UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): September 10, 2009
ALKERMES, INC.
(Exact Name of Registrant as Specified in its Charter)
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PENNSYLVANIA
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1-14131
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23-2472830
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(State or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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88 Sidney Street
Cambridge, Massachusetts
(Address of principal executive offices)
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02139
(Zip Code)
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Registrant’s telephone number, including area code:
(617) 494-0171
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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 September 10, 2009, David A. Broecker, the Chief Executive Officer and President of
Alkermes, Inc. (“Alkermes” or the “Company”), resigned as Chief Executive Officer and President,
from the Board of Directors and from all other positions with Alkermes and its subsidiaries. Mr.
Broecker’s employment with Alkermes will terminate effective December 31, 2009. Mr. Broecker did
not resign due to any disagreements with Alkermes. In connection with Mr. Broecker’s resignation
and his declining to stand for reelection to the Board of Directors at the Company’s upcoming
annual meeting of shareholders, the Board voted to decrease the number of members of the Board of
Directors from ten to nine.
On September 10, 2009, Mr. Broecker and Alkermes entered into a Separation Agreement providing
for, among other things, (i) the payment of severance (in the aggregate amount of $1,151,250) and
continuation of benefits through June 30, 2011; (ii) the acceleration of vesting of stock options
and restricted stock which would have vested through June 30, 2010 and an extension of time to
exercise all outstanding stock options until the earlier of June 30, 2011 or the stated expiration
date of the stock options; (iii) the execution of customary releases of liability and (iv) other
customary terms and conditions. The Separation Agreement is filed as Exhibit 10.1 hereto.
On September 10, 2009, the Board of Alkermes appointed Richard F. Pops as Chief Executive
Officer and President of Alkermes effective immediately. Mr. Pops, who is 47 years old, has served
as a director of the Company since February 1991 and served as the Company’s Chief Executive
Officer from February 1991 until April 1, 2007 and since that time has served as the Chairman of
the Board of Alkermes. Mr. Pops currently serves on the Board of Directors of Neurocrine
Biosciences, Inc., CombinatoRx, Incorporated, Acceleron Pharma, Inc., Epizyme Inc., the
Biotechnology Industry Organization (BIO), the Pharmaceutical Research and Manufacturers of America
(PhRMA), and the New England Healthcare Institute. He is also a member of the Harvard Medical
School Board of Fellows. There is no arrangement or understanding pursuant to which Mr. Pops was
selected as Chief Executive Officer and President and there are no family relationships between Mr.
Pops and the directors or executive officers of the Company. Since the beginning of the Company’s
last fiscal year and except as disclosed in the Company’s definitive proxy statement or annual
report on Form 10-K, Mr. Pops has not had any transactions (i) with Alkermes, (ii) with any of the
Company’s directors, nominees for election as a director or executive officers, (iii) with any
security holder who is known to Alkermes to own of record or beneficially more than five percent of
any class of the Company’s voting securities, or (iv) with any member of the immediate family of
any of the foregoing persons in amounts greater than $120,000, nor is there contemplation of any
such transactions.
On September 10, 2009, Mr. Pops and Alkermes entered into Amendment No. 2 (the “Amendment”) to
his Employment Agreement (as amended to date, the “Employment Agreement”). The Amendment provides,
among other things, the following changes to the Employment Agreement: (i) that Mr. Pops shall be
Chief Executive Officer, President and Chairman of the Board until the termination of the
Employment Agreement as provided therein; (ii) that Mr. Pops’ base salary and incentive
compensation shall be determined annually by the Compensation Committee of the Board; (iii) that
the severance payment for termination of Mr. Pops’ employment by the Company without cause or by
Mr. Pops with good reason shall be in an amount equal to two times the total of his base salary
plus the average of his annual incentive compensation for the two immediately preceding fiscal
years and shall be paid over a period of 24 months; and (iv) other customary terms and conditions.
The Amendment is filed as Exhibit 10.2 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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Separation Agreement by and between Alkermes, Inc. and David
A. Broecker, dated September 10, 2009.
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10.2
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Amendment No. 2 to Employment Agreement by and between
Alkermes, Inc. and Richard F. Pops, dated September 10, 2009.
