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):  01/24/2006

TRIMERIS INC

(Exact name of registrant as specified in its charter)

Commission File Number:  0-23155

DE	561808663
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

3500 Paramount Parkway, Morrisville, NC 27560

(Address of principal executive offices, including zip code)

(919) 419-6050

(Registrant’s telephone number, including area code)

(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))

Information to be included in the report

Item 1.01.    Entry into a Material Definitive Agreement

On January 24, 2006, the Compensation Committee of the Board of Directors (the "Committee") of Trimeris, Inc. (the "Company") adopted a plan and methodology for determining incentive pay awards (the "Incentive Pay Plan"). The Incentive Pay Plan is attached hereto and incorporated by reference into this report as Exhibit 99.1.

In addition, the Committee approved 2006 base salaries for officers of the Company for the year to end December 31, 2006.

Pursuant to the Incentive Pay Plan, the Committee approved incentive awards to the named executive officers of the Company for the year ended December 31, 2005, in the amounts set forth on Exhibit 99.2, which is attached hereto and incorporated by reference into this report. These amounts were determined by the Committee under its discretionary bonus arrangement for 2005, using the same factors and methodology set forth in the Incentive Pay Plan.

The Committee established each individual officer's 2006 base salary after considering a variety of factors, incl uding the individual's knowledge, experience, accomplishments, level of responsibility, typical compensation levels for individuals with similar responsibilities and credentials among the Company's peers, and other economic factors such as inflation. Each named executive officer's 2006 base salary is set forth on Exhibit 99.2, which is attached to and incorporated by reference into this report.

Signature(s)

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.

		TRIMERIS INC
Date: January 30, 2006	By:	/s/    Steven D. Skolsky
		Steven D. Skolsky
		Chief Executive Officer

Exhibit Index

Exhibit No.	Description
EX-99.2	2006 Base salaries and cash bonuses for the year ended December 31, 2005, for the named executive officers

EX-99.2 2 rrd105386_11271.htm 2006 BASE SALARIES AND CASH BONUSES FOR THE YEAR ENDED DECEMBER 31, 2005, FOR THE NAMED EXECUTIVE OFFICERS

Exhibit 99.2

Trimeris, Inc.

2006 Base Salaries and Cash Bonuses for the Year Ended

December 31, 2005, for the Named Executive Officers

Name	Title	2006 Base Salary	Cash Bonus for the Year Ended December 31, 2005
Steven D. Skolsky	Chief Executive Officer	$487,008	$232,000
Dani P. Bolognesi	Chief Scientific Officer	$472,008	$225,000
Robert R. Bonczek	Chief Financial Officer and General Counsel	$315,000	$120,000
Andrew L. Graham	Director of Finance (principal accounting officer)	$139,008	$28,000

EX-99.1 3 rrd105386_11288.htm TRIMERIS, INC. INCENTIVE PAY PLAN

Exhibit 99.1

Trimeris, Inc.

Incentive Pay Plan

Purpose

The Incentive Pay Plan (the "Plan") addresses the short-term incentive component of employee compensation and is structured to motivate, reward and retain employees by aligning compensation with the achievement of strategic corporate goals, as well as individual performance objectives.

The Compensation Committee of the Board of Directors (the "Committee") shall recommend action to the Board relating to the incentive pay awards of the Senior Officers of Trimeris and of the non-employee members of the Board of Directors. The Board of Directors shall approve the compensation for Senior Officers and the non-employee members of the Board of Directors. The term "Senior Officers" for this purpose shall mean the Chief Executive Officer (the "CEO"), the other executive officers of Trimeris who are, from time to time, designated as such by the Board for purposes of Section 16 of the Securities Exchange Act, and other senior managers who report directly to the CEO or COO.

Administrationand Amendment

Subject to the above limitations, the Plan is administered by the Committee. The Committee shall have the authority to grant awards and to adopt, amend, repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable from time to time. The Board of Directors or the Committee may amend or terminate the Plan at any time, without the consent of the participants; provided, however, that no amendment will deprive any participant of any previously declared incentive award.

