-----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, OjzcIGIWNyCpI6S2uhZb0RqFD6wVsFASKvFUnuZZhDIaFivSw7l/0Y8d/V/27gBu u0oQOHp0Ulqdjsx0uSKPhw== 0000886163-06-000010.txt : 20060307 0000886163-06-000010.hdr.sgml : 20060307 20060307165507 ACCESSION NUMBER: 0000886163-06-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060301 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060307 DATE AS OF CHANGE: 20060307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIGAND PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000886163 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770160744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20720 FILM NUMBER: 06670651 BUSINESS ADDRESS: STREET 1: 10275 SCIENCE CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121-1117 BUSINESS PHONE: 8585507500 MAIL ADDRESS: STREET 1: 10275 SCIENCE CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121-1117 8-K 1 ligand8-k030706.txt 8K - KEY EMPLOYEE RETENTION 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): March 1, 2006 LIGAND PHARMACEUTICALS INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 000-20720 (Commission File Number) 10275 SCIENCE CENTER DRIVE SAN DIEGO, CALIFORNIA (Address of principal executive offices) (858) 550-7500 Registrant's telephone number, including area code) 77-0160744 (I.R.S. Employer Identification No.) 92121-1117 (Zip Code) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT KEY EMPLOYEE RETENTION AGREEMENTS The Company has entered into or will enter into Letter Agreements with 67 of its key employees, including a number of its executive officers, dated as of March 1, 2006. The Compensation Committee of the Board of Directors has approved the Company's entry into these Agreements. The Agreements provide for certain retention or stay bonus payments in cash and/or stock options under specified circumstances as an additional incentive to remain employed in good standing with the Company. This description of the Letter Agreements does not purport to be complete and is qualified in its entirety by reference to the text of the form of agreement, a copy of which is attached as Exhibit 10.1 to this report and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits EXHIBIT NUMBER DESCRIPTION - ------------------------ -------------------- 10.1 Form of Letter Agreement by and between the Company and certain officers dated as of March 1, 2006 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned. LIGAND PHARMACEUTICALS INCORPORATED Date : March 7, 2006 By: /s/ Warner R. Broaddus Name: Warner R. Broaddus Title: Vice President & General Counsel EX-10 2 ex10-1.txt KEY EMPLOYEE RETENTION AGREEMENTS [LIGAND LETTERHEAD} 1 March 2006 [Employee] Address City, State Zip Dear [Employee]: The purpose of this letter agreement between you and Ligand Pharmaceuticals, Inc. (the "Company") is to document the terms of a retention or stay bonus to which you will become entitled under certain circumstances set forth below. DEFINITIONS. For purposes of this letter agreement the following definitions will be in effect: 1. "Involuntary Termination" or "Involuntarily Terminated" means the termination of your employment with the Company: (i) upon your involuntary discharge or dismissal, or (ii) upon your resignation in connection with any of the following changes to the terms and conditions of your employment: (A) a change in your position with the Company which materially reduces your level of responsibility, (B) a material reduction in your level of compensation (including base salary, fringe benefits and participation in non-discretionary bonus programs under which awards are payable pursuant to objective financial or performance standards, but excluding equity compensation) or (C) a relocation of your principal place of employment by more than fifty (50) miles. In no event shall an Involuntary Termination be deemed to occur should your employment terminate by reason of death or permanent disability. 2. "Termination for Cause" means an Involuntary Termination or resignation of your employment with the Company by reason of your conviction of any felony or other criminal act, your commission of any act of fraud or embezzlement, your unauthorized use or disclosure of confidential or proprietary information or trade secrets of the Company or its subsidiaries, material violation of Company policy, or any intentional misconduct on your part which adversely affects the business or affairs of the Company in a material manner. STAY BONUS. Provided that you are (a) continuously employed by the Company and available for work (except normal holidays and approved paid time off) (b) maintain a performance rating of fully meets expectations (FME) or better and (c) are not subject to any disciplinary action or performance improvement program, in each case from the date of this letter, up to and including December 31, 2006, you will receive on or before January 15, 2007 a lump-sum payment equal to [amount] less appropriate tax withholding and other deductions (the "Stay Bonus"). In the event of your Involuntary Termination other than a Termination for Cause prior to December 31, 2006, and provided you have complied with each of the conditions set forth in clauses (a) - (c) above from the date of this letter up to the date of such Involuntary Termination, you will be entitled to receive within 15 calendar days of such Involuntary Termination, in addition to any other benefits to which you may be entitled, the full Stay Bonus in effect at the date of such Involuntary Termination. Notwithstanding the foregoing, should your Involuntary Termination constitute a Termination for Cause, then you shall not be entitled to any portion of the Stay Bonus. MISCELLANEOUS PROVISIONS 1. Entire Agreement; Amendments. This letter agreement sets forth the complete understanding of the parties with respect to the subject matter hereof and merges all prior communications, PROVIDED THAT, for clarity, the payments for which you are eligible under this letter agreement are separate from and in addition to (A) any payments or benefits for which you are eligible under any severance or other agreements between you and the Company (b) your regular salary and annual bonus. No amendment of this letter agreement shall be effective unless in writing and signed by both parties. 