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Check the appropriate box:
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x	Definitive Proxy Statement
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ACORDA THERAPEUTICS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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	Sincerely,
	Ron Cohen, M.D. President and Chief Executive Officer

 

 

Time and Date:	10:00 a.m., local time, on June16, 2011
Place:	Westchester Marriott, 670 White Plains Road, Tarrytown, NY 10591
Items of Business:	(1)	To elect three Class III directors for a term expiring on the date of our 2014 Annual Meeting of Stockholders, or at such time as their successors have been duly elected and qualified.
	(2)	To ratify the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2011.
	(3)	An advisory (non-binding) vote on executive compensation.
	(4)	An advisory (non-binding) vote on the frequency of executive compensation advisory votes.
	(5)	To consider such other business as may properly come before the 2011 Annual Meeting of Stockholders (the “2011 Annual Meeting”).
Adjournments and Postponements:	Any action on the items of business described above may be considered at the 2011 Annual Meeting at the time and on the date specified above or at any time and date to which the 2011 Annual Meeting may be properly adjourned or postponed.
Record Date:	You are entitled to vote only if you were a stockholder of Acorda Therapeutics as of the close of business on April 19, 2011.
Meeting Admission:	You are entitled to attend the 2011 Annual Meeting only if you were an Acorda Therapeutics stockholder as of the close of business on the record date or hold a valid proxy for the 2011 Annual Meeting. You should be prepared to present photo identification for admittance. If you are not a stockholder of record but hold shares through a broker or nominee (i.e., in street name), you should provide proof of beneficial ownership as of the record date, such as your most recent account statement dated prior to April 19, 2011, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership. If, upon request, you do not provide photo identification or comply with the other procedures outlined above, you will not be admitted to the 2011 Annual Meeting.
Voting:	Your vote is very important. Whether or not you plan to attend the 2011 Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible. If you received your proxy materials electronically, you may submit your proxy over the internet or by telephone by following the instructions provided in the Notice of Annual Meeting and Internet Availability. If you receive your proxy materials by mail, you may submit your proxy by completing, signing, dating and returning your proxy card or voting instructions card in the pre-addressed envelope provided. For specific instructions on how to vote, please refer to the “Questions and Answers” section beginning on page 1 of the Proxy Statement.

	By the Order of the Board of Directors
	Jane Wasman Executive Vice President, General Counsel and Corporate Secretary

 

 

 

 

 

 

Q:	Why am I receiving these materials?

 

A:

The Board of Directors (the “Board”) of Acorda Therapeutics, Inc., a Delaware corporation (which may be referred to in this proxy statement as “we,” “us,” “our,” the “Company” or “Acorda Therapeutics”), is providing these proxy materials to you in connection with our 2011 Annual Meeting of Stockholders (the “2011 Annual Meeting”), which will take place on June 16, 2011. As a stockholder on the Record Date (as defined below), you are invited to attend the 2011 Annual Meeting and are entitled and requested to vote on the items of business described in this proxy statement (the “Proxy Statement”).

 

Q:	How do I request a paper copy of this Proxy Statement if I have not received one?

 

A:

As permitted by the Securities and Exchange Commission (the “SEC”), we are delivering our Proxy Statement and Annual Report via the Internet, although we may choose to send a full set of proxy materials to some of our stockholders. The Notice of Annual Meeting and Internet Availability contains instructions on how to access our Proxy Statement and Annual Report and authorize a proxy to vote your shares online or by telephone. If you wish to request a printed or e-mail copy of the Proxy Statement and Annual Report, you should follow the instructions included in the Notice of Annual Meeting and Internet Availability.

 

Q:	What information is contained in this Proxy Statement?

 

A:

The information included in this Proxy Statement relates to the proposals to be voted on at the 2011 Annual Meeting, the voting process, the compensation of directors and the most highly paid executive officers, beneficial ownership of the Company’s common stock, and certain other required information.

 

Q:	What items of business will be voted on at the 2011 Annual Meeting?

 

A:	The items of business scheduled to be voted on at the 2011 Annual Meeting are:

 

•

The election of three Class III directors for a term expiring on the date of our 2014 Annual Meeting of Stockholders, or at such time as their successors have been duly elected and qualified.

 

•

The ratification of the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2011 (the “2011 Fiscal Year”).

 

•

An advisory (non-binding) vote on executive compensation, referred to as a “say-on-pay” vote.

 

•

An advisory (non-binding) vote on the frequency of future say-on-pay votes.

 

 

Q:	How does the Board recommend that I vote?

 

A:	Our Board recommends that you:

 

•

Vote your shares “FOR” the nominees to the Board.

 

•

Vote your shares “FOR” the ratification of the appointment of Ernst & Young LLP as our independent auditors for the 2011 Fiscal Year.

 

•

Vote your shares “FOR” the approval of our executive compensation on the advisory say-on-pay vote.

 

•

Vote your shares to select the option of every “1 YEAR” on the advisory vote on the frequency of future say-on-pay votes.

 

Q:	Who is entitled to vote at the 2011 Annual Meeting?

 

A:	Only stockholders of record at the close of business on April 19, 2011 are entitled to vote at the 2011 Annual Meeting. We refer to this date as our “Record Date.”

 

 

 

Q:	What are the voting rights of the Company’s holders of common stock?

 

A:	Each outstanding share of the Company’s common stock owned as of the Record Date will be entitled to one vote on each matter considered at the meeting.

 

Q:	What is the difference between holding shares as a stockholder of record and holding shares as a beneficial owner?

 

A:	Most of our stockholders hold their shares through a broker or other nominee rather than directly in their own name. We have summarized below some of the distinctions between being a stockholder of record and being a beneficial owner:

 

 

 

 

 

 

Q:	How can I attend the 2011 Annual Meeting?

 

A:

You are entitled to attend the 2011 Annual Meeting only if you were a stockholder of record of our common stock as of the close of business on the Record Date or you hold a valid proxy for the 2011 Annual Meeting. You should be prepared to present photo identification for admittance. A list of stockholders eligible to vote at the 2011 Annual Meeting will be available for inspection at the 2011 Annual Meeting and for a period of ten days prior to the 2011 Annual Meeting, during regular business hours, at our principal executive office, which is located at 15 Skyline Drive, Hawthorne, New York 10532.

