Xoma Ltd. 8K - 07/07/06
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of Earliest Event Reported): July 7, 2006
(Exact
name of registrant as specified in its charter)
(State
or
other jurisdiction of incorporation)
|
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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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
July 7,
2006, XOMA (US) LLC and XOMA Ltd. entered into employment agreements and change
of control and severance agreements with certain of their respective executives,
including XOMA Ltd.’s four executive officers, forms of which agreements are
incorporated herein by reference as Exhibits 10.1 and 10.2.
In
general, each employment agreement provides 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 employment
agreements, the executives are entitled to participate in any benefit plan
for
which key executives of the Company are eligible, including the Management
Incentive Compensation Plan established effective July 1, 1993, as amended.
Upon
termination of his employment by the Company for any reason other than cause
or
upon his resignation from the Company 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 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 employment agreements 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 terminated by mutual written consent of the
parties.
In
general, each change of control severance agreement provides 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 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 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 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 XOMA Ltd.’s executive officers, are
set forth in a reference schedule following each form of agreement.
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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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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SIGNATURE
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:
July 12, 2006
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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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