-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, POz+OG54s4/mGCGUk5ZydbPd3pLLltvO2gCLg5wIjsSyb51FFdHhBqHvpL5MW9jV KsuUUUpZ9Z+lbHeSWg6++w== 0001329049-06-000001.txt : 20060202 0001329049-06-000001.hdr.sgml : 20060202 20060202200258 ACCESSION NUMBER: 0001329049-06-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060131 FILED AS OF DATE: 20060202 DATE AS OF CHANGE: 20060202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHIRON CORP CENTRAL INDEX KEY: 0000706539 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 942754624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4560 HORTON ST CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5106558730 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: White David CENTRAL INDEX KEY: 0001329049 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12798 FILM NUMBER: 06575290 BUSINESS ADDRESS: BUSINESS PHONE: 510-923-3969 MAIL ADDRESS: STREET 1: 4560 HORTON STREET CITY: EMERYVILLE STATE: CA ZIP: 94608 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-01-31 0000706539 CHIRON CORP CHIR 0001329049 White David 4560 HORTON STREET EMERYVILLE CA 94608 0 1 0 0 VP, Controller Restricted Stock Units 2006-01-31 4 A 0 5000 0 A 2007-01-31 2008-01-30 Common Stock 5000 5000 D Each unit pertains to one share of the Issuer's common stock and may be settled either in cash or in stock based on date on which settlement occurs. Settlement will occur as the units vest, and to the extent such settlement occurs prior to the closing of the acquisition of the Issuer by Novartis AG, the payment will be made in shares of the Issuer's common stock; otherwise, the units will be assumed by Novartis and payment will be made in cash based on the consideration paid per share of the Issuer's common stock in the Novartis acquisition. One-for-One Shares of the Issuer's common stock which become issuable upon the vesting of the units may, at the Reporting Person's election, be withheld by the Issuer in satisfaction of the applicable withholding taxes. 40% of the units will vest upon the Reporting Person's completion of one year of employment with the Issuer measured from the award date, and the remaining 60% will vest upon his completion of two years of such employment. However, the units will vest in full on an accelerated basis upon an acquisition of the Issuer by a merger or asset sale in which the units are not assumed or upon the termination of the Reporting Person's employment with the Issuer under certain prescribed circumstances following certain changes in control or ownership of the Issuer (including the Novartis acquisition) in which the units are assumed. David A. White by Naima Robinson as Atty-in-Fact 2006-02-02 -----END PRIVACY-ENHANCED MESSAGE-----