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)
December 29, 2004
UNITED THERAPEUTICS CORPORATION
Delaware | 000-26301 | 52-1984749 | ||
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(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
1110 Spring Street
Silver Spring, MD 20910
(Address of principal executive offices including Zip Code)
(301) 608-9292
N.A.
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.
The Compensation Committee of the Board of Directors of United
Therapeutics Corporation (the Company) has approved amendments to the
following agreements of its named executive officers, effective December 29,
2004: Executive Employment Agreement between Martine A. Rothblatt, Ph.D. and
the Company, dated April 2, 1999, as previously amended (the
Rothblatt
Agreement
); Employment Agreement between Roger Jeffs, Ph.D. and the Company,
dated November 29, 2000, as previously amended (the
Jeffs Agreement
);
Employment Agreement between Fred Hadeed and the Company, dated January 3,
2000, as previously amended (the
Hadeed Agreement
); and the Employment
Agreement between Paul A. Mahon and the Company, dated June 16, 2001, as
previously amended (the
Mahon Agreement
).
The Rothblatt Agreement has been amended to extend the stock option
exercise period upon termination, and to provide for the ability of Dr.
Rothblatt to take a senior advisor position with the Company upon termination,
as more particularly described in Exhibit 10.1 hereto, which exhibit is
incorporated herein by reference. The Jeffs Agreement has been amended to
revise the term of that agreement, to revise the compensation upon termination
without cause provision, and to provide for the ability of Dr. Jeffs to take a
senior advisor position with the Company upon termination, as more particularly
described in Exhibit 10.2 hereto, which exhibit is incorporated herein by
reference. The Hadeed Agreement has been amended to revise the term of the
agreement, to revise the compensation upon termination without cause provision,
and to provide for the ability of Mr. Hadeed to take a senior advisor position
with the Company upon termination, as more particularly described in Exhibit
10.3 hereto, which exhibit is incorporated herein by reference. The Mahon
Agreement has been amended to revise the compensation upon termination without
cause provision and to provide for the ability of Mr. Mahon to take a senior
advisor position with the Company upon termination, as more particularly
described in Exhibit 10.4 hereto, which exhibit is incorporated herein by
reference.
Item 9.01 Exhibits.
(c) Exhibits
Exhibit No.
Description of Exhibit
Amendment to Executive Employment Agreement between Martine A. Rothblatt and United Therapeutics Corporation, dated April 2, 1999, as previously amended.
Amendment to Employment Agreement between Roger Jeffs, Ph.D. and United Therapeutics Corporation dated November 29, 2000, as previously amended.
Amendment to Employment Agreement between Fred Hadeed and United Therapeutics Corporation dated January 3, 2000, as previously amended.
Amendment to Employment Agreement between Paul A. Mahon and United Therapeutics Corporation dated June 16, 2001, as previously amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
UNITED THERAPEUTICS CORPORATION
(Registrant)
By:
/s/ Paul A. Mahon
Name:
Paul A. Mahon
Title:
General Counsel
EXHIBIT INDEX
Exhibit No.
Description of Exhibit
Amendment to Executive Employment Agreement between Martine A. Rothblatt and United Therapeutics Corporation, dated April 2, 1999, as previously amended.
Amendment to Employment Agreement between Roger Jeffs, Ph.D. and United Therapeutics Corporation dated November 29, 2000, as previously amended.
Amendment to Employment Agreement between Fred Hadeed and United Therapeutics Corporation dated January 3, 2000, as previously amended.
Amendment to Employment Agreement between Paul A. Mahon and United Therapeutics Corporation dated June 16, 2001, as previously amended.
EXHIBIT 10.1
AMENDMENT
THIS AMENDMENT is made as of the 29th day of December 2004 to the Executive Employment Agreement between Martine A. Rothblatt (Executive) and United Therapeutics Corporation dated April 2, 1999, as previously amended (the Agreement).
