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): April 28, 2010
Emergent
BioSolutions Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33137
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14-1902018
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2273
Research Boulevard, Suite 400, Rockville, Maryland
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20850
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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: (301) 795-1800
Not
applicable
(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 (see General Instruction A.2. below):
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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April
28, 2010, Emergent BioSolutions Inc. (the “Company”) entered into a severance
agreement (the “Severance Agreement”) with Denise Esposito, the Company’s former
Senior Vice President, Legal Affairs and General Counsel. Ms. Esposito’s
employment with the Company terminated on March 12, 2010.
Under the
Severance Agreement, Ms. Esposito will receive the severance payments and other
benefits to which she is entitled under the provisions of the Company’s
Severance Plan and Termination Protection Program (the “SPTPP”), which is
described in more detail in the Company’s definitive proxy statement for its
2010 annual meeting of stockholders, as filed with the Securities and Exchange
Commission on April 9, 2010. Accordingly, the Company has agreed to
pay Ms. Esposito the following:
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·
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$315,016,
representing 12 months of her annual base
salary;
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·
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$27,572,
representing a pro rata portion of her 2010 target bonus;
and
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·
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$8,362,
in lieu of the Company’s 401(k) matching
contributions.
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One-half
of these amounts will be paid on September 13, 2010, with the remaining amounts
being paid in six equal monthly installments beginning October 13,
2010.
In
addition, Ms. Esposito is entitled to:
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·
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extended
health benefits for her and her eligible dependents for 12 months after
her termination of employment; and
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·
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reimbursement
of the premiums for her current level of life insurance coverage for 12
months after her termination of
employment.
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Ms.
Esposito also received $109,634, representing her bonus for 2009, and payment of
all earned but unpaid salary and accrued but unused paid time off earned through
the termination of her employment.
Also on
April 28, 2010, the Company entered into a consulting agreement (the “Consulting
Agreement”) with Ms. Esposito, for consulting and litigation support services in
connection with the Company’s ongoing litigation with Protein Sciences
Corporation. Under the terms of the Consulting Agreement, Ms. Esposito will
receive a retainer fee of $6,500, an hourly fee for any services she provides
and reimbursement of her out-of-pocket expenses. The Consulting
Agreement has a term of 12 months, subject to early termination or extension of
the Consulting Agreement in specified instances.
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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Date: April
30, 2010
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EMERGENT
BIOSOLUTIONS INC.
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By:
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/s/Jay G. Reilly
Jay G. Reilly
Acting
General Counsel
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