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SIGNATURE
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.
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ALKERMES, INC.
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Date: September 11, 2009
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By:
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/s/ James M. Frates
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James M. Frates
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Senior Vice President, Chief Financial Officer and
Treasurer
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3
Exhibit Index
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Exhibit No.
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Description
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10.1
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Separation Agreement by and between Alkermes, Inc. and David
A. Broecker, dated September 10, 2009.
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10.2
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Amendment No. 2 to Employment Agreement by and between
Alkermes, Inc. and Richard F. Pops, dated September 10, 2009.
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4
Exhibit 10.1
SEPARATION AGREEMENT
This Separation Agreement is made between David A. Broecker (“Executive”) and Alkermes, Inc.
(the “Company,” together with Executive, the “Parties”).
WHEREAS
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Executive has served as an executive officer, including CEO, of the
Company since
February 2001;
WHEREAS
, the Parties entered into an employment agreement dated December 12, 2007, and amended
that agreement as of October 7, 2008 (the agreement as amended is hereinafter referred to as the
“Employment Agreement”);
WHEREAS,
the Employment Agreement contains terms which expressly survive the termination of
Executive’s employment;
WHEREAS,
Executive holds restricted shares of the Company’s common stock and options to
purchase shares of the Company’s common stock (which are both vested and unvested options) that are
governed by the Alkermes, Inc. 2008 Stock Option and Incentive Plan, the Alkermes, Inc. 2002
Restricted Stock Award Plan (as amended and approved on October 9, 2007), and the Alkermes, Inc.
1999 Stock Option Plan (as amended and approved on November 2, 2006) and associated stock option
certificates and restricted stock certificates (collectively “Equity Documents”);
WHEREAS
, the Company has agreed to provide Executive with certain termination benefits (the
“Termination Benefits”) provided that, among other things, the Executive enters into a separation
agreement which includes a general release of claims in favor of the Company and related persons
and entities;
WHEREAS
, the Company and the Executive have agreed that the Executive will resign his
employment with the Company;
NOW, THEREFORE
, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
1.
Employment Separation
. Executive’s employment with the Company shall end on December
31, 2009 (“Separation Date”). Executive confirms that, effective September 10, 2009, he has
resigned his position as President and Chief Executive Officer of the Company, his position as a
Director of the Company, and all other offices and positions that he holds with the Company or any
of its subsidiaries or affiliates. Between September 10, 2009 and the Separation Date, Executive
will receive his regular bi-weekly salary payments. Executive confirms that he will use all
accrued, unused vacation pay to which he is entitled as of September 10, 2009 by the Separation
Date. Executive will not accrue additional vacation entitlement after September 10, 2009.
2.
Business Expense Reimbursement
.
The Company shall reimburse Executive for any
outstanding, reasonable business expenses that Executive has incurred on the Company’s behalf
through the Separation Date, provided the Company receives
appropriate documentation pursuant to
the Company’s business expense reimbursement policy on or before the Separation Date.
3.
Termination Benefits
. In exchange for, among other things, his signing, delivering and
not revoking a General Release of Claims in the form of
Exhibit A
hereto (the “Release”),
the Company agrees to provide Executive with the following Termination Benefits:
(a) The Company shall pay Executive $1,151,250, which represents an amount equal to one and
one-half times the sum of the Executive’s Base Salary and his Average Incentive Compensation (as
such terms are defined in the Employment Agreement, such amount referred to herein as the
“Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly
installments over eighteen (18) months, in arrears beginning on the first payroll date that occurs
after thirty-five days from the Separation Date. Solely for the purposes of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), each bi-weekly payment is considered a
separate payment. The death of the Executive shall not relieve the Company of its obligations
hereunder.
(b) Subject to Executive’s copayment of premium amounts at the active employees’ rate, he
shall continue to participate in the Company’s group health, dental and vision program for eighteen
(18) months following the Separation Date;
provided, however
, that the continuation of such
benefits under this subparagraph shall reduce and count against Executive’s rights under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).
