Attached files
| file | filename |
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| EX-10.1 - NEKTAR THERAPEUTICS | v167930_ex10-1.htm |
| EX-99.1 - NEKTAR THERAPEUTICS | v167930_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): November 23, 2009
NEKTAR
THERAPEUTICS
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-24006
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94-3134940
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||
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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201
Industrial Road
San
Carlos, California 94070
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (650) 631-3100
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(b) On
November 23, 2009, Randall W. Moreadith, M.D., Ph.D., who served as Senior Vice
President, Drug Development and Chief Development Officer of Nektar
Therapeutics, a Delaware corporation (the "Company"), agreed with the Company
that he would depart from his position effective as of November 30, 2009 (the
"Departure Date"). In connection with his departure, Dr. Moreadith
entered into a Separation and General Release Agreement with the Company (the
"Separation Agreement"). Under the Separation Agreement, Dr. Moreadith is
entitled to receive a lump sum severance payment in the amount of $220,000
representing six (6) months of his current base salary and he is also entitled
to the payment or reimbursement by the Company of COBRA premiums for continued
health coverage for up to 6 months following the Departure Date. His
stock options, to the extent outstanding and vested as of the Departure Date,
will generally remain exercisable for 12 months following the Departure
Date. The Separation Agreement includes Dr. Moreadith's covenant not
to solicit the Company's employees for a period of 12 months after the Departure
Date and a release of claims against the Company and its
affiliates. A copy of the Separation Agreement is filed with this
report as Exhibit 10.1 and is incorporated herein by reference. The
summary of the Separation Agreement set forth above is qualified in its entirety
by reference to the Separation Agreement.
(c) Effective
November 30, 2009, the Company promoted Lorianne K. Masuoka, M.D., to Senior
Vice President and Chief Medical Officer reporting directly to Howard W. Robin,
the Company’s President and Chief Executive Officer.
Dr.
Masuoka, age 48, has served as our Vice
President and Chief Medical Officer since June 2009 and as our VP, Clinical
Development from August 2008 to June 2009. From 2003 until
August 2008, Dr. Masuoka served as Vice President of Clinical Development at
privately held Five Prime Therapeutics, a clinical stage biotechnology
company. From 2000 until 2003, she was Director of Oncology at Chiron
Corporation, a multi-national biotechnology firm, acquired by Novartis
International AG in April 2006. From 1994 until 2000, Dr. Masuoka held
positions of increasing responsibility in clinical research at Berlex
Laboratories, Inc., the U.S. pharmaceutical subsidiary of the German
pharmaceutical firm Schering AG. Dr. Masuoka received her B.S. and M.D.
from the University of California, Davis, was an American Epilepsy Society
Fellow at Yale School of Medicine and is board certified in
Neurology.
Dr.
Masuoka’s annual base salary is $400,000 and her annual performance bonus target
is 50% of her base annual salary (“Performance Bonus Target”). Dr.
Masuoka’s actual annual performance bonus will range from 0% to 200% of the
Performance Bonus Target based on the Organization and Compensation Committee’s
assessment (in consultation with the Chief Executive Officer) of her achievement
of a combination of corporate and personal objectives. Dr. Masuoka is
also eligible to participate in the Company’s standard executive benefits
program including but not limited to the Company’s change of control severance
benefit plan.
Dr.
Masuoka is also a party to the Company’s standard executive severance letter
agreement that was filed as an exhibit to the Company’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2007 (the “Severance Letter
Agreement”). Unless in relation to a Change of Control, if the
Company terminates Dr. Masuoka’s employment without Cause or Dr. Masuoka
terminates her employment in a manner that constitutes a Good Reason Resignation
(as such capitalized terms are defined in the Company’s Amended and Restated
Change of Control Severance Benefit Plan, which was filed as an exhibit to the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2008), Dr. Masuoka will be entitled, subject to the terms of the Severance
Letter Agreement, to (i) a cash severance payment equal to Dr. Masuoka’s total
annual cash compensation target (including base salary and the then-effective
Performance Bonus Target) for the year in which her termination occurs, (ii) a
12-month period following the termination date in which to exercise the vested
and unexercised portion of all stock options held by her, and (iii) payment by
the Company of all applicable COBRA payments for her and her family until the
first anniversary of the termination date (or, if earlier, the date on which she
becomes eligible for comparable benefits with another employer).
(e)
Reference is made to Items 5.02(b) and (c) with respect to the description
of compensatory arrangements related to the resignation of Dr. Moreadith and the
appointment of Dr. Masuoka, which descriptions are incorporated by reference
into this Item 5.02(e) in their entirety.
Item 9.01
Financial
Statements and Exhibits.
(d)
Exhibits:
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Exhibit
No.
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Description
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10.1
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Separation
and General Release Agreement between Nektar Therapeutics and Randall W.
Moreadith, M.D., Ph.D., dated November 23, 2009.
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99.1
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Press
release issued by Nektar Therapeutics on November 30, 2009 entitled
“Nektar Therapeutics Promotes Lorianne Masuoka, M.D. To Senior Vice
President and Chief Medical
Officer.”
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SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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By:
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/s/ Gil M. Labrucherie
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Gil
M. Labrucherie
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General
Counsel and Secretary
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Date:
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November
30,
2009
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Separation
and General Release Agreement between Nektar Therapeutics and Randall W.
Moreadith, M.D., Ph.D., dated November 23, 2009.
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99.1
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Press
release issued by Nektar Therapeutics on November 30, 2009 entitled
“Nektar Therapeutics Promotes Lorianne Masuoka, M.D. To Senior Vice
President and Chief Medical
Officer.”
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