EMPLOYMENT AGREEMENT
Exhibit
10.1
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated April 18, 2011, between AMICUS
THERAPEUTICS, INC., a Delaware corporation having an office at 0 Xxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxx
Xxxxxx 00000 (the “Company”), and XXXX X. XXXXXXX, an individual residing at 00 Xxxxxxx Xxxxx,
Xxxxxxxxx, XX 00000 (“Employee”).
PREAMBLE
WHEREAS, the Employee presently serves as the Chairman and Chief Executive Officer of the
Company; and
WHEREAS, following the execution of this Agreement, the Employee will cease to serve as the
Company’s Chief Executive Officer, but will remain employed by the Company as its Executive
Chairman pursuant to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good
and valuable consideration, the sufficiency and receipt whereof is hereby acknowledged, the parties
agree as follows:
Section 1. Definitions. Unless otherwise defined herein, the following terms shall
have the following respective meanings:
“Cause” means for any of the following reasons: (i) willful or deliberate misconduct
by Employee that materially damages the Company; (ii) misappropriation of Company assets; (iii)
Employee’s conviction of or a plea of guilty or “no contest” to, a felony; or (iv) any willful
disobedience of the lawful and unambiguous instructions of the Board of Directors of the Company;
provided that the Board of Directors has given Employee thirty (30) days written notice of such
disobedience or neglect and Employee has failed to cure such cause. For avoidance of doubt, a
termination of Employee’s employment hereunder due to an expiration of the Employment Term (as
defined below) or due to Employee’s Disability (as defined below) will not constitute a termination
without Cause.
“Change in Control Event” means any of the following (i) any person or entity (except
for a current stockholder who was a stockholder prior to the Company’s initial public offering)
becomes the beneficial owner of greater than 50% of the then outstanding voting power of the
Company; (ii) a merger or consolidation with another entity where the voting securities of the
Company outstanding immediately before the transaction constitute less than a majority of the
voting power of the voting securities of the Company or the surviving entity outstanding
immediately after the transaction, or (iii) the sale or disposition of all or substantially all of
the Company’s assets.
Section 2. Employment.
Subject to the terms and conditions of this Agreement, Employee is hereby employed by the
Company to serve as its Executive Chairman. Employee accepts such employment, and agrees to
discharge all of the duties normally associated with such position,
including, without limitation, key executive mentoring and leadership, participation in
business strategy sessions and advice regarding day-to-day management and maintenance of key
outside business and other relationships; to faithfully and to the best of his abilities perform
such other services consistent with his position as a senior executive officer as may from time to
time be reasonably assigned to him by the Board of Directors of the Company and to devote at least
twenty (20) hours a week and the skill and attention necessary to carry out such duties and
services. Notwithstanding the foregoing, however, Employee may serve on the boards of directors of
other companies, and in civic, cultural, philanthropic and professional organizations, so long as
such service does not detract from the performance of Employee’s duties hereunder, such
determination to be made by the Board of Directors in its sole discretion. Employee may continue
service as an officer, U.S. Navy Reserve, and any periods of active duty service shall not result
in any reduction in compensation or benefits payable to Employee under Section 3 of this Agreement.
At all times during which Employee remains Executive Chairman of the Company, Employee shall serve
as a member of the Company’s Board of Directors and, at the request of the Company’s Board of
Directors, as an officer or director of any Company affiliate, in each case without additional
remuneration therefor.
Section 3. Compensation and Benefits.
3.1 Base Salary. During the Employment Term (as defined in Section 5 hereof), the
Company shall pay Employee a salary at the annual rate of $272,500 pursuant to the terms hereof
(the “Base Salary”). The Base Salary shall be payable in accordance with the Company’s customary
payroll practices for its senior management personnel.
3.2 Bonus. During the Employment Term, Employee shall not be eligible to participate
in the Company’s bonus programs in effect with respect to senior management personnel.
3.3 Benefits
(a) Benefit Plans. During the Employment Term, Employee may participate, on the
same basis and subject to the same qualifications as other senior management personnel of the
Company, in the Company’s insured group health plans.
(b) Reimbursement of Expenses. During the Employment Term, the Company shall pay
or promptly reimburse Employee, upon submission of proper invoices in accordance with the
Company’s normal procedures, for all reasonable out-of-pocket business, entertainment and travel
expenses incurred by Employee in the performance of his duties hereunder. Any taxable
reimbursement of business or other expenses as specified under this Agreement shall be subject
to the following conditions: (1) the expenses eligible for reimbursement in one taxable year
shall not affect the expenses eligible for reimbursement in any other taxable year; (2) the
reimbursement of an eligible expense shall be made no later than the end of the calendar year
after the year in which such expense was incurred; and (3) the right to reimbursement shall not
be subject to liquidation or exchange for another benefit.