(c) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit that
Executive becomes entitled to under this Agreement is considered deferred compensation subject to
interest, penalties and additional tax imposed pursuant to Section 409A(a) of the Code as a result
of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable
or benefit shall be provided prior to the date that is the earlier of (A) six months after
Executive’s separation from service, or (B) Executive’s death, and the initial payment shall
include a catch-up amount covering amounts that would otherwise have been paid during the first
six-month period but for the applications of this Subparagraph 3(c). The Parties intend that this
Agreement will be administered in accordance with Section 409A of the Code. The Parties agree that
this Agreement may be amended, as reasonably requested by either Party, and as may be necessary to
fully comply with Section 409A of the Code and all related rules and regulations in order to
preserve the payments and benefits provided hereunder without additional cost to either Party.
(d)
Treatment of Executive’s Stock Options
. The stock options held by Executive
immediately prior to September 10, 2009 are set forth on
Exhibit B
hereto (all of such
options, the “
Stock Options
”). Subject to the approval of the Compensation Committee of
the Board of Directors of the Company, all Stock Options are hereby amended such that, effective as
of the Separation Date, they are exercisable until the earlier of (1) the stated expiration date of
such Stock Option, and (2) June 30, 2011.
(i) Subject to the approval of the Compensation Committee of the Board of Directors of
the Company, the following Stock Options are hereby amended such that such options are
fully vested as of the earlier of Executive’s death or the Separation Date:
(A) The remaining 28,125 shares of a Stock Option to purchase 112,500 shares
of the Company’s Common Stock at an exercise price of $18.60 per share, granted on
December 9, 2005; and
(B) The remaining 14,062 shares of a Stock Option to purchase 56,250 shares of
the Company’s Common Stock at an exercise price of $20.79 per share, granted on May
2, 2006.
(ii) Subject to the approval of the Compensation Committee of the Board of Directors
of the Company, the following Stock Options are hereby amended such that vesting is
accelerated as of the earlier of Executive’s death or the Separation Date as if Executive’s
employment with the Company terminated on June 30, 2010 (notwithstanding anything to the
contrary contained in the Stock Option award certificates or in the equity compensation
plan pursuant to which such Stock Option was granted) as a result of which the following
vesting shall occur:
(A) 20,000 shares of a Stock Option to purchase 80,000 shares of the Company’s
Common Stock at an exercise price of $14.38 per share, granted on December 12,
2006, the remaining 20,000 shares of such award shall remain unvested and terminate
on the Separation Date;
(B) 15,000 shares of a Stock Option to purchase 60,000 shares of the
Company’s Common Stock at an exercise price of $15.95 per share, granted on June 1,
2007, the remaining 15,000 shares of such award shall remain unvested and terminate
on the Separation Date;
(C) 7,500 shares of a Stock Option to purchase 30,000 shares of the Company’s
Common Stock at an exercise price of $14.13 per share, granted on November 5, 2007,
the remaining 15,000 shares of such award shall remain unvested and terminate on
the Separation Date;
(D) 27,500 shares of a Stock Option to purchase 110,000 shares of the
Company’s Common Stock at an exercise price of $12.29 per share, granted on May 27,
2008, the remaining 55,000 shares of such award shall remain unvested and terminate
on the Separation Date; and
(E) 43,750 shares of a Stock Option to purchase 175,000 shares of the
Company’s Common Stock at an exercise price of $8.55 per share, granted on May 26,
2009, the remaining 131,250 shares of such award shall remain unvested and
terminate on the Separation Date.
(iii) Executive acknowledges that the Stock Options amended pursuant to (i) and (ii)
above shall not be eligible to be taxed as an “incentive stock option” for purposes of
Section 422 of the Code.
(e)
Treatment of Executive’s Restricted Stock Awards
. The restricted stock awards
granted to Executive prior to September 10, 2009 are set forth in
Exhibit C
hereto.
