Yeah? Is it? And you discovered this but Wall Street hasn't, right? Is that why we're at today's PPS? Because we're getting bought out? I want this to skyrocket as much as anyone, but PLEASE can we cut the nonsense?
While a parachute clause for officers if fairly standard (especially considering Ron has stated that selling the company is a top priority), it is interesting that it was only just now added.
Basically, it means that Oliviero gets a year severance if he loses his job due to a takeover (around $370k). It seems if there were any significant premium buyout, his salary should pale in comparison to how much he would make on his stock.
Of course, in the last year, he has sold 92,751 shares (a significant portion of his holdings, he has 161,208 remaining). I suppose you could say he is hedging his bets, since his 161k shares would be worth a lot if the company gets bought, but if it fails, he has cashed out $363,607 on top of his salary.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Change in Control Agreement
On October 31, 2011, Keryx entered into a Change in Control Agreement (the "Agreement") with its Chief Financial Officer, Mr. James F. Oliviero, for purposes of providing Mr. Oliviero with severance benefits upon a qualifying termination of employment in connection with a change in control. The Agreement will be effective upon the consummation of a "change in control" (as defined in the Agreement). In the event that a change in control does not occur on or prior to October 31, 2013, the Agreement will thereupon automatically terminate and have no force or effect.
In the event that Mr. Oliviero's employment with Keryx (or any successor entity) is terminated either by Keryx (or any successor entity) without "cause" (as defined in the Agreement) or by Mr. Oliviero for "good reason" (as defined in the Agreement), in each case, on, or within 12 months after, the effective date of a change in control, he will receive (subject to his execution of a general release of claims against Keryx and its affiliates): (i) a lump sum cash payment equal to the sum of (A) Mr. Oliviero's base salary, and (B) the annual bonus earned by Mr. Oliviero for the fiscal year immediately prior to the year in which his date of termination occurs, if any, and (ii) a lump sum cash payment equal to the total monthly premium payment (both the Keryx portion and Mr. Oliviero's portion of such premium) under the Company's group healthcare plan multiplied by twelve (12). Under the terms of the Agreement, if it is determined that any payment or benefit would constitute a parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits will be reduced to the extent necessary (but not below zero) so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code. If Mr. Oliviero's employment with Keryx (or any successor entity) is terminated for any reason other than as described above, he will not be entitled to receive any benefits under the Agreement.