 

 

 

 

Q:	How can I vote?

 

A:	Whether you hold shares directly as a stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the 2011 Annual Meeting.

 

 

 

 

 

Q:	How are my votes cast when I return a proxy card?

 

A:

When you properly authorize a proxy over the Internet, by telephone or by signing a written proxy, you appoint Dr. Ron Cohen, our President and Chief Executive Officer, and Jane Wasman, our Executive Vice President, General Counsel and Corporate Secretary, as your representatives at the 2011 Annual Meeting. Either Dr. Cohen or Ms. Wasman will vote your shares at the 2011 Annual Meeting as you have instructed them in the proxy. Dr. Cohen and Ms. Wasman are also entitled to appoint substitutes to act on their behalf.

 

Q:	Can I change my vote?

 

A:

Yes. You may change your vote at any time prior to the vote at the 2011 Annual Meeting. If you are the stockholder of record, you may change your vote by granting a properly authorized new proxy with a later date by mail, telephone or over the Internet (which automatically revokes the earlier proxy), by providing a written notice of revocation to our Corporate Secretary prior to your shares being voted, or by attending the 2011 Annual Meeting and voting in person. For your written notice of revocation to be effective, it must be received by our Corporate Secretary at our principal executive offices no later than June 15, 2011. Attendance at the 2011 Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request or you cast a new vote. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or nominee, or, if you have obtained a legal proxy from your broker, trustee or nominee giving you the right to vote your shares, by attending the 2011 Annual Meeting and voting in person.

 

Q:	Who can help answer my questions?

 

A:	If you have any questions about the 2011 Annual Meeting or how to vote or revoke your proxy, you should contact our investor relations department at (914) 347-4300. You may also contact them if you need additional copies of this Proxy Statement or voting materials.

 

Q:	Is my vote confidential?

 

A:

Proxies, ballots and voting instructions and tabulations that identify individual stockholders will be tabulated by Broadridge Financial Solutions, Inc. (“Broadridge”) and will be handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Acorda Therapeutics or to third parties, except as necessary to meet applicable legal requirements and to allow for the tabulation of votes and certification of the vote.

 

Q:	How many shares must be present or represented to conduct business at the 2011 Annual Meeting?

 

A:

The quorum requirement for holding the 2011 Annual Meeting and transacting business is that holders of a majority of shares of Acorda Therapeutics’ common stock entitled to vote must be present in person or represented by proxy at the 2011 Annual Meeting. Both abstentions and broker non-votes, which are explained below under “what is a broker non vote?”, are counted for the purpose of determining the presence of a quorum.

 

-3-

Q:	What if a quorum is not present at the 2011 Annual Meeting?

 

A:

If a quorum is not present or represented at the 2011 Annual Meeting, the stockholders present or represented at the meeting and entitled to vote, although less than a quorum, or if no stockholder is present, any officer entitled to preside or to act as secretary of such meeting, may adjourn the 2011 Annual Meeting until a quorum is present or represented. The time and place of the adjourned meeting will be announced at the time the adjournment is taken and no other notice will be given, unless the adjournment is for more than 30 days from the date of the original meeting or a new record date is set for the adjourned meeting.

 

Q:	What vote is required to approve each of the proposals and how are votes counted?

 

A:

In the election of the directors, you may vote “FOR ALL” nominees, you may “WITHHOLD ALL” authority to vote for the nominees or you may vote “FOR ALL EXCEPT” which allows you to withhold the authority to vote with respect to a particular nominee.  A properly executed proxy marked “FOR ALL EXCEPT” will not be voted with respect to the nominee that you indicate, although it will be counted for purposes of determining whether there is a quorum.  The affirmative vote of a plurality of the shares of common stock present in person or represented by proxy and entitled to vote at the 2011 Annual Meeting is required to elect the three nominees to the Board. In the election of the directors, the nominees receiving the highest number of “FOR” votes at the 2011 Annual Meeting will be elected. Accordingly, abstentions and broker-non-votes will not affect on the outcome of this proposal.

 

 

For the advisory vote on the frequency of future say-on-pay votes, you may vote for holding such votes every “1 YEAR,” “2 YEARS,” or “3 YEARS,” or you may “ABSTAIN” from the vote.  The frequency which receives the most votes cast will be considered the preference of the Company’s stockholders.  The Board will consider the outcome of this advisory vote, particularly the frequency of voting that receives the most stockholder votes, as described below in this Proxy Statement under the heading “Proposal FOUR – Advisory (Non-Binding) Vote on the Frequency of Executive Compensation Advisory Votes.”  Abstentions and broker-non-votes will have no effect on the outcome of this proposal.

 

If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If no instructions are specified, your shares will be voted in accordance with the recommendations of the Board as described above under “How does the Board recommend that I vote?” with respect to the four proposals described in this Proxy Statement and in the discretion of the proxy holders on any other matters that properly come before the 2011 Annual Meeting.

 

Q:	What is a broker non-vote?

 

A:

If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and such instructions are not given. Under the rules that govern brokers, brokers have the discretion to vote on routine matters, but not on non-routine matters.  The ratification of the appointment of the Company’s independent auditors is a matter considered routine under applicable rules, and your broker is allowed to vote your shares on your behalf in their discretion without instructions from you.  Non-routine matters include the election of directors, the advisory say-on-pay vote, and the advisory vote regarding the frequency of future say-on-pay votes.  Accordingly, if you hold your shares in street name and you want your shares voted on these matters, it is critical that you provide voting instructions to your broker.  We encourage you to provide voting instructions to the organization that holds your shares in order to minimize the number of broker non-votes.

 

 

Q:	What happens if a nominee is unable to stand for election?

 

A:

If a nominee is unable to stand for election, the Board may either reduce the number of directors to be elected or substitute a nominee. If a substitute nominee is selected, the proxy holders, Dr. Cohen and Ms. Wasman, will vote your shares for the substitute nominee, unless you have withheld authority.