(i) Subject to the approval of the Compensation Committee of the Board of Directors of
the Company and the continued employment of Executive until the earlier of the Separation
Date or his death, the following Restricted Stock Awards are hereby amended such that
vesting is accelerated as of the earlier of Executive’s death or the Separation Date as if
Executive’s employment with the Company terminated on June 30, 2010 (notwithstanding
anything to the contrary contained in the Restricted Stock Award certificates or in the
equity compensation plan pursuant to which such Restricted Stock Award was granted) as a
result of which the following vesting shall occur:
(A) 3,750 shares of the Company’s Common Stock pursuant to a Restricted Stock
Award granted on June 1, 2007, the remaining 3,750 shares of such award shall
remain unvested and terminate on the Separation Date;
(B) 1,000 shares of the Company’s Common Stock pursuant to a Restricted Stock
Award granted on November 5, 2007, the remaining 2,000 shares of such award shall
remain unvested and terminate on the Separation Date; and
(C) 3,000 shares of the Company’s Common Stock pursuant to a Restricted Stock
Award granted on May 27, 2008, the remaining 6,000 shares of such award shall
remain unvested and terminate on the Separation Date.
(ii) The Restricted Stock Awards covering 10,000 shares of the Company’s Common Stock,
granted on May 27, 2008 and 20,000 shares of the Company’s Common Stock, granted on May 26,
2009 each terminate on the Separation Date.
(f) The Company will pay the cost of professional outplacement services up to a maximum of
$23,500 provided by a top tier outplacement services firm selected by Executive. The Company will
pay the outplacement agency directly. This supplemental termination benefit must be used by
Executive within six months of the Separation Date or be forfeited.
(g) The Company will reimburse Executive up to $2,500 for the cost of obtaining advice from
an accountant or other tax advisor concerning tax issues under this Separation Agreement. Such
amount will be paid no later than the last day of 2010.
(h) Executive may retain his personal contact information stored on his Company computer.
4.
Employment Agreement.
Executive hereby reaffirms his continuing obligations pursuant
to the Employment Agreement, including but not limited to his co-operation, nonsolicitation and
nondisclosure obligations under Section 7 of the Employment Agreement, all of which are
incorporated by reference into this section and shall remain in full force and effect.
5.
Non-disparagement
Executive agrees not to make any disparaging statements concerning
the Company or any of its affiliates or current or former officers, directors, shareholders,
employees or agents. The Company agrees to direct its executive officers not to make any
disparaging statements concerning the Executive to any third parties. This non-disparagement
obligation shall not in any way affect the obligation of the Executive, the Company, and any
officer, director, shareholder, employee or agent thereof, to testify truthfully in any legal
proceeding or government investigation.
6.
Advice of Counsel
. This Separation Agreement is a legally binding document and
Executive’s signature will commit Executive to its terms. Executive acknowledges that he has been
advised to discuss all aspects of this Separation Agreement with his attorney, that he has
carefully read and fully understands all of the provisions of this Separation Agreement and that
Executive is knowingly and voluntarily entering into this Separation Agreement.
7.
Termination of Termination Benefits
. Executive’s right to the Termination Benefits is
conditional on his compliance with his continuing obligations under the Employment Agreement and
his Covenant Not to Compete with the Company dated January 3, 2001 (the “Non-Compete”). In the
event that Executive fails to comply with his obligations under Section 7 of the Employment
Agreement or his obligations under this Separation Agreement or his Non-Compete, in addition to any
other legal or equitable remedies it may have for such breach, the Company shall have the right to
terminate the Termination Benefits payable hereunder (i) immediately upon such failure to comply if
such failure to comply is incapable of being cured by the Executive; and (ii) with five days prior
written notice to the Executive informing him of the Company’s reasonable belief that a failure to
comply has occurred and if such failure to comply has not been cured within such five-day period.
Such termination of those payments and benefits in the event of such breach by Executive shall not
affect Executive’s ongoing obligations, and shall be in addition to and not in lieu of the
Company’s rights to injunctive relief and other legal and equitable remedies that the Company may
have.
8.
Enforceability
. Executive acknowledges that, if any portion or provision of this
Separation Agreement, or the restrictions in Section 7 of the Employment Agreement or the
Non-Compete, shall to any extent be declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder other than those as to which it is so declared illegal or
unenforceable, shall not be affected thereby, and each portion and provision shall be valid and
enforceable to the fullest extent permitted by law.
9.
