xoma8k_081407.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Date
of
Report (Date of Earliest Event Reported): August 14,
2007
(Exact
name of registrant as specified in its charter)
(State
or
other jurisdiction of incorporation)
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0-14710
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52-2154066
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2910
Seventh Street, Berkeley, California
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94710
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(Address
of principal executive offices)
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(Zip
code)
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| |
|
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Registrant's
telephone number, including area code
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(510)
204-7200
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(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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01.Entry into a Material Definitive Agreement
On
August
14, 2007, XOMA (US) LLC and XOMA Ltd. entered into revised employment agreements
and revised change of control severance agreements with certain of their
respective executives, including three of XOMA Ltd.’s executive officers, forms
of which agreements are incorporated herein by reference as Exhibits 10.1 and
10.2. The basic terms of these revised agreements are unchanged from
the employment and change of control severance agreements entered into in July
of 2006; the revisions are intended to reflect the finalization of certain
US
Treasury regulations in order to preserve for the employees the intended tax
treatment of payments under the original agreements.
As
did
the original employment agreements, each revised employment agreement provides
in general for the named executive’s employment in the position with the title
specified in his agreement at a salary of not less than the amount per year
specified in his agreement. Under the revised employment agreements,
the executives are entitled to participate in any benefit plan for which key
executives are eligible, including the Management Incentive Compensation Plan
established effective July 1, 1993, as amended. Upon termination of
his employment for any reason other than cause or upon his resignation for
good
reason, each executive will be entitled to a severance payment equal to a
specified percentage of his then current base salary and target bonus for the
then current fiscal year and benefits for a period of time specified in his
revised agreement, as well as outplacement services for a period of time
specified in the agreement not to exceed a value specified in the
agreement. Each revised employment agreement will continue for one
year and will be automatically extended (without further action by the parties)
for one year thereafter and again on each subsequent anniversary thereof, unless
notice of non-extension of the term is given by either party.
As
did
the original change of control severance agreements, each revised change of
control severance agreement provides in general that, in the event that the
named executive is involuntarily terminated within an eighteen month period
following a change of control, as defined in the agreement, of XOMA Ltd., the
executive will be entitled to (in lieu of his severance payment and benefits
under his revised employment agreement) a severance payment equal to a
percentage of his then current base salary and target bonus for the then current
fiscal year and benefits for a period of time specified in his revised
agreement, as well as outplacement services for a period of time specified
in
the agreement not to exceed a value specified in the agreement. The
revised change of control severance agreements will terminate if the executive
is terminated prior to a change of control or once all obligations thereunder
have been satisfied.
The
names, titles and various amounts and periods referred to above as being
specified in the agreements, insofar as they relate to three of XOMA Ltd.’s
executive officers, are set forth in a reference schedule following each form
of
agreement. These forms also provided the basis for the employment and
change of control severance agreements entered into
in
August
of 2007 with Steven B. Engle, XOMA Ltd.’s other executive officer, which were
described in, and filed as exhibits to, XOMA Ltd.’s Current Report on Form 8-K
filed August 7, 2007.
Item
9.01. Financial
Statements and Exhibits
(c) Exhibits. The
following exhibits are filed herewith:
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Exhibit
No.
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Description
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10.1
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Form
of Employment Agreement entered into between XOMA (US) LLC and certain
of
its executives, with reference schedule.
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| |
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10.2
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Form
of Change of Control Severance Agreement entered into between XOMA
Ltd.
and certain of its executives, with reference
schedule.
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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.
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Dated: August
16, 2007
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XOMA
LTD.
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By: /s/ Christopher
J. Margolin
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Christopher J. Margolin
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Vice President, General
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Counsel and Secretary
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