 

Q:	What happens if additional matters are presented at the 2011 Annual Meeting?

 

A:

Other than the four items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the 2011 Annual Meeting. If you grant a proxy, the persons named as proxyholders, Dr. Cohen and Ms. Wasman, will have the discretion to vote your shares on any additional matters properly presented for a vote at the 2011 Annual Meeting.

 

Q:	Who will serve as inspector of elections?

 

A:	Broadridge will tabulate votes and a representative of Broadridge will act as inspector of elections.

 

Q:	What does it mean if I receive more than one Notice of Annual Meeting and Internet Availability and/or set of written proxy materials?

 

A:

If you receive more than one Notice of Annual Meeting and Internet Availability, or more than one set of written proxy materials, it means your shares are not all registered in the same way (for example, some are registered in your name and others are registered jointly with a spouse) and are in more than one account. In order to ensure that you vote all of the shares that you are entitled to vote, you should authorize a proxy to vote all proxy cards to which you are provided access.

 

Q:	Who will bear the cost of soliciting votes for the 2011 Annual Meeting?

 

A:

Acorda Therapeutics is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees. These individuals will not receive any additional compensation for such solicitation activities. Upon request, we will also reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy materials to stockholders.

 

Q:	Where can I find the voting results of the 2011 Annual Meeting?

 

A:	We intend to announce preliminary voting results at the 2011 Annual Meeting and after the meeting we will publish final results in a Current Report on Form 8-K.

 

Q:	What if I have questions for Acorda Therapeutics’ transfer agent?

 

A:	Please contact our transfer agent, at the phone number or address listed below, if you are a registered stockholder and have questions concerning stock certificates, transfers or ownership or other matters pertaining to your stock account.

 

 

-5-

Q:	What is the deadline for submitting proposals for inclusion in Acorda Therapeutics’ proxy statement for the 2012 Annual Meeting of Stockholders?

 

A:

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, stockholders may present proper proposals for inclusion in our proxy statement relating to, and for consideration at, the 2012 Annual Meeting of Stockholders, by submitting their proposals to us no later than the 120th day prior to the anniversary of the date of these proxy materials, December 31, 2011. Any proposal so submitted must comply with the rules of the Securities and Exchange Commission.

 

 

Q:	What is the deadline for submitting proposals to be presented on the floor of the 2012 Annual Meeting of Stockholders and not in Acorda Therapeutics’ proxy statement or to nominate individuals to serve as directors?

 

A:

Under our Amended and Restated Bylaws, a stockholder may nominate a director or submit a proposal for consideration at an annual meeting by giving timely notice to Acorda Therapeutics. To be timely, that notice must contain information specified in our Amended and Restated Bylaws and be received by us at our principal executive office at 15 Skyline Drive, Hawthorne, New York 10532, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. If, however, the date of the annual meeting is advanced by more than 20 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting and the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made. Therefore, we must receive your nomination or proposal on or after February 17, 2012 and prior to March 18, 2012, unless the date of the 2012 Annual Meeting is advanced by more than 20 days, or delayed by more than 60 days from the anniversary date of the 2011 Annual Meeting.

 

 

 

 

 

 

 

-6-

 

 

 

 

Name		Age			Position(s)
Ron Cohen, M.D.		55			President, Chief Executive Officer, Director and Nominee
Barry Greene(1)		47			Director
Peder K. Jensen, M.D.		56			Director
John P. Kelley(3)(4)		57			Director
Sandra Panem, Ph.D.(3)(4)		64			Director
Lorin J. Randall(2)(3)(4)		67			Director and Nominee
Steven M. Rauscher(1)(2)		57			Director and Nominee
Ian Smith(2)		45			Director

---

(1)	Member of our Compliance Committee.

 

(2)	Member of our Audit Committee.

 

(3)	Member of our Compensation Committee.

 

(4)	Member of our Nominations and Governance Committee.

 

 

 

 

-7-

 

 

 

 

 

 

 

   John P. Kelley has been a member of our Board of Directors since December 2008. Mr. Kelley was the President and Chief Operating Officer of The Medicines Company, a pharmaceutical company providing acute care hospital products worldwide from 2004 to 2009. He also served on The Medicines Company’s board of directors from 2005 to 2009. From 2000 to 2004, Mr. Kelley held a series of positions at Aventis, a global pharmaceutical company, including Senior Vice President, Global Marketing and Medical, where he was accountable for worldwide brand management. Prior to the formation of Aventis, he held a series of positions at Hoechst Marion Roussel, Inc., a life sciences firm focused on pharmaceuticals, including, from 1998-1999, Vice President, Commercial Director, U.S. and, from 1995 to 1998, Vice President of Marketing. Within the last five years, Mr. Kelley previously served on the board of directors of The Medicines Company.  Mr. Kelley received a B.A. from Wilkes University and an M.B.A. from Rockhurst University.  Mr. Kelley’s extensive knowledge of the pharmaceutical industry as well as his operations and marketing experience make him well-positioned to provide advice and guidance to Acorda at this stage of the Company’s development.

 

Sandra Panem, Ph.D., has been a member of our Board since 1998. She is currently a partner at Cross Atlantic Partners, which she joined in 2000. From 1994 to 1999, Dr. Panem was President of Vector Fund Management, the then asset management affiliate of Vector Securities International. Prior thereto, Dr. Panem served as Vice President and Portfolio Manager for the Oppenheimer Global BioTech Fund, a mutual fund that invested in public and private biotechnology companies. Previously, she was Vice President at Salomon Brothers Venture Capital, a fund focused on early and later-stage life sciences and technology investments. Dr. Panem was also a Science and Public Policy Fellow in economic studies at the Brookings Institution, and an Assistant Professor of Pathology at the University of Chicago. She received a B.S. in biochemistry and Ph.D. in microbiology from the University of Chicago. Dr. Panem currently serves on the boards of directors of Labcyte, Inc., GenomeQuest, Inc., and MDx Medical, Inc.  In addition, within the last five years, Dr. Panem previously served on the board of directors of Martek Biosciences Corp.  Dr. Panem’s experience investing in life sciences companies, and her long-standing relationship with the Company as a Board representative of one of its earliest investors, provides historical perspective on Acorda Therapeutics and the life sciences industry.  Based on her broad industry and corporate experience, Dr. Panem serves as Chair of our Nominations Committee.

