Exhibit 10.32
COMPENSATORY ARRANGEMENTS OF EXECUTIVE OFFICERS
On December 8, 2005, the Compensation Committee (the "Committee") of the
Board of Directors of OSI Pharmaceuticals, Inc. ("OSI" or the "Company")
approved the 2006 annual base salaries and 2005 cash bonuses for OSI's executive
officers including the Company's named executive officers (as that term is
defined in Item 402 of Regulation S-K) as set forth in OSI's proxy statement
dated February 2, 2005. The following table sets forth the annual base salary
levels of such officers for 2006 as compared to 2005 as well as the 2005 cash
bonuses for each such officer:
2006 BASE
NAME AND POSITION SALARY 2005 BONUS
- ----------------- --------- ----------
Colin Goddard, Ph.D. $600,000 --
Chief Executive Officer (1)
Michael G. Atieh $410,000 $250,000
Executive Vice President, Chief Financial Officer
and Treasurer (2)
Gabriel Leung $400,000 $160,000
Executive Vice President and President, (OSI) Oncology
David Guyer, M.D. $525,000 n/a
Executive Vice President and CEO, (OSI) Eyetech (3)
Anker Lundemose, M.D., Ph.D., D.Sc. L195,000 L 75,000
Executive Vice President and President, (OSI) Prosidion
Robert Simon $347,998 $100,000
Executive Vice President, Pharmaceutical Development
and Technical Operations
Barbara A. Wood $320,000 $100,000
Vice President, General Counsel and Secretary
Neil Gibson, Ph.D. $292,000 $ 90,000
Chief Scientific Officer (4)
(1) Given the performance of the Company's stock in 2005, the Committee
concurred with Dr. Goddard's recommendation that he not receive a 2006
bonus or merit increase to his base salary.
(2) Mr. Atieh commenced employment as Executive Vice President, Chief Financial
Officer and Treasurer on May 31, 2005. Mr. Atieh's bonus for 2005 was
guaranteed as part of his employment contract signed in June, 2005.
(3) Dr. Guyer became an employee of the Company on November 14, 2005 upon the
consummation of the acquisition of Eyetech Pharmaceuticals, Inc. As per
contract, the determination of 2005 bonuses for former Eyetech employees
will be made by the Committee in February 2006.
(4) Dr. Gibson assumed the role of Chief Scientific Officer on September 20,
2005.
Bonuses
The 2005 bonus awards were computed in accordance with the Committee's
policy of awarding annual bonuses for executive officers, as previously
disclosed, and are consistent with past practice. For purposes of compensation
decisions for 2005, the Committee measured the Company's performance and that of
each executive officer in fiscal year 2005 against goals established by the
executive officers and ratified by the Committee under the Company's Annual
Business Plan prior to the start of the fiscal year. The Company's bonus plan
awards executives for performance as individuals against personal goals and for
achievement of company goals.
Bonus awards for executives are discretionary but generally follow guidelines
that recognize both corporate and personal goal attainment. In general, where an
individual or corporate bonus is awarded the award ranges between 80 and 150% of
the individual's target. For 2005, the Company performance component was set at
80%.
The bonus targets for the executive officers are either set in accordance
with their employment agreements or are based upon their respective grade
levels. The current bonus targets (which represents a percentage of base salary)
for the executive officers are:
NAME TARGET
- ---- ------
Colin Goddard, Ph.D. *
Michael G. Atieh 50%
Gabriel Leung 50%
David Guyer, M.D. 50%
Anker Lundemose, M.D., Ph.D., D.Sc. 50%
Robert Simon 40%
Barbara Wood 40%
Neil Gibson 40%
* No specified target; determined by the Committee in its discretion.
Stock Option Grants
Executive officers are eligible for awards of stock options or shares of
stock pursuant to the Company's Amended and Restated Stock Incentive Plan. Such
awards are made at the discretion of the Committee.
Annual stock option grants for executive officers are a key element of the
executive officer's total compensation. As for all Company employees, the stock
option grants made annually to the executive officers are made in accordance
with the Company's formula-based policy for granting options. According to the
formula, each grade level is assigned a grant multiple. The number of options
granted to an executive officer is determined by multiplying the executive
officer's salary by the grant multiple and then dividing the product by a stock
price which is determined by the CEO and ratified by the Committee and is
typically a 3-6 month trailing average.
Perquisites
The only perquisite granted to executive officers which is not available to
other employees relates to the use of automobiles and is in the form of either
the payment of a car lease or, in lieu thereof, a monthly cash payment.
Currently, Mr. Atieh is the only executive officer who does not receive the
perquisites.
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