March 15, 2014.

Effect of Change in Control. In the event of the consummation of a change in control of the Company on or before December 31, 2013, short-term incentive amounts shall be paid out at 100% of target upon such change in control.

Executive Officer Employment Agreement

On January 18, 2013, the Company and Daniel R. Passeri, the chief executive officer and president of the Company, entered into a letter agreement effective as of December 31, 2012 (the "Letter Agreement"), pursuant to which the parties mutually agreed to extend the term of Mr. Passeri's employment agreement dated as of September 18, 2007, as amended by a letter dated October 27, 2008 and a second amendment to employment agreement dated December 16, 2010 (collectively the "Employment Agreement"), until December 31, 2013.

The forgoing summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Letter Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index attached hereto.


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