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(c) Special Medical Expense Allowance. During the Employment Term, the Company
will pay to Employee a special bonus of $150,000 per month. This amount is intended to help
defray the substantial out-of-pocket medical expenses expected to be incurred by Employee,
Employee’s spouse and Employee’s dependents from and after January 1, 2011 (“Medical
Expenses”). This amount shall be paid to Employee on the first day of each calendar month
with respect to that calendar month and will be subject to tax withholding when paid. Within
fifteen (15) days after the end of each calendar quarter, the Employee shall submit receipts
evidencing the Medical Expenses incurred during that calendar quarter to an auditing firm to be
selected by the Company in its sole discretion (the “Auditors”). The Auditors shall
review such receipts to determine whether the Medical Expenses meet the definition of “medical
expenses” pursuant to the then applicable U.S. Treasury regulations (“Allowable
Expenses”) and provide the Company and Employee with a report detailing its conclusions (the
“Auditors’ Report”) within forty-five (45) days of the end of such quarter. The
Auditors’ shall provide the Company and the Employee with an Auditors’ Report relating to the
previously-ended calendar year (“Year-End Auditors’ Report”) by March 1, which report
will detail the Allowable Expenses for that year. All reports of the Auditors shall be
delivered to the Chairman of the Company’s Audit Committee of the Board of Directors and the
Company’s Chief Accounting Officer. If the Allowable Expenses for the year are less than the
amounts paid by the Company to Employee for that year under this paragraph (net of taxes paid in
respect of such amounts, which for this purpose will be deemed to equal [46%] of such amounts),
then Employee will reimburse such difference to the Company within thirty (30) days following
the date of the Year End Auditors’ Report.
(d) Vacation. During the Employment Term, Employee shall be entitled to paid
vacation days in such number as is reasonable and customary for the position of Executive
Chairman.
(e) Withholding. The Company shall be entitled to withhold from amounts payable or
benefits accorded to Employee all federal, state and local income, employment and other taxes,
as and in such amounts as may be required by applicable law.
3.4 Extension of Post-Termination Option Exercise Period. Each stock option that is
identified on the attached Schedule A and that is outstanding at the time of any cessation
of Employee’s service to the Company (other than a termination by the Company for Cause) will, to
the extent exercisable at the time of such cessation (determined after giving effect to any
acceleration of vesting under Section 5.3 or 5.4 or otherwise), remain outstanding and exercisable
until the applicable expiration date specified on that Schedule A. Notwithstanding the
foregoing, this paragraph will not (x) cause any stock option to remain outstanding beyond the end
of its original term, or (y) prevent the Company from causing the earlier termination, assumption,
substitution or cashout of any stock option in accordance with the terms of such award, or of the
plan under which such award was granted, solely with respect to the treatment thereof in a change
in control of the Company or similar corporate event or transaction. For avoidance of doubt, to
the extent not exercisable at the time of any cessation of Employee’s service to the Company
(determined after giving effect to any acceleration of vesting under Section 5.3 or 5.4 or
otherwise), each of Employee’s options to acquire stock of the Company
will then automatically terminate. This paragraph constitutes an amendment to the terms of
each stock option identified on the attached Schedule A.
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Section 4. Employment Term. The term of this Agreement (the “Employment
Term”) shall begin upon its execution and end on the close of business on September 30, 2011.
The Employment Term may be extended for up to an additional three month period upon the mutual
written consent of the parties prior to the expiration of the Employment Term. Employee’s
employment hereunder shall be coterminous with the Employment Term, unless sooner terminated as
provided in Section 5.
Section 5. Termination; Severance Benefits.
5.1 Generally. Either the Board of Directors of the Company or Employee may terminate
Employee’s employment hereunder, for any reason, at any time prior to the expiration of the
Employment Term, upon three (3) days prior written notice to the other party. Upon termination of
Employee’s employment hereunder for any reason, including without limitation expiration of the
Employment Term, Employee shall be deemed simultaneously to have resigned as a member of the Board
of Directors of the Company and from any other position or office he may at the time hold with the
Company or any of its affiliates. In addition, upon termination of Employee’s employment hereunder
for any reason, including without limitation expiration of the Employment Term, the Company shall
(i) reimburse the Employee for any expenses properly incurred under Section 3.3 (b) and which have
not previously been reimbursed as of the effective date of the termination, and (ii) pay Employee
for any accrued, but unused, vacation time as of the effective date of the termination. The
payments by the Company relating to (i) and (ii) above shall be payable in a lump sum on the
effective date of the termination of Employee’s employment with the Company.
