Form 8-K Gaynor employment agreement
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): June
30, 2005
ATHEROGENICS,
INC.
(Exact
Name of Registrant as Specified in its Charter)
|
Georgia
|
0-31261
|
58-2108232
|
|
(State
or other jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
Number)
|
8995
Westside Parkway
Alpharetta,
GA 30004
(Address
of principal executive offices)
Registrant's
telephone number, including area code (678)
336-2500
_________________
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))
Item
1.01 Material Definitive Agreements.
AtheroGenics,
Inc. (the “Company”) entered into an Employment Agreement, effective June 30,
2005 with Joseph M. Gaynor, Jr., Vice President and General Counsel.
The
agreement is effective for an initial term of one year, with automatic
extensions for successive one-year terms. The agreement provides for an annual
base salary of $250,000.00. The annual salary may be increased from time to
time
at the Company's discretion. In addition, Mr. Gaynor is entitled to cash
incentive compensation awards each year, subject to achievement of Company
and
personal performance goals. For 2005, the target incentive compensation is
25%
of base salary for Mr. Gaynor. Mr. Gaynor is also entitled to receive stock
awards and options as determined by the Company's Board of Directors, and to
receive employee benefits and perquisites as provided to all the Company's
executive management personnel.
Upon
termination of Mr. Gaynor's employment by the Company other than due to death,
disability, mandatory retirement or cause (as defined in the agreement), the
agreement provides for severance benefits to be paid to Mr. Gaynor including:
(i) one year's base salary, (ii) up to 100% of the target annual incentive,
and
(iii) up to six months' acceleration of stock option vesting. The amount of
each
item listed above is based on Mr. Gaynor’s level and term of employment. Mr.
Gaynor must sign a general release of claims in favor of the Company in order
to
receive the salary and annual incentive severance payment.
Upon
a
change of control (as defined in the agreement), the agreement provides that
18
months of vesting for unvested stock options will be accelerated. If within
24
months of a change of control of the Company there is a termination of
employment that would entitle Mr. Gaynor to severance as described above, this
entitles Mr. Gaynor to the following benefits (in lieu of the above): (i) a
salary severance payment of two times annual base salary, (ii) 100% of target
annual incentive for the year of termination, and (iii) immediate vesting for
all unvested stock options.
Under
the
agreement, Mr. Gaynor agrees not to compete with the Company, to provide a
one-year non-solicitation obligation, and to maintain the confidentiality of
company information.
Item
9.01 Financial Statements and Exhibits.
The
following exhibits are attached to this current report on Form 8-K.
|
Exhibit
No.
|
|
Description
|
| |
|
|
|
10.1
|
-
|
Employment
Agreement effective June 30, 2005 between AtheroGenics, Inc. and
Joseph M.
Gaynor, Jr.
|
| |
|
|
____________________
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.
| |
|
ATHEROGENICS,
INC.
|
| |
|
|
|
Date:
July 7, 2005
|
|
/s/MARK P.
COLONNESE |
| |
|
Mark
P. Colonnese
|
| |
|
Senior
Vice President of Finance and
|
| |
|
Administration and Chief Financial
Officer
|
____________________
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
| |
|
|
|
10.1
|
-
|
Employment
Agreement effective June 30, 2005 between AtheroGenics, Inc. and
Joseph M.
Gaynor, Jr.
|
| |
|
|