Summary
This 8-K filing announces a material definitive agreement concerning the retirement of Dr. William H. Rastetter, Executive Chairman and Chairman of the Board of Directors, effective December 30, 2005. The agreement treats his retirement as a "Good Reason" termination, triggering significant financial and equity payouts to Dr. Rastetter. Investors should note the financial implications of this executive departure, including a payment of $7 million (comprising his 2005 target bonus and three times his annual salary and target bonus) and the immediate vesting of all his stock options and 50,000 restricted shares. This transition marks a notable change in leadership at the executive chairman level.
Key Highlights
- 1Dr. William H. Rastetter to retire as Executive Chairman and Chairman of the Board, effective December 30, 2005.
- 2Retirement treated as a "Good Reason" termination under his employment agreement.
- 3Dr. Rastetter to receive a payment of $7 million, including 2005 target bonus and three times his annual salary and target bonus.
- 4All of Dr. Rastetter's stock options will vest immediately upon retirement.
- 550,000 restricted shares awarded in February 2004 will also vest immediately.
- 6The agreement is documented in a Letter Agreement dated December 16, 2005.
- 7Raymond G. Arner, Acting General Counsel, signed the filing on behalf of Biogen Idec Inc.
Frequently Asked Questions
This filing announces the entry into a material definitive agreement regarding the retirement of Dr. William H. Rastetter, the Executive Chairman and Chairman of the Board, and the financial and equity terms associated with his departure.
Dr. Rastetter will receive payments totaling $7 million, which includes his 2005 target bonus and three times the sum of his annual salary and target bonus. Additionally, all his stock options and 50,000 restricted shares will vest immediately.
Dr. Rastetter's retirement as Executive Chairman, Chairman of the Board, and resignation from the Board are effective as of December 30, 2005.
The letter agreement specifies that his retirement will be treated as a termination for 'Good Reason' for purposes of his existing Employment Agreement, which allows for specific payouts and benefits as outlined in the filing.