Entire Agreement
. This Separation Agreement along with the Employment Agreement, the
Non-Compete and the Equity Documents, as modified herein, constitute the entire agreement between
Executive and the Company concerning Executive’s relationship with the Company, and supersedes and
replaces any and all other prior agreements and understandings between the Parties concerning the
Executive’s relationship with the Company.
10.
Waiver
. No waiver of any provision of this Separation Agreement shall be effective
unless made in writing and signed by the waiving party. The failure of either Party to require the
performance of any term or obligation of this Separation Agreement, or the waiver by either Party
of any breach of this Separation Agreement, shall not prevent any subsequent enforcement of such
term or obligation or be deemed a waiver of any subsequent breach.
11.
Taxes
. The Company shall undertake to make deductions, withholdings and tax reports
with respect to payments and benefits under this Separation Agreement and in connection with other
compensation matters to the extent that it reasonably and in good faith determines that it is
required to make such deductions, withholdings and tax reports. Payments under this Separation
Agreement shall be in amounts net of any such deductions or withholdings. Nothing in this
Separation Agreement shall be construed to require the Company to make any payments to compensate
Executive for any adverse tax effect associated with any payments or benefits made to Executive in
connection with Executive’s employment with the Company.
12.
Governing Law; Interpretation
. This Separation Agreement shall be interpreted and
enforced under the laws of the Commonwealth of Massachusetts without regard to conflict of law
principles. In the event of any dispute, this Separation Agreement is intended by the Parties to
be construed as a whole, to be interpreted in accordance with its fair meaning, and not to be
construed strictly for or against either Party or the “drafter” of all or any portion of this
Separation Agreement.
13.
Counterparts
. This Separation Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be taken to be an original, but all of which
together shall constitute one and the same document. Facsimile and pdf signatures shall be deemed
to be of equal force and effect as originals.
IN WITNESS WHEREOF
, the Parties, intending to be legally bound, have executed this Separation
Agreement on the date(s) indicated below.
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ALKERMES, INC.
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/s/ Kathryn L. Biberstein
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September 10, 2009
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Kathryn L. Biberstein, Sr. V.P.
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Date
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/s/ David A. Broecker
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September 10, 2009
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David A. Broecker
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Date
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EXHIBIT A
General Release of Claims
I, David A. Broecker, acknowledge that, pursuant to Section 3 of my September 10, 2009
Separation Agreement (the “Separation Agreement”) with Alkermes, Inc. (the “Company”), I am
required to execute a release of any and all legal claims in a form satisfactory to the Company as
a condition of my eligibility for severance payments and benefits under the Separation Agreement.
Accordingly, in consideration for such payments, to which I acknowledge I otherwise would not be
entitled, I voluntarily release and forever discharge the Company, its affiliated and related
entities, its and their respective predecessors, successors and assigns, its and their respective
employee benefit plans and fiduciaries of such plans, and the current and former officers,
directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in
their official and personal capacities (collectively referred to as the “
Releasees
”)
generally from all claims, demands, debts, damages and liabilities of every name and nature, known
or unknown (“
Claims
”) that, as of the date when I sign this Agreement, I have, ever had,
now claim to have or ever claimed to have had against any or all of the Releasees. This release
includes, without limitation, all Claims:
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relating to my employment by and termination of employment with the Company and any of its
affiliated and related entities;
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•
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of wrongful discharge;
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•
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of breach of contract;
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•
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of retaliation or discrimination under federal, state or local law (including, without
limitation, Claims of age discrimination or retaliation under the Age Discrimination in
Employment Act);
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•
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under any other federal or state statute;
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•
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of defamation or other torts;
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•
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of violation of public policy;
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•
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for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other
compensation or benefits; and
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•
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for damages or other remedies of any sort, including, without limitation, compensatory
damages, punitive damages, injunctive relief and attorney’s fees;
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provided
,
however
, that this release shall not affect my vested rights under the Company’s Section
401(k) plan, my rights under this Agreement, the Separation Agreement, and the Equity Documents
referenced in the Separation Agreement; and any right I may have to indemnification under the
Company’s by-laws.
