8-K

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):  July 17, 2007

OPTIMER PHARMACEUTICALS, INC.(Exact name of registrant as specified in its charter)

Delaware	001-33291	33-0830300
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10110 Sorrento Valley Road, Suite CSan Diego, CA  92121

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (858) 909-0736

N/A

(Former name or former address, if changed since last report)

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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 17, 2007, the Compensation Committee of our Board of Directors adopted the Optimer Pharmaceuticals, Inc. 2007 Incentive Compensation Plan (the “Plan”).  The Plan provides for the payment of cash bonuses to our Chief Executive Officer, Vice Presidents and director-level employees. Under the Plan, each participant is assigned a maximum bonus equal to a percentage of annual salary.  Actual bonuses paid under the Plan are based on the achievement of pre-established corporate and individual goals.  For Plan participants other than our Chief Executive Officer, 75% of overall goal achievement is based on corporate goals and 25% is based on individual goals.  Any bonus paid to our Chief Executive Officer under the Plan is based entirely on the achievement of corporate goals. All Plan participants have the same corporate goals, which are recommended by our Chief Executive Officer and approved by our Compensation Committee.  Individual goals are established by our Chief Executive Officer upon consultation with other Plan participants. The degree to which corporate and individual goals have been met is determined by our Compensation Committee after the end of our fiscal year.

The maximum award for our Chief Executive Officer, Vice Presidents and director-level employees is 50%, 35% and 25% of annual salary, respectively.  For any Plan participant, both corporate and individual goals, as applicable, must be achieved at a minimum 75% level for any award to take place.  In addition, Plan participants must have been employed by us prior to July 1 of any Plan year to be eligible for an award in such year.  Plan participants that were hired after January 1 and before July 1 of any Plan year will have their award pro-rated in such year. If a Plan participant is terminated during the year, he or she will not be entitled to participate in the Plan for that year, except if the termination is due to death or disability, in which case the participant will be eligible to participate on a pro rated basis.  In the event that we undergo a change in control, it will be assumed that 100% of corporate and individual goals have been met and each Plan participant will be entitled to the resulting award, pro rated to the date of the change in control.

Our Compensation Committee also approved corporate goals under the Plan for 2007.  The corporate goals relate to the development of our internal clinical programs, our financial condition and other corporate developments.

The above description is qualified in its entirety by reference to the summary of our 2007 Incentive Compensation Plan attached hereto as Exhibit 99.1 and incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
99.1	Summary of Optimer Pharmaceuticals, Inc. 2007 Incentive Compensation Plan

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OPTIMER PHARMACEUTICALS, INC.
Dated: July 23, 2007	By:	/s/ John D. Prunty
		John D. Prunty Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Summary of Optimer Pharmaceuticals, Inc. 2007 Incentive Compensation Plan

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EX-99.1

Exhibit 99.1

Summary of Optimer Pharmaceuticals, Inc.

2007 Incentive Compensation Plan

Optimer Pharmaceuticals, Inc. (the “Company”) has adopted this 2007 Incentive Compensation Plan (the “Plan”) as an incentive compensation program for its Chief Executive Officer, Vice Presidents and director-level employees.

Plan Governance

The Compensation Committee (the “Compensation Committee”), appointed by the Board of Directors of the Company (the “Board”), is responsible for administrating the Plan. The Compensation Committee’s primary responsibilities are to ensure that measurable goals are established and to determine the degree to which Corporate goals have been achieved.  The Compensation Committee at any time, and from time to time, may amend, suspend or terminate the Plan.

Establishment of Goals

The Compensation Committee will work with the Chief Executive Officer and approve corporate objectives.  The Chief Executive Officer will work with remaining senior level Optimer staff in establishing individual goals.

Plan Year

Each Plan year will end on December 31 of the applicable year.

Minimum Achievement Level

75% of both corporate goals (the “Corporate Goals”) and individual goals (the “Individual Goals”) must be achieved for any awards to take place.

