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Delaware
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001-31812
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58-2301143
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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111
Barclay Boulevard
Lincolnshire,
Illinois
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60069
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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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·
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A
continued “evergreen” term of up to three years for Mr.
Simes.
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·
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An
annual base salary for each executive, which remains unchanged from the
executive’s annual base salary for 2008 as set in January 2008 by
BioSante’s Board of Directors, upon recommendation of the Compensation
Committee, which base salary must increase each year by at least a minimum
rate consistent with any increase in the Consumer Price
Index.
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·
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Continued
eligibility for each executive to receive an annual performance bonus, the
amount and terms of payment of which will be determined by the Board of
Directors of BioSante.
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·
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If
the executive’s employment with BioSante is terminated without “cause” or
if the executive resigns for “good reason” (as those terms are defined in
the agreements), other than as a result of a “change of control” (as
defined in the agreements), or in the case of Mr. Simes, if his agreement
is not renewed each year, the executive will receive (i) a payment equal
to, in the case of Mr. Simes, the sum of his annual base salary as in
effect at the time of termination, his most recent annual bonus and his
annual car allowance, and in the case of Mr. Donenberg his annual base
salary, as in effect at the time of termination; (ii) substantially the
same health, dental, life insurance and disability benefits the executive
received prior to his termination for a period of up to 36 months, in the
case of Mr. Simes, and 12 months in the case of Mr. Donenberg; (iii) for
Mr. Simes, outplacement services of up to $30,000 and the use of an office
and reasonable secretarial support, in each case for up to one
year.
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·
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If
the executive’s employment with BioSante is terminated other than for
cause, if the executive terminates his employment for good reason or if
the executive terminates his employment for any reason during the 13th
month after a change in control, or in the case of Mr. Simes, if his
agreement is not renewed, in each case in connection with a change in
control, the executive will receive (i) a payment equal to, in the case of
Mr. Simes, the sum of: (aa) two times his annual base salary, plus (bb)
his most recent annual bonus, plus (cc) his maximum annual bonus (100% of
base salary) for the year in which the change in control occurs, and in
the case of Mr. Donenberg, the sum of 1½ times his annual base salary,
plus his maximum annual bonus (100% of base salary) for the year in which
the change in control occurs; (ii) substantially the same health, dental,
life insurance and disability benefits the executive received prior to his
termination for a period of up to 24 months for Mr. Simes and 18 months in
the case of Mr. Donenberg and (iii) outplacement services of up to
$30,000.
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·
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If
the executive’s employment with BioSante is terminated other than for
cause, or if in the case of Mr. Simes his agreement is not renewed, the
executive’s outstanding unvested stock options will become immediately
vested and exercisable in full and the time period within which the
executive will have to exercise the options will be one year from the date
of termination.
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·
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An
agreement by the executive not to compete with the Company, in each case
during the term of his employment with the Company, and if he is
terminated for cause or if he terminates his employment other than for
good reason, for one year
thereafter.
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Exhibit
No.
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Description
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10.1
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Amended
and Restated Employment Letter Agreement dated July 16, 2008 between
BioSante Pharmaceuticals, Inc. and Stephen M. Simes
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10.2
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Amended
and Restated Employment Letter Agreement dated July 16, 2008 between
BioSante Pharmaceuticals, Inc. and Phillip B.
Donenberg
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Exhibit
No.
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Description
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Method
of Filing
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10.1
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Amended
and Restated Employment Letter Agreement dated July 16, 2008 between
BioSante Pharmaceuticals, Inc. and Stephen M. Simes
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Filed
herewith
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10.2
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Amended
and Restated Employment Letter Agreement dated July 16, 2008 between
BioSante Pharmaceuticals, Inc. and Phillip B. Donenberg
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Filed
herewith
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