5.2 Termination by Employee.
If, prior to the expiration of the Employment Term, Employee voluntarily resigns from his
employment, Employee shall (i) receive no further Base Salary hereunder, other than accrued and
unpaid Base Salary through and including the effective date of termination of his employment with
the Company (the “Accrued Compensation”) and (ii) cease to be covered under or be permitted to
participate in or receive any of the benefits described in Section 3.3 hereof.
5.3 Termination by the Company.
(a) Without Cause. If, prior to the expiration of the Employment Term, the Company
terminates Employee’s employment hereunder without Cause then Employee shall be entitled to
receive (i) continued payment of Employee’s then current Base Salary in accordance with the
Company’s customary payroll practices then in effect for its senior management personnel, and
(ii) continued payment of the special medical expense allowance described in Section 3.3(c), in
each case for a period of nine (9) months commencing upon the effective date of the termination
of Employee’s employment with the Company, subject to Sections 5.6 and 5.7(b). In addition, if
Employee elects COBRA continuation of his insured group health benefits, the Company will
contribute an amount
toward the monthly cost of such coverage equal to the Company’s share of the monthly
premiums (at the time of termination) for the benefits provided under Section 3.3(a) hereof for
a period of nine (9) months. In addition, the vesting of stock options held by Employee
immediately prior to such termination shall accelerate such that the portion of those options
that was otherwise scheduled to vest during the nine month period immediately following such
termination (had Employee remained employed with the Company for that period) will become vested
as of the date of such termination.
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(b) For Cause. If, prior to the expiration of the Employment Term, the Company
terminates Employee’s employment hereunder for Cause, Employee shall (i) receive no further Base
Salary hereunder, other than Accrued Compensation which shall be payable on the effective date
of the termination of Employee’s employment with the Company and (ii) cease to be covered under
or be permitted to participate in or receive any of the benefits described in Section 3.3
hereof; provided, however, that if Employee is terminated for Cause hereunder
solely as a result of being convicted of a felony, which conviction is ultimately reversed on
appeal or pardoned, Employee shall be deemed to have been terminated without Cause as of the
date of such termination for Cause.
5.4 Termination in Connection with a Change in Control Event.
(a) If, prior to the expiration of the Employment Term, the Company terminates Employee’s
employment hereunder without Cause and a Change in Control Event occurs within three months
following that termination, the period of salary and special medical expense allowance
continuation and COBRA premium subsidiary described above in Section 5.3(a) will be extended
from nine (9) to 18 months.
(b) Similarly, if prior to the expiration of the Employment Term, a Change in Control Event
occurs and the Company thereafter terminates Employee’s employment hereunder without Cause, then
in lieu of any benefits under Section 5.3(a) hereof, Employee shall be entitled to receive (i)
continued payment of Employee’s then current Base Salary in accordance with the Company’s
customary payroll practices for its senior management personnel, and (ii) continued payment of
the special medical expense allowance described in Section 3.3(c), in each case for a period of
eighteen (18) months commencing upon the effective date of the termination of Employee’s
employment with the Company, subject to Sections 5.6 and 5.7(b). In addition, if Employee
elects COBRA continuation of his insured group health benefits, the Company will contribute an
amount toward the monthly cost of such coverage equal to the Company’s share of the monthly
premiums (at the time of termination) for the benefits provided under Section 3.3(a) hereof for
a period of 18 months. In addition, any stock options held by Employee immediately prior to
such termination shall then vest in full.
5.5 Termination upon Death or Disability. Employee’s employment hereunder shall
terminate upon death of Employee. The Company may terminate Employee’s employment hereunder in the
event Employee is disabled. “Disability” shall be defined as the inability of Employee to render
the services required of him, with or without a reasonable accommodation, under this Agreement as a
result of physical or mental incapacity. In the event of any such termination, Employee shall (i)
receive no further Base Salary hereunder, other than
the Accrued Compensation, and (ii) cease to be covered under or be permitted to participate in
or receive any of the benefits described in Section 3.3 hereof.