Goal Achievement Percentage

The “goal achievement percentage” represents the degree to which the performance goals have been met.

The Compensation Committee will decide the percentage of Corporate Goals achieved.  100% of the Chief Executive Officer’s incentive will be based on Corporate Goal achievement.  For all other positions, Corporate Goal achievement will be weighted 75% of the total payment and 25% of will be based on Individual Goal achievement.  The percentage of Individual Goals achieved will be recommended by the Chief Executive Officer and approved by the Compensation Committee.  The percentage of Corporate Goals or Individual Goals achieved will be referred to as “the percentage of goals achieved”.

The following table summarizes the maximum cash award available to each level of position in the Company.  The maximum award percentage can be received if 100% of the Corporate Goals and 100% of the Individual Goals have been met and length of service requirements have been met.

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Max. Award                          Payment Based

Position	Percentage		on achievement in
Chief Executive Officer	50	%	100% on Corporate Goals
Vice President	35	%	75% Corporate/25% Individual Goals
Sr. Directors & Directors	25	%	75% Corporate/25% Individual Goals

Length of Service, Eligibility And Partial-Year Participation

An employee must maintain an average of “meets expectations” in their individual performance review, or otherwise be considered to perform their duties in a satisfactory manner, in order to maintain eligibility.

Senior level employees must be hired prior to July 1st in any Plan year to be eligible to participate in the Plan in that Plan year.  Senior level employees hired within a Plan year, but prior to July 1st are eligible to participate in the Plan as of their first day of employment, but the bonus payment will be prorated for days worked in that Plan year.

Regular employment does not include leaves of absence.  Payout will be prorated for time off due to a personal or medical leave of absence in excess of two weeks.

Calculation of Award

The maximum possible awards are determined by multiplying each employee’s “year-end base salary” by their “maximum award percentage”.   For all positions other than Chief Executive Officer (who’s award is based solely on Corporate Goal achievement) 75% of the maximum possible award is based on the Corporate Goal achievement and 25% is based on Individual Goal achievement.  Actual awards are determined by multiplying the maximum possible awards based on corporate and individual goal achievement by the applicable “goal achievement percentage”.  If the employee was hired in the Plan year, the award total is then multiplied by the number of days the employee participated in the Plan and divided by 365.

Termination during plan year

If a participant’s employment is terminated during a Plan year for reason of death or disability, the award will be determined based on performance as of the end of the Plan year.  The final award will be calculated by multiplying the full year award amount by the number of days of employment during the performance period divided by 365. If a participant’s employment is terminated during a Plan year for any reason other than death or disability, the participant will not be eligible for participation in the Plan for such Plan year.

Change in Control

In the event of a Qualified Change in Control of the Company (defined below), each participant will receive a pro rata share of the annual bonus for the year in which the Qualified Change in Control occurs, calculated on the basis of each participant’s maximum award for that year and on the assumption that all performance goals have been or will be achieved at 100%.  For this purpose, the pro rata share will be calculated by dividing the number of days employed during the performance period prior to the Qualified Change in Control by 365.  The bonus amount so determined will be paid to participants within 15 days of the Qualified Change in Control.  After the payments of the bonus amounts following such Qualified Change of Control, the Plan shall terminate in its entirety.

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Change in Control means the occurrence of any of the following events:

Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; or

The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;

A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors.  “Incumbent Directors” means directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or

The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

Administration

Notwithstanding any other provision of this Plan, the Company reserves the right to modify this Plan in any way and at any time, retroactively or prospectively, with or without cause provided however, that the Company may not modify, cancel or amend this Plan following the consummation of a qualified change of control.  Nothing in this Plan shall be deemed an employment contract or to provide any rights to continued employment or the payment of any amount, regardless of performance.  The Board or the Compensation Committee shall have the power to construe and interpret the Plan and to establish, amend and revoke rules and regulations for its administration.  The Board or the Compensation Committee, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

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