Participants

The Incentive Pay Plan applies to each of our employees, including the members of our management team.

Incentive Pay Targets

Each employee has an incentive pay target, expressed as a percentage of his or her base salary for the year. The amount of a specific employee's target varies according to the employee's role in the Company, his or her salary grade and the terms of any employment agreement to which such employee is party.

Corporate Goals

In determining incentive pay, the Committee evaluates the Company's performance at year-end by assessing a number of financial, operational and business development factors, including sales, cash flow, share price, developments in its research programs, pursuit of growth opportunities and the achievement of other business and operating objectives, all in light of economic conditions.

The factors can be divided into three separate categories (weighted according to priority):

A. Financial goals (for example)

• Fuzeon sales
• Operating Cash Flow
• Expenses
• Earnings
• Share Price

B. Business Development goals (for example)

• Progress of internal research and development programs
• Evaluation of external opportunities for product pipeline expansion

C. Operational goals (for example)

• Management of collaboration with marketing, research or development partners
• Financial management, e.g. SOX compliance
• People and culture

The Committee, at its discretion, will adjust the composition and priority of these goals to coincide with changes in our business and competitive landscape and to fully align management's efforts with our corporate objectives.

Total Amount of the Incentive Pay Available

The Committee assigns the Company a performance rating on the basis of the Company's achievement of goals in the areas described above. The total amount available for incentive payments is established on the basis of each employee's target for incentive pay and is adjusted on the basis of the Company's achievement of the corporate goals.

Individual Awards

Once the total amount available for payment of performance incentive pay is determined, individual incentive awards are calculated based on the individual's target percentage, his or her individual performance, and the achievement of the Company's performance goals.

Each employee is given a performance rating by his or her supervisor to reflect the employee's performance against his or her individual goals and expectations for the year. Individual performance factors can impact individual awards over a range of 50 to 150% and are multiplied against the employee's target level. The result is a range for individual awards from 0-75% of base salary.

As an example, a senior officer may have a target incentive level of 50% of her salary. In a year that the officer achieved 95% of her goals, she will receive an incentive award that is 47.5% of her salary.

Eligibility

A Participant must be a full-time employee as of the date payments under the Plan are made in order to be eligible to receive an incentive award, except as otherwise provided in an applicable employment agreement. For employees with less than one year of service, the incentive payment is pro-rated based on their hire dates. Overtime earnings are not included in incentive award calculations.

Incentive payments, if any, are paid during the first quarter of the year immediately following the year being evaluated. Whether or not incentives are actually paid (collectively or individually) is ultimately at the discretion of the Committee. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any right to, interest in, or guarantee of an award under the Plan unless otherwise agreed to and approved by the Committee.

Effect on Employment

Nothing contained in the Plan constitutes an employment contract between the Company and any participant. The Plan does not give a participant any right to be retained in the Company's employ, nor does it enlarge or diminish the Company's right to terminate the Participant's employment, which remain subject to an at-will employment relationship, except as a written employment agreement may provide otherwise. Participation in one year does not affect the likelihood of participation in another year.

Effect on and of Transactions

The Company retains full authority to enter into any transactions involving the Company and the business without any consent from any participant in his or her capacity as such. The existence of the Plan does not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of itscapital or business structure, or to merge or to consolidate, or to dissolve, liquidate, sell, or transfer all or any part of its business or assets. The Committee may, in its sole discretion, take the transactions or other events into account in determining incentive pay.

Taxation; Compliance

The Company will withhold income and payroll taxes and any other amounts required by law. The Company intends that all actions under the Plan comply with Section 409A of the Internal Revenue Code of 1986 (the "Code") and other applicable law. If and to the extent required under Code Section 409A, the Committee has the discretion to accelerate any payment for any participant, to waive conditions to payment under the Plan, and, to the extent necessary to comply with Code Section 409A or other applicable law, revise any portion of the Plan, including with respect to any amounts already accrued on a Participant's behalf.

