DELAWARE
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001-33137
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14-1902018
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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·
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Fuad El-Hibri, Executive Chairman: not bonus eligible;
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·
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Daniel J. Abdun-Nabi, Chief Executive Officer: $980,394.24;
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·
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Robert G. Kramer, Sr., President and Chief Operating Officer: $538,806.91;
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·
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Richard S. Lindahl, Executive Vice President, Chief Financial Officer and Treasurer: $330,007.39;
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·
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Adam R. Havey, Executive Vice President, Business Operations: $310,211.62; and
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·
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Atul Saran, Executive Vice President, Corporate Development, General Counsel and Corporate Secretary:
$293,567.04.
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Exhibit No.
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Description
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Form of 2019-2021 Performance-Based Stock Unit Award Agreement.
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“Director Compensation” page from the Company's Definitive Proxy Statement on Schedule 14A, filed on April 13,
2018.
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Press release, dated February 12, 2019, announcing appointment of Seamus Mulligan as a director.
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EMERGENT BIOSOLUTIONS INC.
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Dated: February 12, 2019
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By:
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/s/ RICHARD S. LINDAHL
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Name:
Richard S. Lindahl
Title:
Executive Vice
President, Chief Financial Officer and Treasurer
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2.
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Vesting of PSUs and Issuance of Shares
.
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(a)
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General
. Subject to the other provisions of this Section 2, the PSUs shall vest as set forth on
Schedule 1
to this
Agreement, based on the achievement of the performance goal for the performance period set forth on
Schedule 1,
as certified by the Compensation
Committee promptly following the performance period. Such date on which PSUs vest under this Agreement may be referred to herein as the “
Vesting Date
.”
Subject to Section 4, as soon as administratively practicable after the Vesting Date shown on
Schedule 1
, the Company will issue to the
Participant, in certificated or uncertificated form, such number of Shares as is equal to the number of PSUs that vested on such Vesting Date. In no event shall the Shares be issued to the Participant later than 30 days after the Vesting
Date.
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(b)
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Service Termination
. Except as set forth in Section 2(c) below and on
Schedule 1
, upon the cessation of the Participant’s
services with the Company for any reason, all unvested PSUs shall be automatically forfeited as of such cessation of services. For purposes of this PSU award, services with the Company shall include services as an employee or director
of, or consultant or advisor to, the Company or to a parent or subsidiary of the Company, or any successor to the Company.
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(c)
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Change in Control Event
. Upon a Change in Control Event (as defined in the Plan), the acquiring or succeeding entity (or an affiliate thereof) shall assume each outstanding PSU such that, following the
consummation of the Change in Control Event, the PSU confers the Participant with the right to receive, for each Share subject to the award, the consideration (whether cash, securities or other property) received by each holder of Common
Stock immediately prior to the Change in Control Event (the “
Replacement Award
”), provided that (i) such Replacement Award shall vest solely based
on the Participant’s continued provision of services with the Company (as described on Section 2(b) hereof) until the last day of the performance period set forth on
Schedule 1
and shall not, for the avoidance of doubt, be subject to achievement of the performance goals set forth on
Schedule 1
and (ii) the amount of cash, securities or other property subject to such Replacement Award shall be determined assuming that the number of shares subject to the PSU is equal to the target number of Shares issuable under this Agreement
(as set forth on
Schedule 1
) for the performance period. In the event that the Participant’s employment is terminated by either the Company or
its successor without Cause or by the Participant for Good Reason (as such terms are defined in the Plan) within eighteen (18) months following a Change in Control Event, the remaining unvested portion of the Replacement Award shall
become vested as of the date of the Participant’s termination of employment. Notwithstanding the foregoing, in the event that the acquiring or succeeding entity (or an affiliate thereof) refuses to assume the PSUs and grant Replacement
Awards in connection with a Change in Control Event, this PSU award shall become vested, immediately prior to the Change in Control Event, with respect to the target number of Shares (as set forth on
Schedule 1
) for the performance period.
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3.
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Dividends
. At the time of the issuance of Shares to the Participant pursuant to Section 2, the Company shall also pay to the Participant an amount of cash equal to the aggregate amount of all
dividends paid by the Company, between the grant date and the issuance of such Shares, with respect to the number of Shares so issued to the Participant.
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4.
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Withholding Taxes
. Upon vesting, the Company shall, in accordance with the terms of the Plan, withhold such number of Shares from the PSU award as is sufficient to satisfy the required federal,
state, and local and other income and employment tax withholding obligations of the Company associated with the PSUs.