 

 

    Wise Young, Ph.D., M.D., was a member of our Board from the founding of the company in 1995 until his recent resignation from the Board effective April 19, 2011. Dr. Young has been at Rutgers University since 1997, where he serves as Professor and Chair of the Department of Cell Biology and Neuroscience, Professor II and Director of the Neuroscience Center and founder of the W.M. Keck Center for Neuroscience. Dr. Young is one of the preeminent scientists in the fields of spinal cord injury (SCI) and neurotrauma, SCI animal models, and the pharmacological therapy of SCI. He was the Principal Investigator for the Multicenter Animal Spinal Cord Injury Study, funded by the National Institutes of Health; is editor-in-chief of Current Concepts in Critical Care and Trauma; and serves on numerous editorial boards, including those of Experimental Neurology, Journal of Neurotrauma, Brain Research and Stroke. Dr. Young has received the Wakeman Award for Research in Neurosciences, and a Jacob Javits Neuroscience Award from the National Institute of Neurological Disorder and Stroke. He is also a member of the Scientific Advisory Council of the American Paralysis Association and of the National Acute Spinal Cord Injury Study executive committee. Dr. Young received a B.A. in biology and chemistry from Reed College, a Ph.D. in physiology and biophysics from the University of Iowa and an M.D. from Stanford University.  Dr. Young has spent his career in scientific academia at a number of well-known and highly regarded institutions where he has focused on SCI and neurotrauma. This experience provides Dr. Young with extensive scientific knowledge and a deep understanding of the research and development activities of Acorda Therapeutics, as well as enhancing the Company’s stature in the medical research community. Dr. Young will continue to advise the Company in a consulting role as Special Scientific Advisor.  Dr. Young is 61.

 

 

-9-

 

The Board has not appointed any director to the position of Chair of the Board nor has it appointed a lead independent director.  However, Dr. Cohen, who is the President and Chief Executive Officer of the Company, serves as the acting chair at Board meetings and is expected to serve as the chair at the Annual Meeting. For the reasons discussed below, the Board of Directors believes this is the most appropriate leadership structure for our Company as it continues to grow as a fully–integrated biopharmaceutical company and as we execute our strategy to become a leading neurology company focused on the identification, development and commercialization of a range of nervous system therapeutics.

 

Dr. Cohen’s role in chairing the meetings of the Board allows the Board to act efficiently and effectively to best serve the interests of the Company’s stockholders and the Company as a whole. The Board believes that Dr. Cohen, in his capacity as President and Chief Executive Officer, serves as an effective bridge between the Board and management, providing the Board with a thorough understanding of the Company and its business and fostering an open dialogue between the Board and senior management. In addition, the Board believes that Dr. Cohen has been able to provide the Company with leadership for executing strategic initiatives and meeting challenges.

 

The Board does not believe at this time that the Company’s leadership structure would be enhanced appreciably by appointing a Chairman of the Board or by calling upon a director other than Dr. Cohen to act as the chair of its meetings. The Board follows sound corporate governance practices to ensure its independence and effective functioning. Most importantly, except for Dr. Cohen, the Board is composed entirely of directors deemed to be “independent.” The independent directors meet in a scheduled executive session without Dr. Cohen present at every regular meeting of the Board. In addition, each of the Board’s committees is composed entirely of independent directors, which means that oversight of critical issues such as the integrity of the Company’s financial statements, chief executive officer and senior management compensation, and Board evaluation and selection of directors is entrusted to independent directors. In addition to the Audit, Compensation and Nomination and Governance Committees, in May 2008, the Board established a Compliance Committee, also consisting only of independent directors, which assists the Board in overseeing the legal and regulatory aspects of our business.

 

The Board intends to review its leadership structure from time to time to determine whether circumstances recommend a change in such structure.

 

 

The Board of Directors is generally responsible for overseeing management of the various operational, financial, and legal risks faced by the Company. Particular risk management matters are brought to the Board by management in connection with the Board’s general oversight and approval of corporate matters. Our Board administers its risk oversight function as a whole and through its Board Committees. For example, the Audit Committee regularly discusses with management our major financial risk exposures, their potential financial impact on our Company and our risk mitigation strategies and participates in regular reviews of our process to assess and manage enterprise risk management. In addition, our Compliance Committee works closely with senior management to review and oversee our compliance with non-financial legal and regulatory requirements, including those related to product safety and quality and the development, manufacturing, distribution and sale of our products. The individual Board committees report to the full Board, including when a matter rises to the level of a material risk. The Company’s management is responsible for day-to-day risk management. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the strategic, financial, operational, compliance and reporting levels. We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing our Company and that our Board leadership structure supports this approach.

 

 

 

 

 

 

 

Audit Committee and Audit Committee Financial Experts

 

 

 

•

approving and retaining the independent auditors to conduct the annual audit of our books and records;

 

•

reviewing the proposed scope and results of the audit;

 

•

reviewing and pre-approving the independent auditors’ audit and non-audit services rendered;

 

•

approving the audit fees to be paid;

 

•

reviewing accounting and financial controls with the independent auditors and our financial and accounting staff;

 

•

reviewing and approving transactions between us and our directors, officers and affiliates;

 

•

recognizing and addressing potential prohibited non-audit services;

 

•

establishing procedures for complaints received by us regarding accounting and financial-related matters; and

 

•

overseeing internal audit functions when implemented.

 

 

Compensation Committee

 

 

•

reviewing, approving and (where appropriate) recommending for the approval of the full Board the compensation arrangements for executives, including the compensation for our president and chief executive officer;

 

•

establishing and reviewing general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals;

 

•

administering our stock incentive plan and annual cash bonus program; and

 

•

reviewing and making recommendations to the full Board regarding director compensation.

