crackedtooth schreef:
INSM takeover candidate?
www.shareholder.com/insmed/EdgarDetai...Item 1.01. Entry into a Material Definitive Agreement.
Insmed Incorporated (the “Company”) entered into change of control agreements with Geoffrey Allan, the Company’s President and Chief Executive Officer, Ronald Gunn, the Company’s Chief Operating Officer, Kevin Tully, the Company’s Chief Financial Officer, and Doug Farrar, the Company’s Vice President, Manufacturing, on March 14, 2007. These agreements provide Dr. Allan, Mr. Gunn, Mr. Tully and Mr. Farrar with additional benefits in the event that their employment with the Company is terminated following a change in control of the Company. The agreements provide that if, during the six months prior to or one-year period following a change in control, the Company or its successor terminates the executive’s employment other than for “cause” or the executive voluntarily terminates employment after the executive’s compensation or duties are changed in any material respect from what they were immediately prior to the change in control, the executive shall receive a lump-sum cash payment equal to the sum of the executive’s highest annual salary rate while an employee of the Company plus a prorated maximum potential bonus. Dr. Allan would be entitled to one and one half times the sum of his highest annual salary plus his pro rated maximum bonus potential. Also, under the agreements, all stock options then held by the executive will become fully exercisable and the restrictions imposed on any restricted stock held by the executive shall lapse at the time of the change in control. However all the stock options held by Dr. Allan and Mr. Gunn will become exercisable and remain exercisable until the earlier to occur of a) the end of the regular option term or b) five years from the date of the change in control. Finally, pursuant to the agreements, the Company shall continue to provide to the executive health, dental, life insurance, continuation of Directors’ and Officers’ insurance, and the other fringe benefits that the executive received prior to termination, for a period of eighteen months following the change in control.
The form of change of control agreements entered into between the Company and Dr. Allan, Mr. Gunn, Mr. Tully and Mr. Farrar were previously filed as Exhibit 10.19 (Dr. Allan), Exhibit 10.20 (Mr. Gunn) and Exhibit 10.21 (Mr.