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5.6 Release Required. As a condition precedent to the receipt of any right, payment
or benefit under Sections 3.4, 5.3(a) and/or 5.4, Employee must execute and deliver to the Company
a release, the form and substance of which are acceptable to the Company, and such release must
become irrevocable, within 45 days following the effective date of termination of Employee’s
employment. Any right, payment or benefit under Section 5.3(a) or 5.4 that would otherwise be paid
before such release becomes irrevocable will instead be delayed and paid to Employee in a lump sum
within 15 days after such release becomes irrevocable (and the remaining payments will be made as
otherwise scheduled in the ordinary course). Notwithstanding the foregoing, if the 60 day period
immediately following the effective date of termination of Employee’s employment overlaps two
calendar years, then any such right, payment or benefit that would otherwise be paid before the
later of (i) the date such release becomes irrevocable, or (ii) the last day of the year in which
such termination occurs (such later date, the “Applicable Date”) will instead be delayed and paid
to Employee in a lump sum on the first regularly scheduled payroll date following the Applicable
Date (and the remaining payments will be made as otherwise scheduled in the ordinary course). If
the release has not become irrevocable within 45 days following the effective date of the
termination of Employee’s employment, Employee will forfeit any right, payment or benefit otherwise
due under Sections 3.4, 5.3(a) and/or 5.4.
5.7 Section 409A.
(a) Purpose. This section is intended to help ensure that compensation paid or
delivered to the Employee pursuant to this Agreement either is paid in compliance with, or is
exempt from, Section 409A of the Internal Revenue Code of 1986, as amended and the rules and
regulations promulgated thereunder (collectively,
“Section 409A”). However, the Company does not
warrant to the Employee that all compensation paid or delivered to him for his services will be
exempt from, or paid in compliance with, Section 409A.
(b) Amounts Payable On Account of Termination. For the purposes of determining when
amounts otherwise payable on account of the Employee’s termination of employment under this
Agreement will be paid, which amounts become due because of his termination of employment,
“termination of employment” or words of similar import, as used in this Agreement, shall be
construed as the date that the Employee first incurs a “separation from service” for purposes of
Section 409A on or following termination of employment. Furthermore, if the Employee is a
“specified employee” of a public company as determined pursuant to Section 409A as of his
termination of employment, any amounts payable on account of his termination of employment which
constitute deferred compensation within the meaning of Section 409A and which are otherwise
payable during the first six months following the Employee’s termination (or prior to his death
after termination) shall, to the extent necessary to avoid the imposition of additional taxes
under Section 409A, be paid to the Employee in a cash lump-sum on the earlier of (1) the date of
his death and (2) the first business day of the seventh calendar month immediately following the
month in which his termination occurs.
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(c) Interpretative Rules. In applying Section 409A to amounts paid pursuant to this
Agreement, any right to a series of installment payments under this Agreement shall be treated
as a right to a series of separate payments.
(d) Deferred Compensation Taxes. Notwithstanding any other provisions of
this Agreement, in the event that any payment or benefit under this Agreement received or to be
received by the Employee (the “Payment”) is determined to be subject (in whole or part)
to the penalties imposed by Section 409A (the
“Additional Taxes”), then the Employee shall be
entitled to receive an additional payment (a “Gross-Up
Payment”) in an amount such that after
payment by the Employee of the Additional Taxes, the Employee retains an amount equal to the
Payment net of any applicable taxes and withholdings other than Additional Taxes. All
determinations required to be made under this provision, including whether and when a Gross-Up
Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in
arriving at such determination, shall be made by the Company’s accountants or such other
certified public accounting firm designated by the Employee and reasonably acceptable to the
Company. Any certified public accounting firm chosen by the Employee shall provide detailed
supporting calculations both to the Company and the Employee. Any Gross-Up Payment due under
this paragraph shall be paid to the Employee no later than December 31 of the calendar year
following the calendar year in which the Employee remits the Additional Taxes to the applicable
authorities.
5.8 No Reduction of COBRA Rights. For avoidance of doubt, the Company’s payment under
Section 5.3 or 5.4 of applicable premiums for COBRA continuation coverage for Employee and/or his
eligible dependents will not limit or reduce the otherwise applicable duration of such COBRA
continuation coverage. For example, if Employee is eligible for 29 months of continuation coverage
under COBRA and the Company, in accordance with Section 5.4, pays the applicable premiums for the
first 18 months of such coverage, Employee will remain eligible for the remaining 11 months of
continuation coverage to the extent provided by applicable law and will be responsible for paying
the applicable premiums for such remaining period of coverage.