 

 

Nominations and Governance Committee

 

 

•

identifying potential candidates to serve on our Board;

 

•

overseeing an annual evaluation of the Board;

 

•

evaluating the composition, size, structure and practices of the Board and monitoring the independence of Board members and the overall Board composition; and

 

•

considering and making recommendations to the Board relating to the practices, policies and performance of the Board and corporate governance.

 

 

Compliance Committee

 

 

 

Qualifications for Director Candidates

 

The Nominations and Governance Committee and the Board do not believe that it is in our best interests to establish rigid criteria for the selection of prospective director candidates. Rather, the Nominations and Governance Committee and the Board recognize that the challenges and needs we face will change over time and, accordingly, believe that the selection of director candidates should be based on skill sets relevant to the issues we face or are likely to face at the time of nomination. As a result, the priorities and emphasis of the Nominations and Governance Committee and of the Board may change from time to time to take into account changes in business and other trends, and the portfolio of skills and experience of current and prospective members of our Board. At the same time, the Nominations and Governance Committee and the Board strongly believe that we benefit from diversity in age, skills, background and experience.  While the Nominations and Governance Committee and the Board have not adopted a formal diversity policy with regard to the selection of director candidates, diversity is one of the factors that the Committee considers in identifying director candidates. As part of this process, the Nominations and Governance Committee evaluates how a particular candidate would strengthen and increase the diversity of the Board in terms of how that candidate may contribute to the Board’s overall balance of perspectives, backgrounds, knowledge, experience, skill sets and expertise. We seek director candidates who, in addition to general management experience and business knowledge, possess an expertise in one or more of the following areas: business, medicine, scientific research, drug discovery and development, health care, pharmaceuticals, finance, law, corporate governance, risk assessment, and investor relations. In addition, there are certain general attributes that the Nominations and Governance Committee and the Board believe all prospective director candidates must possess in order to be recommended to the Board, including:

 

•

a commitment to professional integrity and ethics;

 

•

demonstrated leadership ability and the ability to exercise sound business judgment;

 

-12-

 

 

•

independence from conflict or direct economic relationship with the Company; and

 

•

a willingness to devote the required amount of time to attend Board and committee meetings and to otherwise carry out the duties and responsibilities of Board membership.

 

 

 

Identification and Evaluation of Director Candidates

 

 

 

Stockholder Recommendations of Director Candidates

 

 

 

 

-13-

 

 

 

 

 

-14-

 

 

Position		Annual Cash Retainer		Initial Option Grant		Annual Option Grant
Base Fee		$40,000		25,000 shares		10,000 shares
Lead Director/Chair		45,000		—		—
Audit Committee Chair		15,000		—		—
Compensation Committee Chair		12,000		—		—
Compliance Committee Chair		12,000		—		—
Nominations and Governance Committee Chair		10,000		—		—
Audit Committee Member		10,000		—		—
Compensation Committee Member		7,000		—		—
Compliance Committee Member		7,000		—		—
Nominations and Governance Committee Member		6,000		—		—

 

 

 

Name		Fees Earned or Paid in Cash ($)		Option Awards ($)(1)		Total ($)(1)
Barry Greene(2)(6)(8)		$99,853		$188,995		$288,848
John P. Kelley(4)(5)(6)(8)		73,410		188,995		262,405
Sandra Panem, Ph.D.(4)(5)(7)		52,883		188,995		241,878
Lorin J. Randall(3)(4)(5)		63,883		188,995		252,878
Steven M. Rauscher(2)(3)(8)		68,301		188,995		257,296
Ian Smith(3)(6)(8)		81,199		188,995		270,194
Wise Young, Ph.D., M.D.(9)		35,883		188,995		224,878

 

---

(1)

The method and assumptions used to calculate the value of the options granted to our directors are discussed in note 7 to our financial statements. The aggregate number of shares of our common stock subject to option awards outstanding and held by these individuals at December 31, 2010 was as follows: Mr. Greene, 43,740 shares; Mr. Kelley, 45,000 shares, Dr. Panem, 43,851 shares; Mr. Randall, 59,186 shares; Mr. Rauscher, 43,784 shares; Mr. Smith, 43,231 shares; and Dr. Young, 41,086 shares.

 

(2)	Member of our Compliance Committee.

 

(3)	Member of our Audit Committee.

 

(4)	Member of our Compensation Committee.

 

(5)	Member of our Nominations and Governance Committee.

 

(6)	Member of an Ad Hoc Business Development Committee of the Board of Directors.  2010 fees paid to this director include remuneration for 2010 participation on this Committee as well as retroactive remuneration paid in 2010 for membership on this Committee in 2008 and 2009.

 

(7)	Dr. Panem’s 2010 cash compensation was paid to CAP Advisory Services, LLC.

 

(8)	Previously was a member of a Commercial Committee of the Board of Directors, which is currently not active.  2010 fees paid to this director include retroactive remuneration paid in 2010 for membership on this Committee from 2007 to 2009.

 

(9)	Dr. Young resigned from the Board of Directors effective April 19, 2011.

 

-15-

 

 

 

•

each person who is known by us to beneficially own more than 5% of our common stock;

 

•

each of our directors and executive officers; and

 

•

all of our directors and executive officers as a group.

 

 

 

	Shares of Common Stock Beneficially Owned
	Number		Percent
5% Stockholders
FMR LLC(1)	4,983,316		12.7%
BlackRock, Inc.(2)	2,944,717		7.5%
Adage Capital Partners(3)	2,859,682		7.3%
Wells Fargo and Company(4)	2,556,802		6.5%
Steven Cohen/S.A.C. Capital(5)	2,207,283		5.6%
Executive Officers and Directors
Ron Cohen, M.D.(6)	1,149,837		2.9%
David Lawrence, M.B.A.(7)	206,149		*
Andrew R. Blight, Ph.D.(8)	331,702		*
Jane Wasman, J.D.(9)	277,134		*
Thomas C. Wessel, M.D., Ph.D.(10)	72,896		*
Lauren M. Sabella (11)	48,938		*
Barry Greene(12)	41,240		*
John P. Kelley(13)	42,500		*
Sandra Panem, Ph.D.(14)	42,981		*
Lorin J. Randall(15)	51,686		*
Steven Rauscher(16)	41,284		*
Ian Smith(17)	40,731		*
Wise Young, Ph.D., M.D.(18)	55,893		*
All directors and executive officers as a group (13 persons)	2,402,971		5.8%

---

 

*

Less than 1%.