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5.
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Restrictions on Transfer
. Neither the PSUs, nor any interest therein (including the right to receive dividend payments in accordance with Section 3), may be transferred by the Participant except to
the extent specifically permitted in Section 10(a) of the Plan.
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6.
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Provisions of the Plan
. This PSU award is subject to the provisions of the Plan. The Participant acknowledges receipt of the Plan, along with the Prospectus relating to the Plan.
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7.
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Section 409A
. This PSU award is intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“
Section 409A
”) and shall be interpreted and construed consistently therewith. In no event shall either the Participant or the Company have the right to accelerate or
defer delivery of the Shares to a date or event other than as set forth herein except to the extent specifically permitted or required by Section 409A. In the event that the Participant is a “specified employee” within the meaning of
Section 409A and the Shares are to be delivered in connection with the termination of the Participant’s employment, the delivery of the Shares and any dividends payable under Section 3 in connection with such delivery shall be delayed
until the date that is six months and one day following the date of the Participant’s termination of employment if required to avoid the imposition of additional taxes under Section 409A. Solely for purposes of determining when the
Shares (and any dividends payable under Section 3) may be delivered in connection with the Participant’s termination of employment, such termination of employment must constitute a “separation from service” within the meaning of Section
409A. Solely to the extent necessary to comply with Section 409A, any Change in Control Event must also constitute a “Change in Control Event” as described in Treasury Regulation Section 1.409A-3(i)(5).
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8.
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Miscellaneous
.
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(a)
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No Rights to Employment
. The Participant acknowledges and agrees that the grant of the PSUs and their vesting pursuant to Section 2 do not constitute an express or implied promise of continued employment for the
vesting period, or for any period.
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(b)
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Entire Agreement
. These terms and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to the subject matter of this PSU award; and, with
respect to this PSU award, these terms shall, for the avoidance of doubt, supersede the terms in any separate employment or severance plan or agreement between the Company and the Participant relating to the acceleration of vesting of
equity awards.
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(c)
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Governing Law
. This PSU award shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to any applicable conflict of law principles.
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(d)
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Interpretation
. The interpretation and construction of any terms or conditions of the Plan or this PSU award by the Compensation Committee shall be final and conclusive.
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Name
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Fees Earned or
Paid in Cash |
Stock
Awards (1) |
All Other
Compensation |
Total
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Dr. Sue Bailey
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$
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82,000
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$
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250,000
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$
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—
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$
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332,000
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Zsolt Harsanyi, Ph.D.
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$
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104,000
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$
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250,000
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$
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—
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$
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354,000
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Jerome Hauer, , Ph.D.
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$
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96,500
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$
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250,000
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$
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—
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$
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346,500
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General George Joulwan
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$
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88,000
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$
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250,000
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$
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—
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$
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338,000
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Ronald B. Richard
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$
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132,500
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$
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250,000
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$
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—
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$
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382,500
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Louis W. Sullivan, M.D.
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$
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96,500
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$
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250,000
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$
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—
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$
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346,500
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Kathryn Zoon, Ph.D.
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$
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79,000
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$
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250,000
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$
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—
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$
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329,000
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(1) The amounts in the “Stock Awards” column reflect the grant date fair value of equity awards granted to the
directors named in the table above for the fiscal year ended December 31, 2017, calculated in accordance with SEC rules.
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Element
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Program
2017 and 2018 |
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Annual Retainer
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$ 55,000
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Lead Director Additional Retainer
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$ 30,000
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Board Meeting Fees
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None
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Committee Meeting Fees
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None
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Committee Chair Additional Retainer
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$25,000 – Audit, Strategic Operations
(1)
$17,500 – Other (2) |
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Committee Member Additional Retainer
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$15,000 – Audit, Strategic Operations
(3)
$9,000 – Other (2) |
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Annual Equity Awards
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$250,000 in RSUs per director
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Initial Election Equity Awards
(4)
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$375,000 in RSUs per director
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(1
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)
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Chair of the Strategic Operations Committee (Fuad El-Hibri) does not receive a retainer.
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(2
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)
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Other includes: Compensation, Nominating and Corporate Governance, and Scientific Review Committees.
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(3
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)
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Employee Directors (Fuad El-Hibri and Dan Abdun-Nabi) do not receive additional cash retainers for service on
the Strategic Operations Committee.
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(4
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)
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Initial election equity award values are inclusive of the annual equity award.
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