WHEREAS, the parties desire to amend the Agreement as provided below.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Agreement as follows:
1. Extension of Stock Option Exercise Period . A new Section 4.2(g) shall be added to the Agreement as follows:
Exercise Term of Stock Options . The exercise period for each stock option granted to Executive prior to Executives Date of Termination shall be the full remaining duration of the term of each such option |
2. Compensation Upon Termination Without Cause . A new Section 4.4 shall be added to the Agreement as follows:
Notwithstanding any other provision of this Agreement to the contrary, in the event that Executive chooses to resign for any reason other than as result of a reason constituting termination for Cause then, in such event, at the option of the Executive, Executive may state in her letter of resignation that she wishes to serve as a Senior Advisor to the Company, which continuing service shall be on the following terms: (i) Executive shall be employed on a full-time basis as a Senior Advisor to the Company for up to fifteen years from the date of resignation, for so long as Executive is willing and able to provide advisory services to the Company; (ii) Executive shall report to the Companys General Counsel and shall at all times be diligent in responding to informational or discussion requests and project assignments from the General Counsel or his/her designee; (iii) Executive shall receive compensation of $50,000 per year without increase, bonus or other adjustment for each year of service, payable semi-monthly or in such other installments as shall be consistent with the Companys payroll procedures, less all necessary withholding; (iv) unless otherwise agreed to by the Company, Executive shall provide such advisory services from Executives personal offices not located at Company facilities; (v) Executive shall continue to abide by his or her obligations of confidentiality and non-competition as provided in this Agreement; and (vi) Executive shall receive compensation termination as if Executives employment had been terminated without Cause. |
3. Effect . No other provisions of the Agreement shall be affected by this Amendment, and all other provisions of the Agreement shall remain in full force and effect.
In witness whereof, the parties have executed this Amendment effective as of the date first written above.
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UNITED THERAPEUTICS CORPORATION | |
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/s/ Martine Rothblatt
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/s/ Roger A. Jeffs | |
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Martine A. Rothblatt, Ph.D.
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Roger Jeffs, Ph.D. |
EXHIBIT 10.2
AMENDMENT
THIS AMENDMENT is made as of the 29th day of December 2004 to the Employment Agreement between Roger Jeffs, Ph.D. (Executive) and United Therapeutics Corporation dated November 29, 2000, as previously amended (the Agreement).
WHEREAS, the parties desire to amend the Agreement as provided below.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Agreement as follows:
1. Term of the Agreement . Section 2 of the Agreement presently provides as follows:
The employment of the Executive by the Company will commence immediately upon the retirement of James W. Crow, Ph.D. from his position as President and COO of the Company and end on the fifth anniversary of such date (the Initial Term), and thereafter shall continue from year to year for additional one-year terms (the Additional Terms), unless and until either party shall give notice of such partys intent to terminate not less than 30 days prior to the end of the then-current Initial Term or Additional Term, which termination shall be effective at the expiration of said term, or until sooner terminated as hereinafter set forth. |
The foregoing Section 2 provision shall be replaced in its entirety with the following provision:
The employment of the Executive by the Company will commence upon execution of this Agreement for a term of five (5) years continuing to and including January 31, 2010. The term (as herein extended) shall automatically be extended by one (1) additional year at the end of each year unless at least six (6) months prior to the end of the term or any anniversary thereof, the Company shall deliver to Executive or Executive shall deliver to the Company written notice that the term shall not be so extended. |
2. Compensation Upon Termination Without Cause . Section 8(d) of the Agreement presently provides as follows:
If (i) the Company terminates the Executives employment without Cause, or (ii) the Executives employment is terminated as a result of the transfer of control of the Company by acquisition, merger, hostile takeover or for any other reason whatsoever, or (iii) Executives authority and responsibilities are materially diminished without cause relating to the performance of Executives services hereunder and Executive terminates this Agreement as a result of such unjustified diminution of authority, then should any of the foregoing events occur, the Company shall pay to Executive a lump-sum amount equal to the amount Executive would have been entitled to receive in Base Salary for the time remaining in Executives then current term of employment (either Initial Term or Additional Term), or 2 times the Executives then current salary, whichever is greater. Such payment shall be fully due and payable to Executive in a lump sum upon Executives Date of Termination. Additionally, in the event of termination contemplated in this Section 8(d) , all options granted to Executive pursuant to Section 4(c) shall immediately vest in Executive. |
The foregoing Section 8(d) provision shall be replaced in its entirety with the following provision:
If (i) the Company terminates Executives employment without Cause, or (ii) the Executives employment is terminated as a result of the transfer of control of the Company by acquisition, merger, hostile takeover or for any other reason whatsoever, or (iii) Executives authority and responsibilities are materially diminished without cause relating to the performance of Executives services hereunder and Executive terminates this Agreement as a result of such unjustified diminution of authority, then should any of the foregoing events occur, the Company shall pay to Executive a lump-sum amount equal to two times (i) Executives current annual rate of Base Salary, plus (ii) the greater of the bonus and/or other incentive payments awarded to executive for the immediately preceding year or the average bonus and/or other inventive payments awarded to the Executive for the previous two years. Such payment shall be fully due and payable to Executive in a lump sum upon Executives Date of Termination. Additionally, in the event of termination contemplated in this Section 8(d), all unvested options granted to Executive prior to Executives Date of Termination shall immediately vest in Executive upon Executives Date of Termination, and the exercise period for each such previously-granted option shall be the full remaining duration of the term of each such option. |
3. Compensation Upon Termination Without Cause . A new Section 8(e) shall be added to the Agreement as follows:
Notwithstanding any other provision of this Agreement to the contrary, in the event that Executive chooses to resign for any reason other than as result of a reason constituting termination for Cause then, in such event, at the option of the Executive, Executive may state in his letter of resignation that he wishes to serve as a Senior Advisor to the Company, which continuing service shall be on the following terms: (i) Executive shall be employed on a full-time basis as a Senior Advisor to the Company for up to fifteen years from the date of resignation, for so long as Executive is willing and able to provide advisory services to the Company; (ii) Executive shall report to the Companys General Counsel and shall at all times be diligent in responding to informational or discussion requests and project assignments from the General Counsel or his/her designee; (iii) Executive shall receive compensation of $50,000 per year without increase, bonus or other adjustment for each year of service, payable semi-monthly or in such other installments as shall be consistent with the Companys payroll procedures, less all necessary withholding; (iv) unless otherwise agreed to by the Company, Executive shall provide such advisory services from Executives personal offices not located at Company facilities; (v) Executive shall continue to abide by his or her obligations of confidentiality and non-competition as provided in this Agreement; and (vi) Executive shall receive compensation termination as if Executives employment had been terminated without Cause. |
4. Effect . No other provisions of the Agreement shall be affected by this Amendment, and all other provisions of the Agreement shall remain in full force and effect.
In witness whereof, the parties have executed this Amendment effective as of the date first written above.
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UNITED THERAPEUTICS CORPORATION | |
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/s/ Roger A. Jeffs
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/s/ Martine Rothblatt | |
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Roger Jeffs, Ph.D.
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Martine A. Rothblatt, Ph.D. |
EXHIBIT 10.3
AMENDMENT
THIS AMENDMENT is made as of the 29th day of December 2004 to the Employment Agreement between Fred Hadeed (Executive) and United Therapeutics Corporation dated January 3, 2000, as previously amended (the Agreement).