 

(1)

Based on an amendment to a Schedule 13G filed with the SEC on February 14, 2011 (the “Fidelity 13G”), by FMR LLC (“FMR”) and Edward C. Johnson III, FMR owns 4,983,316 shares of common stock. According to the Fidelity 13G, Fidelity Management & Research Company (“Fidelity”), a wholly-owned subsidiary of FMR, is the beneficial owner of 4,983,316 shares of common stock as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940 (the “Fidelity Funds”). Mr. Johnson and FMR, through its control of Fidelity and the Fidelity Funds each has sole power to dispose of the 4,983,316 shares of common stock owned by the Fidelity Funds. Neither FMR nor Mr. Johnson has sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds. The address of principal business office for FMR and Mr. Johnson is 82 Devonshire Street, Boston, MA, 02109.

 

-16-

 

 

(2)

Based on an amendment to a Schedule 13G filed with the SEC on February 3, 2011, by BlackRock, Inc., BlackRock, Inc. owns and has sole voting and dispositive power over 2,944,717 shares of common stock. The address of principal business office for BlackRock, Inc. is 40 East 52nd Street, New York, NY 10022.

 

(3)

Based on an amendment to a Schedule 13G filed with the SEC on February 14, 2011, by Adage Capital Partners, L.P. (ACP), Adage Capital Partners GP, L.L.C. (ACPGP), Adage Capital Advisors, L.L.C. (ACA), Robert Atchinson, and Phillip Gross, all of them share voting and dispositive power over 2,859,682 shares of common stock held directly by ACP.  According to the Schedule 13G amendment: ACPGP is a general partner of ACP; ACA is a managing member of ACPGP; and Mr. Atchinson and Mr. Gross are each general partners of ACP and managing members of ACPGP and ACA.  The address of principal business office for ACP, ACPGP, ACA, Robert Atchinson, and Phillip Gross is 200 Clarendon Street, 52nd floor, Boston, MA  02116.

 

(4)

Based on a Schedule 13G filed with the SEC on January 25, 2011, by Wells Fargo and Company and its subsidiary Wells Capital Management Incorporated, (1) Wells Fargo and Company together with Wells Capital Management Incorporated and other subsidiaries has sole voting power over 1,717,816 shares of common stock and sole dispositive power over 2,556,802 shares of common stock, and (2) Wells Capital Management Incorporated has sole voting power over 580,983 shares of common stock and sole dispositive power over 2,540,640 shares of common stock. The address of principal business office for Wells Fargo and Company is 420 Montgomery Street, San Francisco, CA  94104, and the address and principal business office of Wells Capital Management Incorporated is 525 Market Street, 10th Floor, San Francisco, CA  94105.

 

(5)

Based on a Schedule 13G filed with the SEC on January 31, 2011 by S.A.C. Capital Advisors, L.P., S.A.C. Capital Advisors, Inc., Sigma Capital Management LLC, and Steven A. Cohen:  SAC Capital Advisors, L.P. and S.A.C. Capital Advisors, Inc., its general partner, and Mr. Cohen, who controls S.A.C. Capital Advisors, Inc., have shared voting and dispositive power over 1,432,283 shares of common stock that are subject to an investment management agreement between S.A.C. Capital Advisors, L.P. and the entities that hold those shares; Sigma Capital Management, LLC, and Mr. Cohen, who controls Sigma Capital Management, LLC, have shared voting and dispositive power over 775,000 shares of common stock that are subject to an investment management agreement between Sigma Capital Management, LLC, and the entities that hold those shares. The address and principal business office of S.A.C. Capital Advisors, L.P., S.A.C. Capital Advisors, Inc. and Mr. Cohen is 72 Cummings Point Road, Stamford, CT  06902, and the address and principal business office of Sigma Capital Management, LLC, is 540 Madison Avenue, New York, NY  10022.

 

(6)

Includes 18,696 shares of common stock, 815,840 shares of common stock issuable upon exercise of stock options and 315,301 restricted shares.

 

(7)

Includes 180,004 shares of common stock issuable upon exercise of stock options and 26,145 restricted shares.

 

(8)

Includes 3,368 shares of common stock, 269,977 shares of common stock issuable upon exercise of stock options and 58,357 restricted shares.

 

(9)

Includes 212,220 shares of common stock issuable upon exercise of stock options and 64,914 restricted shares.

 

(10)

Includes 36,546 shares of common stock issuable upon exercise of stock options and 36,350 restricted shares.

 

(11)

Includes 17,558 shares of common stock issuable upon exercise of stock options and 31,380 restricted shares.

 

(12)

Includes 41,240 shares of common stock issuable upon exercise of stock options.

 

 

-17-

 

 

(13)

Includes 42,500 shares of common stock issuable upon exercise of stock options.

 

(14)

Includes 1,630 shares of common stock and 41,351 shares of common stock issuable upon exercise of stock options.

 

(15)

Includes 51,686 shares of common stock issuable upon exercise of stock options.

 

(16)

Includes 41,284 shares of common stock issuable upon exercise of stock options.

 

(17)

Includes 40,731 shares of common stock issuable upon exercise of stock options.

 

(18)

Includes 13,461 shares of common stock, 38,586 shares of common stock issuable upon exercise of stock options and 3,846 restricted shares.  Dr. Young resigned from the Board of Directors effective April 19, 2011.

