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POZN > SEC Filings for POZN > Form 8-K on 15-Mar-2013All Recent SEC Filings

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Form 8-K for POZEN INC /NC


15-Mar-2013

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.

On March 13, 2013, the Compensation Committee of the Board of Directors (the "Compensation Committee") of POZEN Inc. (the "Company") approved the following annual base salaries effective as of March 16, 2013 and annual incentive awards attributable to 2012 performance for certain named executive officers of the Company as set forth below:

                                                                                                                                                                        Number
                                                                                                                                                  LTIP                    of
                                                                 2013                           Number          LTIP                           Restricted             Restricted
                                                                 Base             Cash         of Stock         Cash              LTIP           Stock                  Stock
Name                                      Position              Salary            Bonus        Options          Award            Options         Units                  Units

John R. Plachetka               Chairman, President and
                                Chief Executive Officer        $ 592,300 (1)    $ 371,500             -      $ 1,275,000 (2)                        70,016 (3)(4)              -

William L. Hodges               Chief Financial Officer and
                                Senior Vice
                                President, Finance and
                                Administration                 $ 352,300 (1)    $ 136,000             -               -                -                -                  20,000 (3)(5)

Elizabeth Cermak                Executive Vice President and
                                Chief Commercial Officer       $ 352,300 (1)    $  136,00             -               -                -                -                  20,000 (3)(5)

Gilda M. Thomas                 Senior Vice President and
                                General Counsel                $ 328,900 (1)    $ 126,900             -               -                -                -                  20,000 (3)(5)

John Fort                       Chief Medical Officer          $ 371,300 (1)    $ 143,300             -               -                -                -                  20,000 (3)(5)

(1) Represents approximately a 3.0% increase in annual base salaries; effective March 16, 2013.

(2) Dr. Plachetka's Long Term Incentive Plan cash award shall vest annually over a three year period, beginning March 15, 2013.

(3) Grant date was March 15, 2013.

(4) Dr. Plachetka's Long Term Incentive Plan restricted stock units grant shall vest 25% annually over four years commencing upon the first anniversary of the date of grant, subject to continued employment or service to the Company. Once vested, the restricted stock units are payable when Dr. Plachetka ceases to be employed by or perform services for the Company; provided that to the extent required to comply with IRS Section 409A, the shares will not be issued until a date that is six months after Dr. Plachetka has ceased to be employed by or provide services to the Company.

(5) The restricted stock units vest 25% annually over four years commencing upon the first anniversary of the date of grant, subject to continued employment or service to the Company.

The adjustments to base salary and other awards described above were made in connection with each such executive officer's annual performance review. The annual cash bonuses and stock options and restricted stock units were awarded in the discretion of the Compensation Committee and were based on each executive officer's annual cash bonus and equity targets, as established by the Compensation Committee, and the Compensation Committee's evaluation of the performance of each executive officer. As a part of this performance evaluation, the Compensation Committee considered the achievement of the Company's corporate goals and other significant accomplishments as well as the achievement of the executive officer's individual goals during the year.


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