Unfunded; Unsecured

This Plan will at all times be entirely unfunded and no provisions will at any time be made with respect to segregating assets of the Company for payment of any benefits hereunder. Additionally, nothing contained herein may be construed as giving a participant, his or her beneficiary, or any other person, any equity or other interest of any kind in any assets of the Company or creating a trust of any kind or a fiduciary relationship of any kind between the Company and any such person. Neither participants nor anyone claiming an interest through any participant will have any right to assign, pledge, or otherwise transfer the right to receive a payment under the Plan. Any rights to such payments are expressly declared to be non-assignable and nontransferable. Unless the law requires otherwise, no unpaid amounts will be subject to attachment, alienation, garnishment, or execution, or be transferable if the participant becomes bankrupt or insolvent, for the satisfaction of the debts o f, or other obligations or claims against, the participant or any person or entity claiming an interest through him, her, or them, including claims for alimony, support, or separate maintenance.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.2

Exhibit 99.2

Trimeris, Inc.

2006 Base Salaries and Cash Bonuses for the Year Ended

December 31, 2005, for the Named Executive Officers

Name	Title	2006 Base Salary	Cash Bonus for the Year Ended December 31, 2005
Steven D. Skolsky	Chief Executive Officer	$487,008	$232,000
Dani P. Bolognesi	Chief Scientific Officer	$472,008	$225,000
Robert R. Bonczek	Chief Financial Officer and General Counsel	$315,000	$120,000
Andrew L. Graham	Director of Finance (principal accounting officer)	$139,008	$28,000

EX-99.1

Exhibit 99.1

Trimeris, Inc.

Incentive Pay Plan

Purpose

The Incentive Pay Plan (the "Plan") addresses the short-term incentive component of employee compensation and is structured to motivate, reward and retain employees by aligning compensation with the achievement of strategic corporate goals, as well as individual performance objectives.

The Compensation Committee of the Board of Directors (the "Committee") shall recommend action to the Board relating to the incentive pay awards of the Senior Officers of Trimeris and of the non-employee members of the Board of Directors. The Board of Directors shall approve the compensation for Senior Officers and the non-employee members of the Board of Directors. The term "Senior Officers" for this purpose shall mean the Chief Executive Officer (the "CEO"), the other executive officers of Trimeris who are, from time to time, designated as such by the Board for purposes of Section 16 of the Securities Exchange Act, and other senior managers who report directly to the CEO or COO.

Administrationand Amendment

Subject to the above limitations, the Plan is administered by the Committee. The Committee shall have the authority to grant awards and to adopt, amend, repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable from time to time. The Board of Directors or the Committee may amend or terminate the Plan at any time, without the consent of the participants; provided, however, that no amendment will deprive any participant of any previously declared incentive award.

Participants

The Incentive Pay Plan applies to each of our employees, including the members of our management team.

Incentive Pay Targets

Each employee has an incentive pay target, expressed as a percentage of his or her base salary for the year. The amount of a specific employee's target varies according to the employee's role in the Company, his or her salary grade and the terms of any employment agreement to which such employee is party.

Corporate Goals

In determining incentive pay, the Committee evaluates the Company's performance at year-end by assessing a number of financial, operational and business development factors, including sales, cash flow, share price, developments in its research programs, pursuit of growth opportunities and the achievement of other business and operating objectives, all in light of economic conditions.

The factors can be divided into three separate categories (weighted according to priority):

A. Financial goals (for example)

• Fuzeon sales
• Operating Cash Flow
• Expenses
• Earnings
• Share Price

B. Business Development goals (for example)

• Progress of internal research and development programs
• Evaluation of external opportunities for product pipeline expansion

C. Operational goals (for example)

• Management of collaboration with marketing, research or development partners
• Financial management, e.g. SOX compliance
• People and culture

The Committee, at its discretion, will adjust the composition and priority of these goals to coincide with changes in our business and competitive landscape and to fully align management's efforts with our corporate objectives.