I agree that I shall not accept damages of any nature, other equitable or legal remedies for
my own benefit, attorney’s fees, or costs from any of the Releasees with respect to any Claim
released hereby. As a material inducement to the Company to make the severance payments and health
and other benefit insurance premium payments under the Separation Agreement, I represent that I
have not assigned to any third party any Claim released hereby.
I have had the opportunity to consider this Release for twenty-one (21) days before signing
it. If I have signed this Release within less than twenty-one (21) days of the date of its
delivery to me, I acknowledge by signing this Release that such decision was entirely voluntary and
that I had the opportunity to consider this Release for the entire twenty-one (21) day period. For
the period of seven (7) days from the date when I sign this Release, I have the right to revoke
this Release by written notice to Kathryn L. Biberstein, General Counsel, Alkermes, Inc., 88 Sidney
Street, Cambridge, MA 02139. For such a revocation to be effective, it must be delivered so that
it is received by the Company at or before the expiration of the seven (7) day revocation period.
This Release shall not become effective or enforceable during the revocation period. This Release
shall become effective on the first business day following the expiration of the revocation period.
I understand that this Release is a legally binding document and my signature will commit me
to its terms. I acknowledge that I have been advised by the Company to discuss all aspects of this
Release with my attorney, that I have carefully read and fully understand all of the provisions of
this Release and that I am knowingly and voluntarily signing this Release.
In signing this Release, I am not relying upon any promises or representations made by anyone
at or on behalf of the Company, other than the promises set forth in the Separation Agreement.
You are advised to consult with an attorney before signing this Release.
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/s/
David A. Broecker
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David A. Broecker
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Dated:
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September 10, 2009
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EXHIBIT B
DAVID BROECKER OPTIONS AS OF SEPTEMBER 10, 2009
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Total
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Grant Date
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Plan
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Shares
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Price
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Vested
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Unvested
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2/12/2001
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1999/ISO
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13,632
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$
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29.3400
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13,632
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0
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2/12/2001
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1999/NQ
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386,368
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$
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29.3400
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386,368
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0
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400,000
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400,000
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10/2/2001
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1998/NQ
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150,000
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$
