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PDLI > SEC Filings for PDLI > Form 8-K on 10-Dec-2013All Recent SEC Filings

Show all filings for PDL BIOPHARMA, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PDL BIOPHARMA, INC.


10-Dec-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.

2013 Annual Bonus Plan

On December 4, 2013, the Compensation Committee (the Compensation Committee) of the Board of Directors (the Board) of PDL BioPharma, Inc. (the Company) evaluated the Company's performance against the 2013 corporate performance goals established for the Company's 2013Annual Bonus Plan as set forth below:

           2013 Corporate Goal                                   Weight
           Optimize Value of Patent Estate                          35%
           Implement Corporate Strategy & Business Development      50%
           Human Resources                                          15%
           Total                                                   100%

Following this review, the Compensation Committee determined, and the Board later ratified, that, while the corporate performance exceeded 150% of the 2013 corporate goals established for the Company's 2013 Annual Bonus Plan, the Compensation Committee would limit the payments under the plan to the established plan cap of 150%.

The Compensation Committee also reviewed for each of the Company's named executive officers (other than Mr. McLaughlin whose annual bonus is based solely upon achievement of the corporate performance goals described above), the level of achievement of each named executive officer's 2013 individual goals established for the Company's 2013 Annual Bonus Plan and made the following determinations:

? Mr. Stone achieved 150%;

? Ms. Garcia achieved 150%;

? Mr. Hart achieved 150%; and

? Mr. Montez achieved 105%.


Based on the foregoing and under the terms of the 2013 Annual Bonus Plan, the Compensation Committee approved, and the Board later ratified, the bonuses set forth in the chart below for each of the Company's named executive officers:

                                                                       2013 Annual
                                                                        Bonus Plan
 Name                                     Title                           Bonus
 John P. McLaughlin   President and Chief                              $1,042,875
                      Executive Officer
 Christopher Stone    Vice President, General Counsel and Secretary     $301,275
 Peter Garcia[1]      Vice President and Chief Financial Officer        $239,850
 Danny Hart           Deputy General Counsel and Assistant Secretary    $183,600
 David Montez[1]      Controller and Chief Accounting Officer            $57,942

1 Payments for Messrs. Garcia and Montez were prorated under the terms of the 2013 Annual Bonus Plan to reflect their joining the Company during 2013.

Separate from the above amount, Mr. Hart was awarded a one-time special bonus payment of $100,000 to reflect his contribution to the Company in 2013.

2013 Long-Term Incentive Plan

On December 4, 2013, the Compensation Committee evaluated the Company's performance against the performance goals established for the long-term incentive plan to compensate, retain and incentivize its named executive officers (the 2012-2013 LTIP) that will vest and pay on December 13, 2012.

Under the 2012-2013 LTIP, each executive officer is eligible for awards consisting of (i) restricted stock and (ii) a cash payment. The target cash payment is adjustable based on the Company's attainment of specified performance goals as set forth in the chart below, subject to a cap of two times the target cash payment (the Adjustment):

Performance Goal                                          Adjustment
Protection of European patents                               40%
Sale or merger of Company                                   20-50%
Royalty rights acquisition and financing, if applicable     30-50%


Following its review, the Compensation Committee determined, and the Board later ratified, that, while the Company's attainment of the specified performance goals exceeded two times the target performance established for the Company's 2012-2013 LTIP, the Compensation Committee would limit the Adjustment under the 2012-2013 LTIP to the established cap of two times. Based on the foregoing, the cash awards for each of the Company's named executive officers are set forth in the chart below:

                                                                        2012-2013
                                                                        LTIP Cash
  Name                                     Title                         Payment
  John P. McLaughlin   President and Chief                               $938,000
                       Executive Officer
  Christopher Stone    Vice President, General Counsel and Secretary     $516,000
  Peter Garcia1        Vice President and Chief Financial Officer           __
  Danny Hart           Deputy General Counsel and Assistant Secretary    $245,420
  David Montez1        Controller and Chief Accounting Officer              __

1 Messrs. Garcia and Montez are not participants to the 2012-2013 LTIP.


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