Item
5.02. Departure of Directors or Principal Officers, Election of Directors,
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On
April 5, 2007, Mr. David A. Arkowitz became Chief Financial Officer and
Chief
Business Officer of Advanced Magnetics, Inc., or AMI, and will be responsible
for the company’s finance, treasury, business development and investor relations
functions. Mr. Arkowitz has over 16 years of pharmaceutical industry experience.
Prior to joining AMI, Mr. Arkowitz, 45, was Chief Financial Officer and
Treasurer of Idenix Pharmaceuticals, Inc. for over three years. Prior to
joining Idenix, Mr. Arkowitz was with Merck & Co., Inc. for more than 13
years, where he held positions of increasing responsibility, including
Vice
President & Controller for Merck’s U.S. Human Health Division, Controller
for the Merck Research Laboratories and Vice President, Finance and Business
Development for Merck's Canadian subsidiary. Mr. Arkowitz also serves as a
member of the board of directors of ImpactRx. Mr. Arkowitz holds a
master's degree in business administration from Columbia University and
a
bachelor's degree in mathematics from Brandeis University.
On
April
5, 2007, Mr. Arkowitz entered into a three-year employment agreement with
AMI.
Under the terms of the employment agreement, AMI agreed to pay Mr. Arkowitz
an
annual salary of $300,000 per year. In addition, Mr. Arkowitz is eligible
to
earn an annual bonus of up to forty percent (40%) of his base salary per
year
upon the achievement of certain performance goals determined by AMI’s Board of
Directors or Compensation Committee in consultation with the Chief Executive
Officer. Under the terms of the employment agreement, Mr. Arkowitz will
receive
twelve months of severance pay in the event AMI terminates his employment
without “cause,” as defined in the agreement or he resigns for “good reason,” as
defined in the agreement.
In
connection with his employment as Chief Financial Officer and Chief Business
Officer, the Board granted Mr. Arkowitz options to purchase 50,000 shares
of
common stock under the terms and conditions of AMI’s Amended and Restated 2000
Stock Plan, or the 2000 Stock Plan at an exercise price of $65.22, the
fair
market value of a share of common stock on the date of grant. The options
become
exercisable in four equal annual installments beginning on the first anniversary
of the grant date. The Board also granted Mr. Arkowitz options exercisable
for
10,000 shares under the terms and conditions of the 2000 Stock Plan at
an
exercise price of $65.22, the fair market value of a share of common stock
on
the date of grant. This 10,000 share option grant becomes exercisable in
full
immediately upon AMI’s achievement of certain performance goals as established
by AMI’s Board of Directors. Finally, the Board also granted Mr. Arkowitz 3,000
restricted stock units under the terms and conditions of the 2000 Stock
Plan,
which vest in four equal annual installments beginning on the first anniversary
of the grant date. In the event of a consummation of a “change of control,” as
defined in Mr. Arkowitz’s employment agreement, fifty percent (50%) of Mr.
Arkowitz’s unvested stock options and restricted stock units shall immediately
vest. In the event that Mr. Arkowitz is terminated for any reason by AMI
(or its
successor) within one year following such “change of control” the remaining
fifty percent (50%) of Mr. Arkowitz’s unvested stock options or restricted stock
units shall become immediately vested in full.
A
copy of
the employment agreement is attached hereto as Exhibits 10.1 and is incorporated
herein by reference.
On April 5, 2007, the Company issued a press release regarding the employment
of
Mr. Arkowitz. The Company’s press release is filed as Exhibit 99.1 to this
report and is incorporated herein by reference.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
The
Company hereby files the following exhibits:
|
10.1
|
Employment
Agreement, dated April 5, 2007, by and between the Company and
David A.
Arkowitz.
|
|
99.1
|
Press
release, dated April 5, 2007.
|