Form 8-K

Trius Therapeutics, Inc.

Dated: August 17, 2011

/s/ John P. Schmid

John P. Schmid

Chief Financial Officer

0001193125-11-225517.txt : 20110817 0001193125-11-225517.hdr.sgml : 20110817 20110817163328 ACCESSION NUMBER: 0001193125-11-225517 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110811 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20110817 DATE AS OF CHANGE: 20110817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Trius Therapeutics Inc CENTRAL INDEX KEY: 0001356857 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201320630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34828 FILM NUMBER: 111042843 BUSINESS ADDRESS: STREET 1: 6310 NANCY RIDGE DR SUITE 105 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-452-0370 MAIL ADDRESS: STREET 1: 6310 NANCY RIDGE DR SUITE 105 CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 d8k.htm FORM 8-K Form 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): August 11, 2011

TRIUS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34828

20-1320630

(State of incorporation

or organization)

(Commission

file number)

(I.R.S. Employer

Identification Number)

6310 Nancy Ridge Drive, Suite 101

San Diego, CA

(Address of principal executive offices)

92121

(Zip code)

(858) 452-0370

Registrant’s telephone number, including area code

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 (see General Instruction A.2. below):

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

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

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

¨	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 August 11, 2011, the Board of Directors (the “Board”) of Trius Therapeutics, Inc. (the “Company”) adopted an Executive Severance Benefit Plan (the “Plan”) providing for certain severance and change of control benefits, on terms recommended by the Compensation Committee of the Board, to the following executive officers of the Company:

•

Jeffrey Stein, Ph.D., Chief Executive Officer

•

John P. Schmid, Chief Financial Officer

•

John Finn, Ph.D., Chief Scientific Officer

•

Philippe Prokocimer, M.D., Chief Medical Officer

•

Kenneth Bartizal, Ph.D., Chief Development Officer

•

Craig Thompson, Chief Commercial Officer

The Plan provides for the payment of certain benefits to each eligible Plan participant upon a termination by the Company without cause or resignation by the Plan participant for good reason, both in connection with a change of control and not in connection with a change of control, and subject to the Plan participant’s effective release of claims and compliance with the other terms of the Plan. In addition, to be eligible for the benefits under the Plan, each participant must timely execute and return a participation agreement, in the form prescribed by the Plan, pursuant to which the participant agrees to be bound by the terms of the Plan.

The material benefits under the Plan are summarized below:

Benefits payable for a covered termination not involving a change in control¹


Executive Officer	Cash Payment		Extended Health Plan Benefits⁴	Vesting Acceleration⁵
Executive Officer	Salary²	Bonus Payment Eligible	Extended Health Plan Benefits⁴	Vesting Acceleration⁵
Chief Executive Officer	12 months	Not applicable	12 months	6 months
Chief Financial Officer	6 months	Not applicable	6 months	Not applicable
Chief Scientific Officer	6 months	Not applicable	6 months	Not applicable
Chief Medical Officer	6 months	Not applicable	6 months	Not applicable
Chief Development Officer	6 months	Not applicable	6 months	Not applicable
Chief Commercial Officer	6 months	Not applicable	6 months	6 months

Benefits payable for a covered termination involving a change in control¹


Executive Officer	Cash Payment		Extended Health Plan Benefits⁴	Vesting Acceleration⁵
Executive Officer	Salary²	Bonus Payment Eligible³	Extended Health Plan Benefits⁴	Vesting Acceleration⁵
Chief Executive Officer	18 months	Yes	18 months	100%
Chief Financial Officer	12 months	Yes	12 months	100%
Chief Scientific Officer	12 months	Yes	12 months	100%
Chief Medical Officer	12 months	Yes	12 months	100%
Chief Development Officer	12 months	Yes	12 months	100%
Chief Commercial Officer	12 months	Yes	12 months	100%

1.	The Plan describes the circumstances that constitute a “covered termination” and a “change in control.”

2.	The Plan provides for a lump-sum cash payment that is equal to the specified number of months of the officer’s base salary.

3.	The Plan provides for a lump-sum cash payment of a pro-rated portion of the officer’s target bonus based upon the amount of time served prior to the covered termination and during the officer’s then-current bonus period.

4.	The Plan provides for the continuation of the participant’s health, dental and vision plan benefits for the specified number of months following a covered termination and a deferral of COBRA coverage until such time as the extended coverage has terminated.

5.	The Plan provides for accelerated vesting of certain outstanding unvested stock options for the specified number of monthly vesting installments upon a covered termination.

The Plan supersedes any and all severance and change of control benefits eligible Plan participants are entitled to pursuant to their existing employment agreements and offer letters with the Company and pursuant to any other agreement, plan, policy or practice maintained or entered into by the Company prior to the adoption of the Plan.

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.