 

 

 

Name		Age		Position(s)
Ron Cohen, M.D.		55		President, Chief Executive Officer and Director
Andrew R. Blight, Ph.D.		60		Chief Scientific Officer
David Lawrence, M.B.A.		53		Chief Financial Officer
Lauren M. Sabella		50		Executive Vice President, Commercial Development
Jane Wasman, J.D.		54		Executive Vice President, General Counsel and Corporate Secretary
Thomas C. Wessel, M.D., Ph.D.		55		Chief Medical Officer

 

 

 

 

-18-

 

 

 

 

 

 

 

 

 

 

 

-19-

 

 

 

 

 

 

 

 

 

-20-

 

 

 

 

•

market data gathered both internally and by the Compensation Committee and its outside consultant;

 

•

review of each executive’s compensation, both individually and relative to other officers; and

 

•

individual past year’s performance and past year’s contributions to the Company.

 

 

 

 

·	Dalfampridine (Ampyra®) commercial pre-launch and launch

 

·	Financial performance

 

·	Dalfampridine development

 

·	Product pipeline development

 

·	Zanaflex® franchise sales and marketing

 

-21-

 

 

 

 

 

 

 

-22-

 

 

 

 

Stock Options

 

 

 

 

 

Restricted Stock

 

 

 

 

-23-

 

 

 

 

 

 

 

Name and Principal Position		Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		All Other Compensation ($)(7)		Total ($)
Ron Cohen, M.D.		2010		$589,750		$592,860(2)		$3,817,344		$4,549,547		$7,350		$9,556,851
President and Chief Executive Officer		2009		483,717		280,888(4)		514,750		823,313		7,350		2,110,018
		2008		459,800		207,410(5)		495,250		840,088		6,900		2,009,448
David Lawrence M.B.A.		2010		270,883		114,038(3)		470,250		558,146		7,350		1,420,667
Chief Financial Officer		2009		262,317		105,733(4)		205,900		329,325		7,350		910,625
		2008		252,400		82,067(5)		245,644		416,683		6,900		1,003,694
Andrew R. Blight, Ph.D.		2010		339,417		162,397(3)		684,000		811,848		7,350		2,005,012
Chief Scientific Officer		2009		317,500		149,279(4)		329,440		526,920		7,350		1,330,489
		2008		295,000		112,010(5)		269,416		457,008		6,900		1,140,334
Jane Wasman, J.D.		2010		366,783		180,503(3)		684,000		811,848		7,350		2,050,484
Executive VP, General Counsel &		2009		341,833		211,139(6)		308,850		493,988		7,350		1,363,160
Corporate Secretary		2008		325,000		109,700(5)		297,150		504,053		6,900		1,242,803
Thomas C. Wessel, M.D., Ph.D.		2010		364,900		149,554(3)		—		—		48,340(8)		562,794
Chief Medical Officer		2009		364,083		65,000(4)		53,534		85,625		53,026(8)		621,268

 

(1)

Represents the aggregate grant date fair value for all stock awards or option awards granted during the years shown, in accordance with ASC Topic 718. The method and assumptions used to calculate the value of the stock awards and option awards granted to our Named Executive Officers are discussed in note 7 to our financial statements.

 

(2)	2010 bonus paid in 2011 and additional $150,000 bonus paid in 2010.

 

(3)	2010 bonus paid in 2011.

 

(4)	2009 bonus paid in 2010.

 

(5)	2008 bonus paid in 2009 and $500 bonus paid in 2008.

 

(6)	2009 bonus paid in 2010 and additional $50,000 bonus paid in 2009.

 

(7)	Represents the employer 401(k) matching contribution to employee deferrals. For each dollar an employee invests up to 6% of his or her earnings, the Company contributes an additional 50 cents into the funds, subject to IRS annual limits.

 

-24-

 

 

(8)	Represents $7,350 in employer 401(k) matching contribution as discussed in Note 7 and $40,990 and $45,676 in relocation expenses (including tax gross-up) in 2010 and 2009 respectively.

 

 

 

 

Name and Principal Position		Grant Date		Stock Awards: Number of Shares of Stock or Units (#)		Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value ($)
Ron Cohen, M.D.		3/31/2010				100,000		$34.20		$2,030,000
President and Chief Executive Officer		3/31/2010		50,000				34.20		1,710,000
		6/9/2010				133,333		31.61		2,519,994
		6/9/2010		66,667				31.61		2,107,344
David Lawrence M.B.A.		3/31/2010				27,500		34.20		558,250
Chief Financial Officer		3/31/2010		13,750				34.20		470,250
Andrew R. Blight, Ph.D.		3/31/2010				40,000		34.20		812,000
Chief Scientific Officer		3/31/2010		20,000				34.20		684,000
Jane Wasman, J.D.		3/31/2010				40,000		34.20		812,000
Executive VP, General Counsel & Corporate Secretary		3/31/2010		20,000				34.20		684,000
Thomas C. Wessel, M.D., Ph.D.		—		—		—		—		—
Chief Medical Officer

 

-25-

 

 

