EXELIXIS, INC. (NASDAQ:EXEL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Annual Cash Bonus Compensation Plan for Executives

On February 12, 2018, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Exelixis, Inc. (“Exelixis”) approved the Annual Cash Bonus Compensation Plan for Executives (the “Plan”), an annual incentive compensation program designed to provide Exelixis’ senior management team with incentives and rewards for working to achieve the strongest possible performance against pre-defined corporate performance objectives, while also enhancing the ability of Exelixis and its affiliates to attract and retain highly talented individuals.

Under the Plan, which is administered by the Compensation Committee, each “officer” of Exelixis or any of his or her affiliates (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended and Rule 16a-1 thereunder) and each Executive Vice President of Exelixis or any of its affiliates (each, a “Participant”) is eligible to receive an annual performance-based cash bonus award, the amount of which is based on a pre-set target percentage of the Participant’s annual base salary earned during the applicable Plan year. The Compensation Committee is responsible for establishing the bonus target percentages, as well as the relative percentage contributions of corporate performance and individual performance, if applicable. For each Participant, the amount of the cash bonus award for each calendar year depends upon Exelixis’ achievement of applicable corporate performance goals established by the Compensation Committee for that year, and, as applicable, an assessment of each Participant’s individual performance.

The corporate performance goals under the Plan may be based on criteria such as the following: sales or commercial goals; research, development and clinical activities; financial metrics, including revenue, cash flow and net income, cash balance, operating expenses and stock price performance; hiring, retention, development of plans and other operational goals; commercial, clinical and strategic collaborations and alliance management; acquisitions and licensing or partnering transactions; manufacturing and supply goals; quality goals; regulatory goals; and government affairs and public policy goals.

Individual performance may be assessed by the Compensation Committee based on the individual Participant’s contributions toward the achievement of Exelixis’ corporate performance goals, department goals for the Participant’s area of responsibility, or other individual goals derived from or related to Exelixis’ corporate performance goals. The Compensation Committee may determine in its sole discretion that Exelixis did not satisfactorily complete sufficient goals in an applicable Plan year and in that case, determine that a partial bonus or no bonus shall be paid to Participants for such Plan year. The Compensation Committee also has the discretion to take into consideration such other factors as it determines appropriate, in its sole discretion, in determining the amount of any actual bonus for any Participant. For any Plan year, the achieved corporate performance percentage and/or individual performance percentage may exceed 50% in the event Exelixis or the individual Participant exceeds the targeted level of achievement of the applicable goals, provided that neither percentage may exceed 200%.

The Plan is effective January1, 2018. Bonus payments for each Plan year will be made no later than two and a half months following the end of the applicable Plan year.

The foregoing summary of the Plan is not complete and is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit10.1 hereto.

2017 Bonus Payments

On February12, 2018, the Compensation Committee approved cash bonus payments for Exelixis’ principal financial officer and other named executive officers as defined under applicable securities laws (together the “Executive Officers”). In consideration of both the outstanding services provided by each of the Executive Officers during 2017 and Exelixis’ overall performance, all of the cash bonus payments were approved at 50% of the previously disclosed 2017 target cash bonus amounts set by the Compensation Committee in February 2017.

On February 15, 2018, the Compensation Committee approved a cash bonus payment for Michael Morrissey, Ph.D., Exelixis’ President and Chief Executive Officer. In consideration of both Dr. Morrissey’s outstanding leadership during 2017 and Exelixis’ overall performance, his cash bonus payment was approved at 50% of the previously disclosed 2017 target cash bonus amount set by the Compensation Committee in February 2017.

2018 Base Salaries and Target Bonus Percentages

On February 12, 2018, the Compensation Committee also approved the 2018 base salaries for Exelixis’ Executive Officers (on February 15, 2018 for Dr. Morrissey), and on February 15, 2018, approved 2018 target cash bonus awards, expressed as a percentage of 2018 base salaries, for Exelixis’ Executive Officers and Dr. Morrissey. Cash bonus awards for 2018 are granted under and subject to the terms of the Plan. The Compensation Committee set 2018 target cash bonus awards based on the seniority of the applicable position and considered the corporate and applicable department performance objectives for 2018. The 2018 base salaries and 2018 target cash bonus awards for each of our Executive Officers and Dr. Morrissey, are set forth below:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXELIXIS, INC. Exhibit
EX-10.1 2 exel20180212exhibit101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1EXELIXIS,…
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About EXELIXIS, INC. (NASDAQ:EXEL)

Exelixis, Inc. is a biopharmaceutical company. The Company is engaged in developing small molecule therapies for the treatment of cancer. It focuses on the development and commercialization of cabozantinib, an inhibitor of multiple receptor tyrosine kinases, in various tumor indications. Cabozantinib is indicated for the treatment of progressive, metastatic medullary thyroid cancer, and is sold under the brand name COMETRIQ. It is evaluating Cabozantinib in a development program, which consists of over 45 clinical trials, across multiple indications, including pivotal studies in advanced renal cell carcinoma (RCC) and hepatocellular carcinoma (HCC). Its other products are Cobimetinib and XL888. Cobimetinib is a potent, selective inhibitor of MEK, a kinase that is a component of the RAS/RAF/MEK/ERK pathway. XL888 is a small molecule oral inhibitor of Heat Shock Protein 90 (HSP90), a molecular chaperone protein that affects the activity and stability of a range of regulatory proteins.