2. Term. This letter agreement shall expire on January 31, 2007. 3. General Creditor Status. The benefits to which you may become entitled under this letter agreement will be paid, when due, from the general assets of the Company. Your right (or the right of the executors or administrators of your estate) to receive any such payments will at all times be that of a general creditor of the Company and will have no priority over the claims of other general creditors of the Company. 4. Death. Should you die before receipt of all benefits to which you become entitled under this letter agreement, then the payment of such benefits will be made, on the due date or dates hereunder had you survived, to the executors or administrators of your estate. 5. Miscellaneous. The provisions of this letter agreement will be construed and interpreted under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). To the extent ERISA is inapplicable, then the laws of the State of California shall control, without regard to that state's choice of law provisions. If any provision of this letter agreement as applied to any party or to any circumstance should be adjudged by an arbitrator or court of competent jurisdiction to be void or unenforceable for any reason, the invalidity of that provision shall in no way affect (to the maximum extent permissible by law) the application of such provision under circumstances different from those so adjudicated, the application of any other provision of this letter agreement, or the enforceability or invalidity of this letter agreement as a whole. Should any provision of this letter agreement become or be determined to be invalid, illegal or unenforceable in any jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken and the remainder of this letter agreement shall continue in full force and effect. 6. Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, the parties acknowledge and agree that any payment to be made, or benefit provided, pursuant to this Agreement shall be delayed if and to the extent necessary for this Agreement and such payment or benefit to comply with Section 409A of the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations and other interpretive guidance issued thereunder. 7. Remedies. All rights and remedies provided pursuant to this letter agreement or by law will be cumulative, and no such right or remedy will be exclusive of any other. A party may pursue any one or more rights or remedies hereunder or may seek damages or specific performance in the event of another party's breach hereunder or may pursue any other remedy by law or equity, whether or not stated in this letter agreement. 8. Arbitration. Any controversy which may arise between you and the Company with respect to the construction, interpretation or application of any of the terms, provisions or conditions of this letter agreement or any monetary claim arising from or relating to this letter agreement will be submitted to and exclusively decided by final and binding arbitration in San Diego, California in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. 9. No Employment or Service Contract. Nothing in this letter agreement shall confer upon you any right to continue in the employment of the Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or you, which rights are hereby expressly reserved by each, to terminate your employment at any time for any reason whatsoever, with or without cause. 10. Proprietary Information. You hereby acknowledge that the Company may, from time to time during your employment with the Company, disclose to you confidential information pertaining to the Company's business and affairs. All information and data, whether or not in writing, of a private or confidential nature concerning the business or financial affairs of the Company is and will remain subject to a separate Proprietary Information and Inventions Agreement (or the like) between you and the Company. 11. Successors and Assigns. This letter agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and upon any other person who is a successor to the Company by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company, and their respective successors, assigns, heirs, executors and administrators, without regard to whether or not such person actively assumes any rights or duties hereunder; provided, however, that you may not assign any rights hereunder without the written consent of the Company. Please indicate your acceptance of the foregoing provisions of this letter agreement by signing the enclosed copy of this letter agreement and returning it to the Company. This letter agreement shall be effective as of the first date written above. Very truly yours, LIGAND PHARMACEUTICALS INCORPORATED By: William A. Pettit Senior Vice President ACCEPTED BY AND AGREED TO Signature: ___________________________________ Dated: ___________________________________ -----END PRIVACY-ENHANCED MESSAGE-----