-----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, GLFwYaSgaIH5knljVYDC1dWsZEU63NcYpv/Dz05kHPnwnX52rYswxgtSYmhQL18L JW0tJKo1kQZr42o1W5bqpA== 0000950129-06-000813.txt : 20060131 0000950129-06-000813.hdr.sgml : 20060131 20060131153510 ACCESSION NUMBER: 0000950129-06-000813 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060131 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060131 DATE AS OF CHANGE: 20060131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENCYSIVE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000887023 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133532643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20117 FILM NUMBER: 06565860 BUSINESS ADDRESS: STREET 1: 4848 LOOP CENTRAL DRIVE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77081 BUSINESS PHONE: 7137968822 MAIL ADDRESS: STREET 1: 4848 LOOP CENTRAL DRIVE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77081 FORMER COMPANY: FORMER CONFORMED NAME: TEXAS BIOTECHNOLOGY CORP /DE/ DATE OF NAME CHANGE: 19930328 8-K 1 h32544e8vk.htm ENCYSIVE PHARMACEUTICALS INC. e8vk
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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): January 31, 2006
Encysive Pharmaceuticals Inc.
 
(Exact name of registrant as specified in its charter)
         
Delaware
  0-20117   13-3532643
 
(State or other jurisdiction
  (Commission   (IRS Employer
of incorporation)
  File Number)   Identification No.)
         
4848 Loop Central Drive, Suite 700, Houston, Texas
    77081  
(Address of principal executive offices)
  (Zip Code)
Registrant’s telephone number, including area code: 713-796-8822
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))
 
 

 

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Item 1.01. Entry into Material Definitive Agreement.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Retirement Benefits Policy for Employees
Retirement Benefits Policy for Non-Employee Directors

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Item 1.01. Entry into Material Definitive Agreement.
          The Compensation and Corporate Governance Committee (the “Committee”) of the Board of Directors of Encysive Pharmaceuticals Inc. (the “Company”) has adopted a Retirement Benefits Policy for Employees (the “Employee Retirement Policy”) and a Retirement Benefits Policy for Non-Employee Directors (the “Director Retirement Policy”). The Committee has the authority to determine eligibility pursuant to each policy and has the full discretion to administer, make exception to and grant benefits under each policy.
          To be eligible to participate in the Employee Retirement Policy, upon an employee’s retirement from the Company, (i) such employee shall be at least 55 years old, (ii) such employee shall have served as an employee of the Company for at least 5 years since the date of employment and (iii) the sum of such employee’s age and years of service as an employee of the Company shall be at least 65.
          The Employee Retirement Policy provides the following benefits to an eligible employee upon such employee’s retirement from the Company:
  •   If such employee shall have served as an employee of the Company for at least 5 years but less than 10 years, all stock options or shares of restricted Company common stock held by such employee on such employee’s date of retirement that are not fully vested on such date, but that would have vested in the twelve-month period following such date, will be fully vested. All remaining unvested stock options or shares of restricted Company common stock held by such employee will expire or be forfeited, respectively, pursuant to the terms of the Company’s stock incentive plan under which they were granted.
  •   If such employee shall have served as an employee of the Company for at least 10 years, all stock options or shares of restricted Company common stock held by such employee on such employee’s date of retirement that are not fully vested on such date will be fully vested.
  •   If such employee shall have served as an employee of the Company for at least 5 years, such employee will receive a payment for all unused vacation time up to a maximum of 4 weeks.
          To be eligible to participate in the Director Retirement Policy, upon a non-employee director’s retirement from the Company’s Board of Directors, (i) such director shall be at least 55 years old, (ii) such director shall have served as a director of the Company for at least 5 years since his or her date of election to the Company’s Board of Directors and (iii) the sum of such director’s age and years of service as a director of the Company shall be at least 65.
          The Director Retirement Policy provides the following benefits to an eligible non-employee director upon such director’s retirement from the Company’s Board of Directors:
  •   If such director shall have served as a director of the Company for at least 5 years but less than 10 years, all stock options or shares of restricted Company common stock held by such director on such director’s date of retirement that are not fully vested on such date, but that would have vested in the twelve-month period following such date, will be fully vested. All remaining unvested stock options or shares of restricted Company common stock held by such director will expire or be forfeited, respectively, pursuant to the terms of the Company’s stock incentive plan under which they were granted.
  •   If such director shall have served as a director of the Company for at least 10 years, all stock options or shares of restricted Company common stock held by such director on such director’s date of retirement that are not fully vested on such date will be fully vested.