5.9 Securities Law Restrictions. Upon Employee’s complete cessation of service with
the Company, Employee will cease to be subject to the Company’s Xxxxxxx Xxxxxxx Policy (the
“Xxxxxxx Xxxxxxx Policy”). However, even after Employee ceases to be subject to the Xxxxxxx
Xxxxxxx Policy, Employee’s ability to transfer Company securities will remain subject to various
legal requirements and restrictions. For example, under current SEC rules, the volume limitations
of Rule 144 continue for three months after a person ceases to be an “affiliate” (as therein
defined). In addition, federal securities laws will continue to prohibit Employee from trading
Company securities whenever in possession of material non-public information. Therefore, while
Employee will no longer be required to pre-clear transactions in Company securities with the
Company after he ceases to be subject to the Xxxxxxx Xxxxxxx Policy, Employee should consult his
lawyer before transferring any Company securities.
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Section 6. Federal Excise Tax.
6.1 General Rule. Employee’s payments and benefits under this Agreement and all other
arrangements or programs related thereto shall not, in the aggregate, exceed the
maximum amount that may be paid to Employee without triggering golden parachute penalties
under Section 280G of the Code, and the provisions related thereto with respect to such payments.
If Employee’s benefits must be cut back to avoid triggering such penalties, Employee’s benefits
will be cut back in the order that maximizes Employee’s net after-tax economic position, as
reasonably determined by the Company. If an amount in excess of the limit set forth in this
Section is paid to Employee, Employee must repay the excess amount to the Company upon demand, with
interest at the rate provided in Code Section 1274(b)(2)(B). Employee and the Company agree to
cooperate with each other reasonably in connection with any administrative or judicial proceedings
concerning the existence or amount of golden parachute penalties on payments or benefits Employee
receives.
6.2 Exception. Section 6.1 shall apply only if it increases the net amount Employee
would realize from payments and benefits subject to Section 6.1, after payment of income and excise
taxes by Employee on such payments and benefits.
6.3 Determinations. The determination of whether the golden parachute penalties under
Code Section 280G and the provisions related thereto shall be made by counsel chosen by Employee
and reasonably acceptable to the Company. All other determinations needed to apply this Section 6
shall be made in good faith by the Company’s independent auditors.
Section 7. General.
7.1 Confidentiality and Non-Competition Agreement. Employee and the Company hereby
ratify and re-affirm that certain Confidentiality and Non-Competition Agreement dated January 26,
2005 (the “Confidentiality Agreement”).
7.2 No Conflict. Employee represents and warrants that he has not entered, nor will
he enter, into any other agreements that restrict his ability to fulfill his obligations under this
Agreement and the Confidentiality Agreement.
7.3 Governing Law. This Agreement shall be construed, interpreted and governed by the
laws of the State of New Jersey, without regard to the conflicts of law rules thereof.
7.4 Binding Effect. This Agreement shall extend to and be binding upon Employee, his
legal representatives, heirs and distributees and upon the Company, its successors and assigns
regardless of any change in the business structure of the Company.
7.5 Assignment. Neither this Agreement nor any of the rights or obligations hereunder
shall be assigned or delegated by any party without the prior written consent of the other party.
7.6 Tax Compliance. If reasonably requested in writing, Employee agrees within
fifteen business days to provide the Company with an executed IRS Form 4669 (Statement of Payments
Received) with respect to any taxable amount paid to Employee by the Company.
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7.7 Entire Agreement. Except for any stock option or stock award agreements between
the parties, this Agreement contains the entire agreement of the parties with respect to the
subject matter hereof. No waiver, modification or change of any provision of this Agreement shall
be valid unless in writing and signed by both parties. For avoidance of doubt, this Agreement
supersedes in all respects the 2010 Amended and Restated Employment Agreement between the parties
dated December 17, 2010.
7.8 Waiver. The waiver of any breach of any duty, term or condition of this Agreement
shall not be deemed to constitute a waiver of any preceding or succeeding breach of the same or any
other duty, term or condition of this Agreement.
7.9 Severability. If any provision of this Agreement shall be unenforceable in any
jurisdiction in accordance with its terms, the provision shall be enforceable to the fullest extent
permitted in that jurisdiction and shall continue to be enforceable in accordance with its terms in
any other jurisdiction and the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected thereby.
7.10 Conflicting Agreements. In the event of a conflict between this Agreement and
any other agreement between Employee and the Company, the terms and provisions of this Agreement
shall control.