		Option Awards								Stock Awards
Name and Principal Position		Number of Securities Underlying Options (# Exercisable)		Number of Securities Underlying Unexercised Options (# Unexercisable)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units That Have Not Vested ($)
Ron Cohen, M.D.		371,317		—		$2.60		9/11/2013		8,333(2)		$227,158
President and Chief		38,461		—		2.60		10/17/2013		37,500(3)		1,022,250
Executive Officer		51,265		—		8.14		1/1/2015		66,667(4)		1,817,342
		12,816		—		6.00		2/15/2016		—		—
		85,000		—		5.85		3/17/2016		—		—
		500		—		8.50		9/25/2016		—		—
		99,463		6,631(1)		15.49		12/21/2016		—		—
		42,968		19,532(1)		19.81		3/5/2018		—		—
		27,343		35,157(1)		20.59		3/2/2019		—		—
		18,750		81,250(1)		34.20		3/31/2020
		16,666		116,667(1)		31.61		6/9/2020
David Lawrence M.B.A.		27,109		—		8.14		1/1/2015		3,333(2)		90,858
Chief Financial Officer		17,527		—		6.00		2/15/2016		10,312(3)		281,105
		21,500		—		5.85		3/17/2016		—		—
		500		—		8.50		9/25/2016		—		—
		59,234		3,949(1)		22.13		2/14/2017		—		—
		21,312		9,688(1)		19.81		3/5/2018		—		—
		10,937		14,063(1)		20.59		3/2/2019		—		—
		5,156		22,344(1)		34.20		3/31/2020
Andrew R. Blight, Ph.D.		28,777		—		2.60		9/11/2013		5,333(2)		145,378
Chief Scientific Officer		52,338		—		8.14		1/1/2015		15,000(3)		408,900
		13,085		—		6.00		2/15/2016		—		—
		32,500		—		5.85		3/17/2016		—		—
		500		—		8.50		9/25/2016		—		—
		72,506		4,834(1)		22.13		2/14/2017		—		—
		23,375		10,625(1)		19.81		3/5/2018		—		—
		17,500		22,500(1)		20.59		3/2/2019		—		—
		7,500		32,500(1)		34.20		3/31/2020
Jane Wasman, J.D.		44,769		—		8.14		1/1/2015		5,000(2)		136,300
Executive VP, General		11,192		—		6.00		2/15/2016		15,000(3)		408,900
Counsel & Corporate		25,000		—		5.85		3/17/2016		—		—
Secretary		500		—		8.50		9/25/2016		—		—
		59,234		3,949(1)		22.13		2/14/2017		—		—
		25,781		11,719(1)		19.81		3/5/2018		—		—
		16,406		21,094(1)		20.59		3/2/2019		—		—
		7,500		32,500(1)		34.20		3/31/2020
Thomas C. Wessel, M.D., Ph.D.		25,000		25,000(1)		21.42		11/3/2018		866(2)		23,607
Chief Medical Officer		2,843		3,657(1)		20.59		3/2/2019		8,333(5)		227,158

---

 

(1)

Each of these options is subject to a four-year vesting schedule and vests in equal quarterly installments. The vesting commencement dates of such options are as follows: Dr. Cohen, January 1, 2007, January 1, 2008, January 1, 2009, January 1, 2010, and June 9, 2010, respectively; Mr. Lawrence, January 1, 2007, January 1, 2008, January 1, 2009, and January 1, 2010, respectively, Dr. Blight, January 1, 2007, January 1, 2008, January 1, 2009, and January 1, 2010, respectively; Ms. Wasman, January 1, 2007, January 1, 2008, January 1, 2009, and January 1, 2010, respectively, and Dr. Wessel, November 3, 2008 and January 1, 2009, respectively.

 

-26-

 

(2)	These restricted stock awards are subject to vesting over a three-year period as follows: 33.3% every year, with the vest dates of December 1, 2009, December 1, 2010, and December 1, 2011 for three (3) years.

 

(3)	These restricted stock awards are subject to vesting over a four-year period as follows: 25% every year, with the vest dates of December 1, 2010, December 1, 2011, December 1, 2012, and December 1, 2013 for four (4) years.

 

(4)	These restricted stock awards are subject to vesting over a three-year period as follows: 33.3% every year, with the vest dates of June 8, 2011, June 8, 2012, and June 8, 2013 for three (3) years.

 

(5)	These restricted stock awards are subject to vesting over a three-year period as follows: 33.3% every year, with the vest dates of November 3, 2009, November 3, 2010, and November 3, 2011 for three (3) years.

 

 

 

 

		Option Awards				Stock Awards
Name and Principal Position		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Ron Cohen, M.D.		17,094		$471,623		8,333		$220,575
President and Chief Executive Officer		1,602		44,199		12,500		330,875
		93,000		3,007,654		8,333		220,575
David Lawrence M.B.A.		22,000		520,881		4,133		109,401
Chief Financial Officer		-		-		3,438		91,004
						3,333		88,225
Andrew R. Blight, Ph.D.		-		-		4,533		119,989
Chief Scientific Officer		-		-		5,000		132,350
						5,333		141,165
Jane Wasman, J.D.		-		-		5,000		132,350
Executive VP, General Counsel &						5,000		132,350
Corporate Secretary						5,000		132,350
Thomas C. Wessel, M.D., Ph.D.		-		-		867		22,950
Chief Medical Officer						8,333		217,158

 

 

 

 

 

-27-

 

 

 

 

 

 

 

 

 

 

-28-

 

 

 

 

 

Name and Principal Position		Benefit		Termination Without Cause or Voluntary Termination by Executive With Good Reason		Voluntary Termination by Executive Without Good Reason Following a Change in Control		Termination Without Cause or Voluntary Termination by Executive With Good Reason Following a Change in Control(1)
Ron Cohen, M.D.		Salary		$762,500		$610,000		$762,500
President and Chief		Bonus		280,888		280,888		280,888
Executive Officer		Option and award acceleration		8,205,319		5,333,457		8,205,319
		Benefits continuation		27,795		27,795		27,795
		Total value:		9,276,502		6,252,140		9,276,502
David Lawrence M.B.A.		Salary		158,783(1)		—		204,150
Chief Financial Officer		Bonus		—		—		105,733
		Option and award acceleration		—		—		1,249,453
		Benefits continuation		12,971(1)		—		16,677
		Total value:		171,754		—		1,576,013
Andrew R. Blight, Ph.D.		Salary		257,175(1)		—		342,900
Chief Scientific Officer		Bonus		—		—		149,279
		Option and award acceleration		—		—		1,793,755
		Benefits continuation		5,499(1)		—		7,332
		Total value:		262,674		—		2,293,266
Jane Wasman, J.D.		Salary		216,475(1)		—		278,325
Executive VP, General		Bonus		—		—		161,139
Counsel & Corporate Secretary		Option and award acceleration		—		—		1,770,167
		Benefits continuation		4,277(1)		—		5,499
		Total value:		220,752		—		2,215,130

 

 

(1)	Shall be reduced in the event the executive obtains other employment during the severance period, except that Dr. Cohen is entitled to retain payment of his base salary without regard to any subsequent employment he may obtain.

 

 

 

 

 

-30-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-31-