 

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          The foregoing descriptions of the Employee Retirement Policy and Director Retirement Policy are qualified in their entirety by reference to the Employee Retirement Policy and Director Retirement Policy, which are incorporated herein by reference and attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively.
Item 9.01 Financial Statements and Exhibits.
(d)   Exhibits.
    10.1   Retirement Benefits Policy for Employees
 
    10.2   Retirement Benefits Policy for Non-Employee Directors
[SIGNATURE PAGE FOLLOWS]

 

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SIGNATURES
          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.
     
 
  ENCYSIVE PHARMACEUTICALS INC.
 
  (Registrant)
 
    
Date: January 31, 2006
    
 
  /s/ Stephen L. Mueller
 
   
 
  Stephen L. Mueller
 
  Vice President, Finance and Administration
 
  Secretary and Treasurer

 

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EXHIBIT INDEX
Exhibits.
10.1   Retirement Benefits Policy for Employees
10.2   Retirement Benefits Policy for Non-Employee Directors

 

EX-10.1 2 h32544exv10w1.htm RETIREMENT BENEFITS POLICY FOR EMPLOYEES exv10w1
 

Exh. 10.1
Retirement Benefits Policy
Administration — In order to be eligible for this Retirement Benefits Policy (the “Policy”), the employee must meet the eligibility requirements stated below. The Compensation and Corporate Governance Committee (the “Committee”) shall determine eligibility pursuant to the Policy and shall have full discretion to administer, make exception to and grant benefits according to the Policy.
Retirement Eligibility
  •   Age of at least 55.
 
  •   Service with ENCY of at least five full years computed from starting date of employment.
 
  •   A total of age and years of service equal to 65.
Stock Options
  •   Vesting
  •   Options which are fully vested shall not be modified by this policy.
 
  •   At least five and less than ten years of service — vest all options, not already fully vested, as of retirement date (last day of service), that would have vested in next 12 months following retirement date. All remaining unvested options will expire pursuant to the stock option plan from which they were granted.
 
  •   Greater than ten years of service — 100 percent vesting, as of retirement date, on all unvested options.
Restricted Common Stock
  •   At least five and less than ten years of service — vest all restricted common stock, as of retirement date, that would have vested in the 12-month period following retirement date. All remaining unvested restricted common stock shall be forfeited as of retirement date as stated in the plan from which they were granted.
 
  •   At least ten years of service — 100 percent vesting as of retirement date on all unvested restricted common stock.
Accrued Vacation
  •   At least five years of service — payment for all unused vacation time up to a maximum of four weeks. Vacation paid shall not extend actual date of retirement.

EX-10.2 3 h32544exv10w2.htm RETIREMENT BENEFITS POLICY FOR NON-EMPLOYEE DIRECTORS exv10w2
 

Exh. 10.2
Retirement Benefits Policy
Administration — In order to be eligible for this Retirement Benefits Policy (the “Policy”), the non-employee director must meet the eligibility requirements stated below. The Compensation and Corporate Governance Committee (the “Committee”) shall determine eligibility pursuant to the Policy and shall have full discretion to administer, make exception to and grant benefits according to the Policy.
Retirement Eligibility
  •   Age of at least 55.
 
  •   Service of at least five full years computed from date of election as director to date of retirement.
 
  •   A total of age and years of service equal to 65.
Stock Options
  •   At least five and less than ten years of service — vest all options, as of retirement date, that would have vested in next 12-month period following retirement date. All remaining unvested options will expire pursuant to the stock option plan from which they were granted.
 
  •   Ten or more years of service — 100 percent vesting, as of retirement date, on all unvested options.
Restricted Common Stock
  •   At least five and less than ten years of service — vest all restricted common stock, as of retirement date, that would have vested in the 12-month period following retirement date. All remaining unvested restricted common stock shall be forfeited as of retirement date.
 
  •   Ten or more years of service — 100 percent vesting, as of retirement date, on all unvested restricted common stock.

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