-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KDd8Uj1PdTlVx8+94WZGLqnzuneAJ3sjwSzZ0hhTo2snAsjYoTM8IBB+hv9m8Mip N/SYA/fXvuYR/IHCh2O+Vg== 0001012975-05-000105.txt : 20050408 0001012975-05-000105.hdr.sgml : 20050408 20050408164925 ACCESSION NUMBER: 0001012975-05-000105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050408 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050408 DATE AS OF CHANGE: 20050408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMCLONE SYSTEMS INC/DE CENTRAL INDEX KEY: 0000765258 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 042834797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19612 FILM NUMBER: 05741998 BUSINESS ADDRESS: STREET 1: 180 VARICK ST CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2126451405 MAIL ADDRESS: STREET 1: 180 VARICK ST CITY: NEW YORK STATE: NY ZIP: 10014 8-K 1 e335665v2.txt 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): April 5, 2005 IMCLONE SYSTEMS INCORPORATED (Exact name of Registrant as Specified in Charter) Delaware (State of 0-19612 04-2834797 incorporation or (Commission File (I.R.S. Employer organization) Number) Identification No.) 180 Varick Street, 6th Floor New York, New York 10014 (Address of Principal Executive Offices) (Zip Code) (212) 645-1405 (Registrant's telephone number, including area code) 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: |_| 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 1.01. Entry into a Material Definitive Agreement S. Joseph Tarnowski serves as the Company's Senior Vice President, Manufacturing Operations and Product Development. Dr. Tarnowski was employed pursuant to the terms of an employment agreement dated as of September 19, 2001. On September 20, 2004, that agreement expired and Dr. Tarnowski became an at-will employee of the Company. In a letter agreement effective as of April 5, 2005, Dr. Tarnowski agreed and acknowledged his status as an at-will employee. The letter agreement also provides that Dr. Tarnowski may terminate his employment at any time by giving at least 60 days' prior written notice. In addition, under the letter agreement, if (a) any of certain specified events occurs, (b) Dr. Tarnowski reports the event to the Company within 30 days, and (c) the event is not cured within 30 days thereafter, then Dr. Tarnowski may resign during the 10 days following the cure period and receive his earned but unpaid base salary through the date of termination, any accrued but unpaid bonus, any other accrued obligations, a pro rata target bonus for the year of termination and a multiple of base salary and bonus (with the multiplier ranging from 0.5 to three based on the tier to which Dr. Tarnowski is then assigned under the Company's Change-in-Control Plan). Based on Dr. Tarnowski's current tier, such multiple would be two. The specified events are: (x) any material and adverse change in his duties or responsibilities; (y) a reduction in his base salary, annual target bonus or maximum bonus without his prior written consent (other than any reduction applicable to other Company employees generally); or (z) his required relocation to a site more than 75 miles away from his home and his principal place of business without his prior written consent; provided that no such event applies generally to the class of executives to which Dr. Tarnowski belongs. Item 9.01. Financial Statements and Exhibits (c) Exhibits. Exhibit 10.1 Letter Agreement, effective as of April 5, 2005, by and between S. Joseph Tarnowski and ImClone Systems Incorporated 2 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. IMCLONE SYSTEMS INCORPORATED By:/S/ MICHAEL J. HOWERTON --------------------------------- Name: Michael J. Howerton Title: Chief Financial Officer Date: April 8, 2005 3 EXHIBIT INDEX Exhibit Number Description 10.1 Letter Agreement, dated as of April 5, 2005, by and between S. Joseph Tarnowski and ImClone Systems Incorporated EX-10.1 2 e335744v1.txt March 3, 2005 S. Joseph Tarnowski, PhD 404 High Street Stirling, New Jersey 07980 Dear Joe: This letter sets forth the terms of your continued employment with ImClone Systems Incorporated ("the Company"). Reference is made to the Company's Senior Executive Severance Plan (such plan, or any successor thereto, the "Severance Plan") and the Company's Change-In-Control Plan (such plan, or any successor thereto, the "CiC Plan"). Title/Location: You will continue to serve as Senior Vice President -- Manufacturing Operations and Product Development of the Company, and you will be based out of the Company's offices in Branchburg, New Jersey, subject to business travel as directed by the Company. Compensation/ Benefits: The Company will pay you a base salary in accordance with the Company's customary payroll practices. Subject to the sole discretion of the Company's Compensation Committee, you will remain eligible for both (i) a cash bonus under the Company's annual incentive plan and (ii) equity grants under the Company's equity compensation plan. You will continue to receive the benefits normally provided by the Company to its senior vice presidents, including without limitation, eligibility to participate in the Severance Plan and the CiC Plan. Employment: You will be an at-will employee of the Company effective as of September 20, 2004. Your employment can be terminated at any time by the Company. You may terminate your employment at any time, provided that you give the Company at least 60 days' written notice of your intent to terminate such employment. You confirm that the employment agreement between you and the Company dated as of September 19, 2001 (the "Previous Agreement") is hereby terminated and void in all respects and you release and waive all claims, rights and privileges arising under or with respect to the Previous Agreement. Severance/ Change-In Control: You will be eligible for payments and benefits under the Severance Plan and the CiC Plan as per such Plans' terms. Good Reason Termination: If within thirty (30) days of the occurrence of an event constituting "Good Reason" (as defined in Section 2.15(1)-(3) of the CiC Plan, but excluding such event to the extent that it applies across the board to the class of executives of which you are part), and the failure of the Company to cure such event within thirty days after notice from you (the "Cure Period"), you will be able to terminate your employment with the Company and receive the payments described in Sections 6.1 and 6.2 of the CiC Plan, regardless of whether or not such event occurred after a Change-in-Control Date (as defined in the CiC Plan); provided that you terminate your employment for Good Reason within ten (10) days following the expiration of the Cure Period. Covenants: The confidentiality, non-competition and non-solicitation provisions contained in the CiC Plan (and other applicable Company policies) shall apply to you in all events as per their terms (but in any case shall also apply to you in the event of your termination under this Agreement for Good Reason) and regardless of the reason for your termination of employment. Indemnification: The Company agrees to indemnify you in accordance with Company policy regarding indemnification of senior executives. Notice: Communications relating to this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by United States certified mail, return receipt requested, addressed as follows (or if different, to the most recent address listed on Company records): If to you: S. Joseph Tarnowski, PhD 404 High Street Stirling, New Jersey 07980 If to the Company: ImClone Systems Incorporated 180 Varick Street New York, New York 10014 Attention: Chief Executive Officer Miscellaneous: This Agreement, except for the documents explicitly referenced herein, shall represent the entire agreement between the parties with respect to the subject matters herein. Any rights and obligations you may have as a result of this Agreement may not be transferred, except that any amounts constituting earned but unpaid base salary as of the time of your death may be paid to your estate. This Agreement shall be governed by the laws of the State of New York without regard to its conflicts of law principles. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. This amendment may be amended only by a written instrument signed by the parties hereto. Kindly acknowledge the terms above by signing below and returning this form to me. Sincerely, Daniel S. Lynch Chief Executive Officer ACCEPTED AND ACKNOWLEDGED: /S/ S. JOSEPH TARNOWSKI - ----------------------------------- S. Joseph Tarnowski, PhD April 5, 2005 - ----------------------------------- Date -----END PRIVACY-ENHANCED MESSAGE-----