SENOMYX INC (Form: 8-K, Received: 09/25/2009 16:31:57)

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): September 22, 2009

Senomyx, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-50791		33-0843840
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4767 Nexus Centre Drive San Diego, California		92121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 646-8300

Not Applicable.
(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o 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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On September 24, 2009, Senomyx announced the promotion of John Poyhonen to the position of President and Chief Operating Officer of the company and the promotion of Antony Rogers to the position of Vice President and Chief Financial Officer of the company. Mr. Rogers will perform the duties of principal financial officer and principal accounting officer in his new role. Following the announced promotions, Kent Snyder will continue to serve as Chief Executive Officer and Chairman of the Board of Directors. A press release announcing the promotions and changes is attached hereto as Exhibit 99.1.

In connection with the promotions, the Compensation Committee of our Board of Directors approved increases in base salary and the grant of additional stock options for Messrs. Poyhonen and Rogers. The following table sets forth the new base salaries for Messrs. Poyhonen and Rogers and the number of shares underlying the new stock option grants:

Name	2009 Base Salary		Stock Options
John Poyhonen	$	350,000	40,000
Antony Rogers	$	270,000	12,500

In accordance with our stock option grant policy, the stock options described above were approved by the Compensation Committee, subject to the individuals’ election to their new positions by the full Board of Directors, and (i) will be granted effective as of October 15, 2009 pursuant to our 2004 Equity Incentive Plan, (ii) will terminate ten years after October 15, 2009 or earlier in the event the optionholder’s service to us is terminated and (iii) will have an exercise price per share equal to the closing price of our common stock as reported on the Nasdaq Stock Market on October 14, 2009. Subject to the optionholder’s continued service to us, 25% of the shares of common stock subject to such stock options vest on the first anniversary of the date of grant, and the remaining shares vest monthly over the following three years; subject to suspension of vesting during periods of certain extended leaves.

In addition, in connection with the promotions, the Compensation Committee approved a modification to the target bonus amounts under the Senomyx 2009 Executive Bonus Plan, which provides the company’s executives with the opportunity to earn cash bonus payments conditioned upon the achievement of specified corporate and, in some instances, individual goals. As revised, the target and range of bonus opportunity as a percentage of 2009 base salary for each participant is as set forth below. There were no changes to the target or range of bonus opportunity for executives except for the position of President and Chief Operating Officer, which is a new level that has been added to the matrix:

Title	Threshold		Target		Maximum
Chief Executive Officer	30	%	60	%	90	%
President and Chief Operating Officer	22.5	%	45	%	67.5	%
Executive and Senior Vice Presidents	20	%	40	%	60	%
Vice Presidents	15	%	30	%	45	%

As a result of Mr. Poyhonen’s promotion, his target bonus under the 2009 Executive Bonus Plan will be pro-rated based on the portion of the year during which he served in his new role as President and Chief Operating Officer and the portion of the year during which he served in his prior role as Senior Vice President, Chief Financial and Business Officer. In addition, Mr. Poyhonen’s actual bonus under the 2009 Executive Bonus Plan, if any, will also be further pro-rated based on his base salary for the period before his promotion and his new base salary following his promotion. Mr. Rogers’ target bonus under the 2009 Executive Bonus Plan is not modified as a result of his promotion, but Mr. Rogers’ actual bonus under the 2009 Executive Bonus Plan, if any, will also be pro-rated based on his base salary before his promotion and his new base salary following his promotion.

Lastly, also in connection with the promotions, the Compensation Committee authorized the modification of the existing Change in Control Agreements with Messrs. Poyhonen and Rogers. Under the revised terms, the Change in Control Agreement with Mr. Poyhonen provides that if his employment is terminated by us without cause or by him for good reason within one month prior or 18 months after a change in control, then Mr. Poyhonen will be entitled to immediate vesting in full of his stock options and a lump sum payment equal to 125% of the sum of (i) his annual salary in effect on the date of termination, and (ii) his last annual bonus received prior to the date of termination. Under the revised terms of Mr. Rogers’ Change in Control Agreement, if Mr. Rogers’ employment is terminated by us without cause or by him for good reason within one month prior or 18 months after a change in control, then Mr. Rogers will be entitled to immediate vesting in full of his stock options and a lump sum payment equal to 100% of the sum of (i) his annual salary in effect on the date of termination, and (ii) his last annual bonus received prior to the date of termination.

All of our change in control agreements also provide for reimbursement for health insurance benefits elected by the executives for themselves and their families under the Consolidated Omnibus Reconciliation Act of 1985 (COBRA) until the earliest of 12 months following termination, the expiration of continuation coverage under COBRA or the date the executive becomes eligible for health insurance benefits with a subsequent employer. All benefits received under any of the change in control agreements are subject to delivery of a general release in favor of Senomyx and payments under the agreements may be reduced in order to provide for the best after tax treatment of the payments in the event the payments are subject to the excise taxes imposed by Section 4999 of the Internal Revenue Code.

Item 8.01 Other Events.