Total Amount of the Incentive Pay Available

The Committee assigns the Company a performance rating on the basis of the Company's achievement of goals in the areas described above. The total amount available for incentive payments is established on the basis of each employee's target for incentive pay and is adjusted on the basis of the Company's achievement of the corporate goals.

Individual Awards

Once the total amount available for payment of performance incentive pay is determined, individual incentive awards are calculated based on the individual's target percentage, his or her individual performance, and the achievement of the Company's performance goals.

Each employee is given a performance rating by his or her supervisor to reflect the employee's performance against his or her individual goals and expectations for the year. Individual performance factors can impact individual awards over a range of 50 to 150% and are multiplied against the employee's target level. The result is a range for individual awards from 0-75% of base salary.

As an example, a senior officer may have a target incentive level of 50% of her salary. In a year that the officer achieved 95% of her goals, she will receive an incentive award that is 47.5% of her salary.

Eligibility

A Participant must be a full-time employee as of the date payments under the Plan are made in order to be eligible to receive an incentive award, except as otherwise provided in an applicable employment agreement. For employees with less than one year of service, the incentive payment is pro-rated based on their hire dates. Overtime earnings are not included in incentive award calculations.

Incentive payments, if any, are paid during the first quarter of the year immediately following the year being evaluated. Whether or not incentives are actually paid (collectively or individually) is ultimately at the discretion of the Committee. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any right to, interest in, or guarantee of an award under the Plan unless otherwise agreed to and approved by the Committee.

Effect on Employment

Nothing contained in the Plan constitutes an employment contract between the Company and any participant. The Plan does not give a participant any right to be retained in the Company's employ, nor does it enlarge or diminish the Company's right to terminate the Participant's employment, which remain subject to an at-will employment relationship, except as a written employment agreement may provide otherwise. Participation in one year does not affect the likelihood of participation in another year.

Effect on and of Transactions

The Company retains full authority to enter into any transactions involving the Company and the business without any consent from any participant in his or her capacity as such. The existence of the Plan does not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of itscapital or business structure, or to merge or to consolidate, or to dissolve, liquidate, sell, or transfer all or any part of its business or assets. The Committee may, in its sole discretion, take the transactions or other events into account in determining incentive pay.

Taxation; Compliance

The Company will withhold income and payroll taxes and any other amounts required by law. The Company intends that all actions under the Plan comply with Section 409A of the Internal Revenue Code of 1986 (the "Code") and other applicable law. If and to the extent required under Code Section 409A, the Committee has the discretion to accelerate any payment for any participant, to waive conditions to payment under the Plan, and, to the extent necessary to comply with Code Section 409A or other applicable law, revise any portion of the Plan, including with respect to any amounts already accrued on a Participant's behalf.

Unfunded; Unsecured

This Plan will at all times be entirely unfunded and no provisions will at any time be made with respect to segregating assets of the Company for payment of any benefits hereunder. Additionally, nothing contained herein may be construed as giving a participant, his or her beneficiary, or any other person, any equity or other interest of any kind in any assets of the Company or creating a trust of any kind or a fiduciary relationship of any kind between the Company and any such person. Neither participants nor anyone claiming an interest through any participant will have any right to assign, pledge, or otherwise transfer the right to receive a payment under the Plan. Any rights to such payments are expressly declared to be non-assignable and nontransferable. Unless the law requires otherwise, no unpaid amounts will be subject to attachment, alienation, garnishment, or execution, or be transferable if the participant becomes bankrupt or insolvent, for the satisfaction of the debts o f, or other obligations or claims against, the participant or any person or entity claiming an interest through him, her, or them, including claims for alimony, support, or separate maintenance.