BioMarin Pharmaceutical Inc. (NASDAQ:BMRN) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k

8 years ago

BioMarin Pharmaceutical Inc. (NASDAQ:BMRN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry into a Material Definitive Agreement.

On December 13, 2016, the Board of Directors (the Board) of
BioMarin Pharmaceutical Inc. (BioMarin or the Company), at the
recommendation of the Corporate Governance and Nominating
Committee of the Board, approved a new form of indemnification
agreement to be entered into with its directors and executive
officers (the Indemnification Agreement). The Company has entered
into, or will be entering into, an Indemnification Agreement with
each of its directors and executive officers.

Consistent with the indemnification agreements previously in
effect, the Indemnification Agreement provides that BioMarin will
indemnify each of the covered directors and executive officers to
the fullest extent permitted by law for claims arising in such
persons capacity as a director, executive officer, employee or
other agent of BioMarin, provided that, among other things, such
director and/or executive officer acted in good faith and with a
view to the best interests of BioMarin and, with respect to any
criminal proceeding, had no reasonable grounds for believing that
his or her conduct was unlawful.

The foregoing description of the Indemnification Agreement does
not purport to be complete and is qualified in its entirety by
reference to the form Indemnification Agreement, a copy of which
is attached hereto as Exhibit 10.1 and incorporated herein by
reference.

Item 5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On December 13, 2016, at the recommendation of the Compensation
Committee of the Board, the Board approved the amendment and
restatement of the employment agreement (the Restated Employment
Agreement) of Jean-Jacques Bienaim, the Companys Chief Executive
Officer and Chair of the Board (the CEO). The Company and the CEO
entered into the Restated Employment Agreement, effective
December 13, 2016. The Restated Employment Agreement supersedes
and replaces the CEOs prior employment agreement, as amended and
previously filed with the Securities and Exchange Commission (the
Prior Agreement).

The Company entered into the Restated Employment Agreement
primarily to make the form of the CEOs employment agreement
consistent with the employment agreements for the Companys other
executives, increase the CEOs salary, adjust his benefits in
connection with a Change in Control, eliminate additional income
tax gross-up payments in connection with a Change in Control
provided for in the Prior Agreement, and to meet current market
practices. Capitalized terms used but not defined herein have the
meanings ascribed to them in the Restated Employment Agreement.

Among other items, the material modifications to the terms of the
Prior Agreement include the following:

Under the Restated Employment Agreement, the CEO will
receive his current annual base salary of $1,050,000
through February 25, 2017.Effective as of February 26,
2017, his annual base salary will be $1,105,000,
representing an increase of approximately 5.2% from the
CEOs current annual base salary.

Upon a Change in Control, consistent with Company
practice for other executive officers, the CEO will
receive the full acceleration and exercisability of all
unvested stock options and full acceleration of all
unvested restricted stock units (and in the case of
restricted stock units subject to a performance vesting
requirement, such restricted stock units shall be deemed
vested as to performance as if the Company achieved 50%
of its target levels).

Upon termination without Cause or resignation for Good
Reason in connection with a Change in Control, the CEO
will be entitled to receive a lump sum payment in an
amount equal to the sum of 300% of the CEOs then-current
base salary, 300% of the CEOs target bonus, and the CEOs
target bonus for the year in which termination occurs
(pro-rated) and paid premiums under COBRA for 36 months.
Previously, the CEO was entitled to 500% of his
then-current base salary.

The Restated Employment Agreement provides that if any
payment the CEO would receive from the Company in
connection with a Change in Control (a Transaction
Payment) would constitute a parachute payment within the
meaning of Section 280G of the Code that would be subject
to Excise Tax, then the CEO will receive a payment in the
amount that, on an after-tax basis, represents the
greater of (i) the full Transaction Payment or (ii) the
largest portion of the Transaction Payment that the CEO
may receive without the imposition of the Excise Tax,
rather than the CEO receiving the full Transaction
Payment and additional gross-up payments, as provided for
in the Prior Agreement.

The foregoing description of the Restated Employment Agreement
does not purport to be complete and is qualified in its entirety
by the Restated Employment Agreement, which is attached hereto as
Exhibit 10.2 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit 10.1

Form of Indemnification Agreement for Directors and
Executive Officers.

Exhibit 10.2

Amended and Restated Employment Agreement by and between
the Company and Jean-Jacques Bienaim, effective as of
December 13, 2016.

About BioMarin Pharmaceutical Inc. (NASDAQ:BMRN)