WHEREAS, the parties desire to amend the Agreement as provided below.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Agreement as follows:
1. Term of the Agreement . Section 3 of the Agreement presently provides as follows:
The employment of the Executive by United Therapeutics will commence on January 31, 2000 and end on the second anniversary of such date (the Initial Term), and thereafter shall continue for two additional two-year terms (the Additional Terms), unless and until either party shall give notice of such partys intent to terminate not less than 60 days prior to the end of the then-current Initial Term or Additional Term, which termination shall be effective at the expiration of said term, or until sooner terminated as hereinafter set forth. |
The foregoing Section 3 provision shall be replaced in its entirety with the following provision:
The employment of the Executive by the Company will commence on execution of this Agreement for a term of five (5) years continuing to and including January 31, 2005. The term (as herein extended) shall automatically be extended by one (1) additional year at the end of each year unless at least six (6) months prior to the end of the term or any anniversary thereof, the Company shall deliver to Executive or Executive shall deliver to the Company written notice that the term shall not be so extended. |
2. Compensation Upon Termination Without Cause . Section 9(e ) of the Agreement presently provides as follows:
If (i) the Company terminates Executives employment without Cause, or (ii) the Executives employment is terminated as a result of the transfer of control of the Company by acquisition, merger, hostile takeover or for any other reason whatsoever, or (iii) Executives authority and responsibilities are materially diminished without cause relating to the performance of Executives services hereunder and Executive terminates this Agreement as a result of such unjustified diminution of authority, then should any of the foregoing events occur, the Company shall pay to Executive a lump-sum amount equal to the greater of either: (a) the amount Executive would have been entitled to receive in current Base Salary for the time remaining in Executives then current term of employment, or (b) an amount equal to two years of current Base Salary. Such payment shall be fully due and payable to Executive in a lump sum upon Executives Date of Termination. Additionally, in the event of termination contemplated in this Section 8(e), all options granted to Executive shall immediately vest in Executive. |
The foregoing Section 9(e) provision shall be replaced in its entirety with the following provision:
If (i) the Company terminates Executives employment without Cause, or (ii) the Executives employment is terminated as a result of the transfer of control of the Company by acquisition, merger, hostile takeover or for any other reason whatsoever, or (iii) Executives authority and responsibilities are materially diminished without cause relating to the performance of Executives services hereunder and Executive terminates this Agreement as a result of such unjustified diminution of authority, then should any of the foregoing events occur, the Company shall pay to Executive a lump-sum amount equal to two times (i) Executives current annual rate of Base Salary, plus (ii) the greater of the bonus and/or other incentive payments awarded to executive for the immediately preceding year or the average bonus and/or other inventive payments awarded to the Executive for the previous two years. Such payment shall be fully due and payable to Executive in a lump sum upon Executives Date of Termination. Additionally, in the event of termination contemplated in this Section 8(d), all unvested options granted to Executive prior to Executives Date of Termination shall immediately vest in Executive upon Executives Date of Termination, and the exercise period for each such previously-granted option shall be the full remaining duration of the term of each such option. |
3. Compensation Upon Termination Without Cause . A new Section 9(f) shall be added to the Agreement as follows:
Notwithstanding any other provision of this Agreement to the contrary, in the event that Executive chooses to resign for any reason other than as result of a reason constituting termination for Cause then, in such event, at the option of the Executive, Executive may state in his letter of resignation that he wishes to serve as a Senior Advisor to the Company, which continuing service shall be on the following terms: (i) Executive shall be employed on a full-time basis as a Senior Advisor to the Company for up to fifteen years from the date of resignation, for so long as Executive is willing and able to provide advisory services to the Company; (ii) Executive shall report to the Companys General Counsel and shall at all times be diligent in responding to informational or discussion requests and project assignments from the General Counsel or his/her designee; (iii) Executive shall receive compensation of $50,000 per year without increase, bonus or other adjustment for each year of service, payable semi-monthly or in such other installments as shall be consistent with the Companys payroll procedures, less all necessary withholding; (iv) unless otherwise agreed to by the Company, Executive shall provide such advisory services from Executives personal offices not located at Company facilities; (v) Executive shall continue to abide by his or her obligations of confidentiality and non-competition as provided in this Agreement; and (vi) Executive shall receive compensation termination as if Executives employment had been terminated without Cause. |
4. Effect . No other provisions of the Agreement shall be affected by this Amendment, and all other provisions of the Agreement shall remain in full force and effect.
In witness whereof, the parties have executed this Amendment effective as of the date first written above.
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UNITED THERAPEUTICS CORPORATION | |
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/s/ Fred Hadeed
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/s/ Martine Rothblatt | |
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Fred Hadeed
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Martine A. Rothblatt |
EXHIBIT 10.4
AMENDMENT
THIS AMENDMENT is made as of the 29th day of December 2004 to the Employment Agreement between Paul A. Mahon (Executive) and United Therapeutics Corporation dated June 16, 2001, as previously amended (the Agreement).