On September 23, 2009, based upon the recommendation of the Compensation Committee, our Board of Directors approved an amendment to our non-employee director compensation policy, effective as of October 1, 2009. A summary of our non-employee director compensation policy as amended is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Concurrently, on September 23, 2009, our Board of Directors also approved the amendment to extend the exercise period following the termination of any non-employee directors’ Continuous Service (as defined in the Company’s 2004 Equity Incentive Plan, as amended (the “2004 Plan” )) for any reason other than Cause, Disability (as such terms are defined in the 2004 Plan) or death, of all outstanding options to purchase the Company’s Common Stock held by the current non-employee directors of the Company from three months to 12 months, to be effective immediately. In addition, our Board of Directors adopted and approved a new form of stock option agreement to be used for future stock option awards to non-employee directors substantially in the form attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Non-Employee Director Compensation Policy

10.2 Form of Non-Employee Director Stock Option Agreement under the 2004 Equity Incentive Plan

99.1 Press release dated September 24, 2009

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.

	SENOMYX, INC.

	By:	/s/ DAVID B. BERGER
		David B. Berger
		Vice President, General Counsel and Corporate Secretary

Date: September 25, 2009

Exhibit 10.1

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY(1)

(effective October 1, 2009)

CASH	· Annual retainer · Board meeting fee (in person) · Board meeting fee (telephonic) · Committee meeting fee (in person) · Committee meeting fee (telephonic)	· $25,000 · $2,000 · $1,000 · $1,000 · $1,000

INITIAL STOCK OPTION GRANT	· Number of shares · Vesting period · Vesting increment	· 30,000 · 3 years · Monthly

ANNUAL STOCK OPTION GRANT	· Number of shares · Vesting period · Vesting increment	· 15,000 (subject to proration as set forth in the 2004 Plan) · 1 year · Monthly

ADDITIONAL CHAIRMAN OF THE BOARD COMPENSATION	· Annual retainer · Initial stock option grant (shares) · Annual stock option grant (shares)	· $10,000 · 15,000 · 6,000 (subject to proration as set forth in the 2004 Plan)

ADDITIONAL COMMITTEE CHAIR COMPENSATION	· Annual retainer (Audit) · Annual retainer (Compensation) · Annual retainer (Corporate Governance & Nominating) · Committee meeting fee (in person or telephonic)	· $12,000 · $8,000 · $5,000 · $1,000

ADDITIONAL LEAD INDEPENDENT DIRECTOR COMPENSATION	· Annual Retainer	· $15,000

(1) All stock option grants shall be made pursuant to the Non-Employee Directors’ Nonstatutory Stock Option Program under the 2004 Plan.

Exhibit 10.2

SENOMYX, INC.
2004 EQUITY INCENTIVE PLAN

NON-EMPLOYEE DIRECTORS’ STOCK OPTION PROGRAM

STOCK OPTION AGREEMENT
(NONSTATUTORY STOCK OPTION)

Pursuant to your Stock Option Grant Notice ( “Grant Notice” ) and this Stock Option Agreement, Senomyx, Inc. (the “Company” ) has granted you an option under its 2004 Equity Incentive Plan (the “Plan” ) and Non-Employee Directors’ Stock Option Program to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

The details of your option are as follows:

1. VESTING . Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. In addition, if the Company is subject to a Change in Control before your Continuous Service terminates, then all of the unvested shares subject to this option shall become fully vested and exercisable immediately prior to the effective date of such Change in Control.

2. NUMBER OF SHARES AND EXERCISE PRICE . The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan.

3. EXERCISE PRIOR TO VESTING (“EARLY EXERCISE”). If permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates that “Early Exercise” of your option is permitted) and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the nonvested portion of your option; provided, however, that:

(a) a partial exercise of your option shall be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock;

(b) any shares of Common Stock so purchased from installments that have not vested as of the date of exercise shall be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement; and

(c) you shall enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in the same vesting as if no early exercise had occurred.

4. METHOD OF PAYMENT . Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice , which may include one or more of the following:

(d) In the Company’s sole discretion at the time your option is exercised and provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal , pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

(e) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal , by delivery of already-owned shares of Common Stock either that you have held for the period required to avoid a charge to the Company’s reported earnings (generally six months) or that you did not acquire, directly or indirectly from the Company, that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

5. WHOLE SHARES . You may exercise your option only for whole shares of Common Stock.

6. SECURITIES LAW COMPLIANCE . Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option must also comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

7. TERM . You may not exercise your option before the commencement of its term or after its term expires. The term of your option commences on the Date of Grant and expires upon the earliest of the following:

(a) twelve (12) months after the termination of your Continuous Service for any reason other than your Disability or death, provided that if during any part of such twelve (12) month period your option is not exercisable solely because of the condition set forth in the preceding paragraph relating to “Securities Law Compliance,” your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of twelve (12) months after the termination of your Continuous Service;

(b) twelve (12) months after the termination of your Continuous Service due to your Disability or upon a Change in Control;

(c) eighteen (18) months after your death if you die either during your Continuous Service or within twelve (12) months after your Continuous Service terminates;

(d) immediately upon the termination of your Continuous Service for Cause;

(e) the Expiration Date indicated in your Grant Notice; or

(f) the day before the tenth (10 th ) anniversary of the Date of Grant.