7.10 Resolution of Disputes. Any claim or controversy arising out of, or relating to,
this Agreement, other than with respect to the Confidentiality Agreement, between Employee and the
Company (or any officer, director, employee or agent of the Company), or the breach thereof, shall
be settled by arbitration administrated by the American Arbitration Association under its National
Rules for the Resolution of Employment Disputes. Such arbitration shall be held in New Jersey (or
in such other location as the Company may at the time be headquartered). The arbitration shall be
conducted before a three-member panel. Within fifteen (15) days after the commencement of
arbitration, each party shall select one person to act as arbitrator and the two selected shall
select a third arbitrator within ten (10) days of their appointment.
If the arbitrators selected by the parties are unable or fail to agree upon the third
arbitrator, the third arbitrator shall be selected by the American Arbitration Association and
shall be a member of the bar of the State of New Jersey actively engaged in the practice of
employment law for at least ten years. The arbitration panel shall apply the substantive laws of
the State of New Jersey in connection with the arbitration and the New Jersey Rules of Evidence
shall apply to all aspects of the arbitration. The award shall be made within thirty days of the
closing of the hearing. Judgment upon the award rendered by the arbitrators(s) may be entered by
any Court having jurisdiction thereof.
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7.11 Notices. All notices pursuant to this Agreement shall be in writing and shall be
sent by prepaid certified mail, return receipt requested or by recognized air courier service
addressed as follows:
| (i) | If to the Company to: | ||
| Amicus Therapeutics, Inc. 0 Xxxxx Xxxxx Xxxxx Xxxxxxxx, Xxx Xxxxxx 00000 |
|||
| (ii) | If to Employee to: | ||
| Xxxx X. Xxxxxxx 00 Xxxxxxx Xxxxx Xxxxxxxxx, Xxx Xxxxxx 00000 |
|||
| (iii) | With required copies to: | ||
| Xxxxx X. Xxxxxx Dechert LLP 000 Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxx, Xxx Xxxxxx 00000-0000 Fax No.: (000) 000 0000 |
|||
| And | |||
| Xxxxxxx X. Xxxxxxxxxx Xxxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax No.: (000) 000 0000 |
or to such other addresses as may hereinafter be specified by notice in writing by either of the
parties, and shall be deemed given three (3) business days after the date so mailed or sent.
7.12 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original but all of which shall together constitute one and the same agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
| /s/ Xxxx X. Xxxxxxx | ||||
| XXXX X. XXXXXXX | ||||
| AMICUS THERAPEUTICS, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |||
| Name: | Xxxxxx X. Xxxxxx, Xx. | |||
| Title: | Lead Independent Director | |||
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Schedule A
Post-Termination Option Exercise Period
Post-Termination Option Exercise Period
| 1. | Options Expiring on September 30, 2012 |
| Grant Date | Exercise Price ($) | Options Outstanding | ||||||
8/17/2004 |
0.6375 | 16,491 | ||||||
1/6/2005 |
0.6375 | 49,931 | ||||||
6/15/2010 |
2.81 | 48,100 | ||||||
6/15/2010 |
2.81 | 6,900 | ||||||
11/16/2009 |
4.16 | 136,721 | ||||||
11/16/2009 |
4.16 | 13,279 | ||||||
10/20/2005 |
5.325 | 60,029 | ||||||
10/20/2005 |
5.325 | 28,971 | ||||||
| Total Options Expiring | 360,422 | |||||||
| 2. | Options Expiring on December 31, 2012 |
| Grant Date | Exercise Price ($) | Options Outstanding | ||||||
2/28/2006 |
5.325 | 268,322 | ||||||
2/28/2006 |
5.325 | 11,678 | ||||||
1/19/2011 |
5.96 | 103,975 | ||||||
1/19/2011 |
5.96 | 16,025 | ||||||
| Total Options Expiring | 400,000 | |||||||
| 3. | Options Expiring on March 31, 2013 |
| Grant Date | Exercise Price ($) | Options Outstanding | ||||||
4/25/2007 |
13.425 | 189,736 | ||||||
4.25.2007 |
13.425 | 10,264 | ||||||
2/5/2008 |
10.21 | 119,785 | ||||||
2/5/2008 |
10.21 | 5,215 | ||||||
2/3/2009 |
10.36 | 94,665 | ||||||
2/3/2009 |
10.36 | 8,835 | ||||||
| Total Options Expiring | 428,490 | |||||||
