year), payable in monthly installments over a period not to exceed two years (based on the
executives years of service) In addition, in the event of termination without cause, the executive
is entitled to a continuation of benefits and to the accelerated vesting of all options then held
by the executive. The severance payment and benefits are reduced by any compensation or benefits
received by the executive from any subsequent employer.
Effective as of December 31, 2008, the Company and the named executive officers entered into
an amendment to the existing Executive Severance Agreements and Change in Control Severance
Agreements between the Company and such persons. The primary purpose of such amendment was to
modify such agreements so that they conform to Section 409A of the Internal Revenue Code. In
addition, the amendment to the Executive Severance Agreement modified the calculation of the
severance amount thereunder so that it is based on the highest annual rate of base salary during
the 12-month period immediately prior to the qualifying termination.
The following table summarizes information with respect to equity compensation plans under
which equity securities of the Company are authorized for issuance as of December 31, 2010. For
additional information about our equity compensation plans, see note 5 to our financial statements
in Item 8 of our 2010 Annual Report on Form 10-K:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Number of securities |
|
|
Weighted-average |
|
|
Number of |
|
| |
|
to be issued upon |
|
|
exercise price of |
|
|
securities |
|
| |
|
exercise of |
|
|
outstanding |
|
|
remaining |
|
| |
|
outstanding options |
|
|
options and |
|
|
available for |
|
| Plan category |
|
and warrants |
|
|
warrants |
|
|
future issuance |
|
Equity compensation plans approved by security holders |
|
|
2,193,673 |
|
|
$ |
4.28 |
|
|
|
845,443 |
|
Equity compensation plans not approved by security holders |
|
|
88,719 |
|
|
$ |
4.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,282,392 |
|
|
|
|
|
|
|
845,443 |
|
|
|
|
|
|
|
|
|
|
|
|
2010 DIRECTOR COMPENSATION
The following table sets forth the compensation earned by non-employee Directors for their
service on the Board of Directors and its committees, as applicable, during the year ended December
31, 2010:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Fees Earned or |
|
Option |
|
|
| |
|
Paid in Cash |
|
Awards (1) |
|
Total |
David I. Beatson |
|
$ |
38,000 |
|
|
$ |
24,579 |
(2) |
|
$ |
62,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James F. Reilly |
|
|
48,000 |
|
|
|
24,579 |
(3) |
|
|
72,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Neil W. Jacobs |
|
|
38,000 |
|
|
|
24,579 |
(4) |
|
|
62,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy M. Murray |
|
|
32,000 |
|
|
|
24,579 |
(5) |
|
|
56,579 |
|
|
|
|
| (1) |
|
Represents aggregate grant date fair value computed in accordance with ASC Topic 718. |
| |
| (2) |
|
Mr. Beatson had 35,533 options outstanding as of December 31, 2010. |
| |
| (3) |
|
Mr. Reilly had 31,277 options outstanding as of December 31, 2010. |
| |
| (4) |
|
Dr. Jacobs had 31,277 options outstanding as of December 31, 2010. |
| |
| (5) |
|
Mr. Murray had 46,420 options outstanding as of December 31, 2010. |
In June 1999 the Company adopted a Non-Employee Director Stock Option and Retainer Plan
(the Non-Employee Director Plan). As amended in June 2010, the Non-Employee Director Plan also
provides for the issuance to each non-employee director of options to purchase 10,000 shares of
common stock as of the date of each annual meeting of stockholders. During calendar year 2010, each
non-employee director received an option to purchase 10,000 shares of common stock with an exercise
price of $3.43 per share. In addition, currently, non-employee directors receive an annual retainer
fee of $22,000, payable quarterly, a director meeting fee of $2,500 for each board meeting attended
and a committee meeting fee of $1,500 for each quarterly Audit Committee meeting attended and also
receive fees for participation in certain periodic conference calls. The lead director receives an
additional $5,000 for each board meeting attended. The Non-Employee Director Plan permits the
payment of such non-employee director retainer fees in shares of Common Stock in lieu of cash.
16