WHEREAS, the parties desire to amend the Agreement as provided below.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Agreement as follows:
1. Compensation Upon Termination Without Cause . Section 8(d ) of the Agreement presently provides as follows:
If (i) the Company terminates the Executives employment without Cause, or (ii) the Executives employment is terminated as a result of the transfer of control of the Company by acquisition, merger, hostile takeover or for any other reason whatsoever, or (iii) Executives authority and responsibilities are materially diminished without cause relating to the performance of Executives services hereunder and Executive terminates this Agreement as a result of such unjustified diminution of authority, then should any of the foregoing events occur, the Company shall pay to Executive a lump-sum amount equal to the greater of either: (a) the amount Executive would have been entitled to receive in Base Salary for the time remaining in Executives then current term of employment, or (b) an amount equal to two years of Base Salary. Such payment shall be fully due and payable to Executive in a lump sum upon Executives Date of Termination. Additionally, in the event of termination contemplated in this Section 8(d) , all options granted to Executive pursuant to Section 4(c) shall immediately vest in Executive. |
The foregoing Section 8(d) provision shall be replaced in its entirety with the following provision:
If (i) the Company terminates the Executives employment without Cause, or (ii) the Executives employment is terminated as a result of the transfer of control of the Company by acquisition, merger, hostile takeover or for any other reason whatsoever, or (iii) Executives authority and responsibilities are materially diminished without cause relating to the performance of Executives services hereunder and Executive terminates this Agreement as a result of such unjustified diminution of authority, then should any of the foregoing events occur, the Company shall pay to Executive a lump-sum amount equal to two times (i) Executives current annual rate of Base Salary, plus (ii) the greater of the bonus and/or other incentive payments awarded to executive for the immediately preceding year or the average bonus and/or other inventive payments awarded to the Executive for the previous two years. Such payment shall be fully due and payable to Executive in a lump sum upon Executives Date of Termination. Additionally, in the event of termination contemplated in this Section 8(d), all unvested options granted to Executive prior to Executives Date of Termination shall immediately vest in Executive upon Executives Date of Termination, and the exercise period for each such previously-granted option shall be the full remaining duration of the term of each such option. |
2. Compensation Upon Termination Without Cause . A new Section 8(e) shall be added to the Agreement as follows:
Notwithstanding any other provision of this Agreement to the contrary, in the event that Executive chooses to resign for any reason other than as result of a reason constituting termination for Cause then, in such event, at the option of the Executive, Executive may state in his letter of resignation that he wishes to serve as a Senior Advisor to the Company, which continuing service shall be on the following terms: (i) Executive shall be employed on a full-time basis as a Senior Advisor to the Company for up to fifteen years from the date of resignation, for so long as Executive is willing and able to provide advisory services to the Company; (ii) Executive shall report to the Companys General Counsel and shall at all times be diligent in responding to informational or discussion requests and project assignments from the General Counsel or his/her designee; (iii) Executive shall receive compensation of $50,000 per year without increase, bonus or other adjustment for each year of service, payable semi-monthly or in such other installments as shall be consistent with the Companys payroll procedures, less all necessary withholding; (iv) unless otherwise agreed to by the Company, Executive shall provide such advisory services from Executives personal offices not located at Company facilities; (v) Executive shall continue to abide by his or her obligations of confidentiality and non-competition as provided in this Agreement; and (vi) Executive shall receive compensation termination as if Executives employment had been terminated without Cause. |
3. Effect . No other provisions of the Agreement shall be affected by this Amendment, and all other provisions of the Agreement shall remain in full force and effect.
In witness whereof, the parties have executed this Amendment effective as of the date first written above.
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UNITED THERAPEUTICS CORPORATION | |
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/s/ Paul Mahon
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/s/ Martine Rothblatt | |
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Paul A. Mahon
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Martine A. Rothblatt |