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EX-10.1 - NEKTAR THERAPEUTICS | v204541_ex10-1.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): September 14, 2010
NEKTAR
THERAPEUTICS
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-24006
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94-3134940
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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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455
Mission Bay Boulevard South
San
Francisco, California 94158
(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:
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01. Other events.
On
September 14, 2010, the Board of Directors (the “Board”) of Nektar
Therapeutics, a Delaware corporation (the “Company”), amended
and restated the Company’s existing Change of Control Severance Benefit Plan
(the “Restated
Plan”) to eliminate the tax gross-up payment benefit to future plan
participants whose payments received under the Restated Plan would be subject to
the excise tax imposed under Internal Revenue Code Section 4999 (the “Excise
Tax”).
Under the
Restated Plan, “New Participants” will not be entitled to gross-up payments to
cover any Excise Tax payable by the participant as a result of payments received
under the Restated Plan. The Restated Plan defines “New Participants” to
include each participant that either (i) commenced employment with the Company
on or after September 14, 2010; or (ii) commenced employment prior to September
14, 2010 but was promoted on or after September 14, 2010 to a position such that
the participant would be eligible for additional benefits under the Restated
Plan as a result of the promotion. Participants in the Restated Plan who
are not New Participants will continue to be entitled to the Excise Tax gross-up
benefit provided in the Restated Plan if the Excise Tax would still be
imposed on the participant’s payments after application of a ten percent
(10%) reduction in the payments.
The
foregoing description of the amendments to the Restated Plan is qualified in its
entirety by reference to the text of the Restated Plan, which is filed as
Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01
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Financial
Statements and Exhibits
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Exhibit
No.
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Description
|
10.1
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Nektar
Therapeutics Amended and Restated Change of Control Severance Benefit
Plan.
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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.
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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December
6, 2010
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Item 9.01
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Financial
Statements and Exhibits
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Exhibit
No.
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Description
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10.1
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Nektar
Therapeutics Amended and Restated Change of Control Severance Benefit
Plan.
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