8. EXERCISE.

(a) You may exercise the vested portion of your option ( and the unvested portion of your option if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require.

(b) By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon such exercise.

9. TRANSFERABILITY . Y our option is not transferable, except (i) by will or by the laws of descent and distribution, (ii) with the prior written approval of the Company, by instrument to an inter vivos or testamentary trust, in a form accepted by the Company, in which the option is to be passed to beneficiaries upon the death of the trustor (settlor) and (iii) with the prior written approval of the Company, by gift, in a form accepted by the Company, to a permitted transferee under Rule 701 of the Securities Act.

10. OPTION NOT A SERVICE CONTRACT . Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective shareholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.

11. WITHHOLDING OBLIGATIONS.

(a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company (including by means of a “cashless exercise” pursuant to a program developed under

Regulation T as promulgated by the Federal Reserve Board to the extent directed by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with your option.

(b) The Company may, in its sole discretion, and in compliance with any applicable conditions or restrictions of law, withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility.

(c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein.

(d) If any payment or benefit you would receive pursuant to a Change in Control from the Company or otherwise ( “ Payment ” ) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ” ), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless you elect in writing a different order ( provided, however, that such election shall be subject to Company approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments; cancellation of accelerated vesting of Stock Awards; reduction of employee benefits. In the event that acceleration of vesting of Stock Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of your Stock Awards (i.e., earliest granted Stock Award cancelled last) unless you elect in writing a different order for cancellation.

The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.

The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by you or the Company) or such other time as requested by you or the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish you and the Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company.

12. NOTICES . Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

13. GOVERNING PLAN DOCUMENT . Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control.

Exhibit 99.1

SENOMYX ANNOUNCES MANAGEMENT TEAM PROMOTIONS

SAN DIEGO, CA — September 24, 2009 - Senomyx, Inc. (NASDAQ: SNMX), a leading company focused on using proprietary taste receptor technologies to discover and develop novel flavor ingredients for the food, beverage, and ingredient supply industries, announced today that John Poyhonen has been promoted to President and will also assume the newly created position of Chief Operating Officer. In addition, Tony Rogers has been promoted to Vice President and Chief Financial Officer. Kent Snyder will continue in the positions of Chairman of the Board of Directors and Chief Executive Officer.

“The promotions of John Poyhonen and Tony Rogers reflect their strong performance and many contributions to Senomyx,” said Kent Snyder, Chairman and CEO of the Company. “Senomyx has partnerships with seven of the world’s leading food, beverage, and ingredient supply companies. One of our partners is currently marketing products that contain a Senomyx flavor ingredient, and two other partners have begun pre-commercialization activities. Senomyx will benefit from having John and Tony take on expanded leadership roles at this important time.”

John Poyhonen was appointed Vice President and Chief Business Officer when he joined Senomyx in October 2003, was promoted to Vice President, Chief Financial and Business Officer in April 2004, and has served as Senior Vice President, Chief Financial and Business Officer since January 2006. His previous experience included various senior level sales and marketing positions for Agouron Pharmaceuticals, a Pfizer company. John received his B.A. in Marketing from Michigan State University and his M.B.A. from the University of Kansas.

“John has been instrumental in securing many of Senomyx’s collaborations and in developing and implementing our financial and business strategies. He has knowledge of all aspects of the Company and I look forward to working with him as he leads Senomyx’s operational efforts,” Snyder added.

Tony Rogers has held the position of Vice President, Finance and Treasury since January 2006. He joined Senomyx in June 2001 and was appointed Director of Finance and Administration in February 2002. His previous experience includes various finance and accounting positions with Indiqu, Inc., Ancile Pharmaceuticals, Aurora Biosciences, and Sequana Therapeutics. Tony received his B.S. in Accounting from San Diego State University.

“Tony has played a critical role in Senomyx’s finance, accounting, and administrative areas as the Company has grown and evolved,” Snyder stated. “Tony’s expertise and outstanding service to Senomyx make him the ideal individual to assume the responsibilities of Chief Financial Officer.”

About Senomyx, Inc. ( www.senomyx.com )

Senomyx is a leading company using proprietary taste receptor technologies to discover and develop novel flavor ingredients in the savory, sweet, salt, bitter, and cooling areas. Senomyx has entered into product discovery, development, and commercialization collaborations with seven of the world’s foremost food, beverage, and ingredient supply companies: Ajinomoto Co., Inc., Cadbury plc, Campbell Soup Company, The Coca-Cola Company, Firmenich SA, Nestlé SA, and Solae. Nestlé is currently marketing products that contain one of Senomyx’s flavor ingredients. For more information, please visit www.senomyx.com.

Contact:

Gwen Rosenberg

Senomyx, Inc.

Vice President, Investor Relations & Corporate Communications

858-646-8369

gwen.rosenberg@senomyx.com

###