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Delaware
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000-14879
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22-2322400
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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650
College Road East, CN 5308, Suite 3100, Princeton,
NJ
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08540
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(Address
of Principal Executive Offices)
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(Zip
Code)
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Appointment
of Principal Officers; Compensatory Arrangements of Certain
Officers.
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·
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Mr.
Lokay will receive an annual base salary of
$400,000;
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·
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Mr.
Lokay shall earn a annual bonus equal to up to 50% of Mr. Lokay’s annual
base salary, subject to achievement of certain performance goals
established by the Compensation Committee of the
Board;
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·
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Mr.
Lokay, in accordance with the Company’s 2006 Equity Compensation Plan (the
“Plan”), received a grant of (i) 350,877 restricted stock units (the
“RSU’s”) that will vest upon the successful completion of a performance
milestone established by the Compensation Committee of the Board
and will
expire upon the trigging of the performance milestone event in section
(ii); and (ii) 175,439 RSU’s that will vest upon the successful completion
of another performance milestone established by the Compensation
Committee
of the Board of Directors and will expire upon the trigging of the
performance milestone event in section (i);
and
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·
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Mr.
Lokay also received a grant of options, in accordance with the Plan,
to
purchase 500,000 shares of the Company’s common stock at an exercise price
of $0.57 (the closing price of the Company’s common stock, as listed on
the Nasdaq Global Market on November 13, 2007) and vesting at a rate
of
25% on each anniversary of the date of
grant.
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·
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If
a Change in Control (as defined in the Executive Retention Agreement)
or
Financing (as defined in the Executive Retention Agreement) occurs
prior
to June 1, 2008, the Executive shall be entitled to fifty percent
(50%) of
the Retention Bonus;
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·
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On
each of June 1, 2008 and December 31, 2008, those executive officers
employed by the Company shall be entitled to fifty percent (50%)
Retention
Bonus (defined as fifty percent (50%) of the executive’s current base
salary), less any amounts already paid under the Executive Retention
Agreements;
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·
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If
the executive’s employment with the Company is terminated by the Company
(other than for cause, disability or death), the Executive shall
be
entitled to (1) a cash payment to equal to (a) the Executive’s base salary
through the date of termination to the extent not previously paid
and (b)
accrued unpaid vacation pay; and (2) the Retention Bonus, less any
amounts
paid under the Executive Retention Agreement;
and
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·
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All
amounts under the Executive Retention Agreements shall be paid to
the
executive by the Board, at its sole discretion, in (1) cash; (2)
shares of
the Company’s common stock (the number of shares as set by the closing
price of the Company’s common stock as listed on the NASDAQ Global Market
on the triggering event’s date set forth above); or (3) a combination
thereof.
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CYTOGEN
CORPORATION
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By:
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/s/ Kevin
G. Lokay
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Kevin
G. Lokay
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President
and Chief Executive Officer
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