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19.4000
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150,000
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0
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7/18/2002
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1999/ISO
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18,753
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$
|
4.7700
|
|
|
|
18,753
|
|
|
|
0
|
|
|
7/18/2002
|
|
1999/NQ
|
|
|
56,247
|
|
|
$
|
4.7700
|
|
|
|
56,247
|
|
|
|
0
|
|
|
|
|
|
|
|
75,000
|
|
|
|
|
|
|
|
75,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/12/2002
|
|
1998/NQ
|
|
|
25,500
|
|
|
$
|
7.3600
|
|
|
|
25,500
|
|
|
|
0
|
|
|
12/12/2002
|
|
1999/ISO
|
|
|
1,435
|
|
|
$
|
7.3600
|
|
|
|
1,435
|
|
|
|
0
|
|
|
12/12/2002
|
|
1999/NQ
|
|
|
248,065
|
|
|
$
|
7.3600
|
|
|
|
248,065
|
|
|
|
0
|
|
|
|
|
|
|
|
275,000
|
|
|
|
|
|
|
|
275,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/25/2003
|
|
1999/ISO
|
|
|
10,030
|
|
|
$
|
9.9700
|
|
|
|
10,030
|
|
|
|
0
|
|
|
4/25/2003
|
|
1999/NQ
|
|
|
112,470
|
|
|
$
|
9.9700
|
|
|
|
112,470
|
|
|
|
0
|
|
|
|
|
|
|
|
122,500
|
|
|
|
|
|
|
|
122,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/17/2003
|
|
1999/NQ
|
|
|
110,250
|
|
|
$
|
14.5700
|
|
|
|
110,250
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/10/2003
|
|
1999/NQ
|
|
|
67,250
|
|
|
$
|
12.1600
|
|
|
|
67,250
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/12/2004
|
|
1999/ISO
|
|
|
8,130
|
|
|
$
|
12.3000
|
|
|
|
8,130
|
|
|
|
0
|
|
|
7/12/2004
|
|
1999/NQ
|
|
|
81,870
|
|
|
$
|
12.3000
|
|
|
|
81,870
|
|
|
|
0
|
|
|
|
|
|
|
|
90,000
|
|
|
|
|
|
|
|
90,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/17/2004
|
|
1999/NQ
|
|
|
210,000
|
|
|
$
|
14.9000
|
|
|
|
210,000
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/9/2005
|
|
1999/ISO
|
|
|
5,376
|
|
|
$
|
18.6000
|
|
|
|
0
|
|
|
|
5,376
|
|
|
12/9/2005
|
|
1999/NQ
|
|
|
107,124
|
|
|
$
|
18.6000
|
|
|
|
84,375
|
|
|
|
22,749
|
|
|
|
|
|
|
|
112,500
|
|
|
|
|
|
|
|
84,375
|
|
|
|
28,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/2/2006
|
|
1999/ISO
|
|
|
4,810
|
|
|
$
|
20.7900
|
|
|
|
0
|
|
|
|
4,810
|
|
|
5/2/2006
|
|
1999/NQ
|
|
|
51,440
|
|
|
$
|
20.7900
|
|
|
|
42,188
|
|
|
|
9,252
|
|
|
|
|
|
|
|
56,250
|
|
|
|
|
|
|
|
42,188
|
|
|
|
14,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
Grant Date
|
|
Plan
|
|
Shares
|
|
Price
|
|
Vested
|
|
Unvested
|
|
12/12/2006
|
|
1999/NQ
|
|
|
80,000
|
|
|
$
|
14.3800
|
|
|
|
40,000
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/1/2007
|
|
1999/ISO
|
|
|
6,269
|
|
|
$
|
15.9500
|
|
|
|
0
|
|
|
|
6,269
|
|
|
6/1/2007
|
|
1999/NQ
|
|
|
53,731
|
|
|
$
|
15.9500
|
|
|
|
30,000
|
|
|
|
23,731
|
|
|
|
|
|
|
|
60,000
|
|
|
|
|
|
|
|
30,000
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/5/2007
|
|
1999/NQ
|
|
|
30,000
|
|
|
$
|
14.1300
|
|
|
|
7,500
|
|
|
|
22,500
|
|
|
|
|
5/27/2008
|
|
1999/ISO
|
|
|
8,136
|
|
|
$
|
12.2900
|
|
|
|
0
|
|
|
|
8,136
|
|
|
5/27/2008
|
|
1999/NQ
|
|
|
101,864
|
|
|
$
|
12.2900
|
|
|
|
27,500
|
|
|
|
74,364
|
|
|
|
|
|
|
|
110,000
|
|
|
|
|
|
|
|
27,500
|
|
|
|
82,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/26/2009
|
|
2008/ISO
|
|
|
11,697
|
|
|
$
|
8.5500
|
|
|
|
0
|
|
|
|
11,697
|
|
|
5/26/2009
|
|
2008/NQ
|
|
|
163,303
|
|
|
$
|
8.5500
|
|
|
|
0
|
|
|
|
163,303
|
|
|
|
|
|
|
|
175,000
|
|
|
|
|
|
|
|
|
|
|
|
175,000
|
|
EXHIBIT C
DAVID BROECKER RESTRICTED STOCK AWARDS AS OF SEPTEMBER 10, 2009
Time Vesting RSAs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
Grant Date
|
|
Plan
|
|
Shares
|
|
Vested
|
|
Unvested
|
|
6/1/07
|
|
2002 RSA
|
|
|
15,000
|
|
|
7,500
|
|
|
7,500
|
|
11/5/07
|
|
2002 RSA
|
|
|
4,000
|
|
|
1,000
|
|
|
3,000
|
|
5/27/08
|
|
2002 RSA
|
|
|
12,000
|
|
|
3,000
|
|
|
9,000
|
Performance Vesting RSAs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
Grant Date
|
|
Plan
|
|
Shares
|
|
Vested
|
|
Unvested
|
|
5/27/08
|
|
2002 RSA
|
|
|
10,000
|
|
|
0
|
|
|
10,000
|
|
5/26/09
|
|
2008 Omni
|
|
|
20,000
|
|
|
0
|
|
|
20,000
|