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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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2004
Plan is amended to increase the maximum number of shares of common
stock
for which awards may be granted to any participant per calendar
year from
50,000 shares to 400,000 shares;
and
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·
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2006
Plan is amended to (a) clarify that restricted stock units are
included in
the definition of Grants under the 2006 Plan; and (b) increase
the maximum
number of shares of common stock for which awards may be granted
to any
participant per calendar year from 300,000 shares to 650,000
shares.
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·
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Mr.
Lokay, in accordance with the Company’s 2006 Plan, as amended, 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 grants of options as follows: (a) options to
purchase
400,000 shares of the Company’s common stock, in accordance with the 2004
Plan, as amended, at an exercise price equal to the higher of the
of
closing price of the Company’s common stock, as listed on the Nasdaq
Global Market on December 18, 2007 and $0.57 (the closing price
of the
Company’s common stock, as listed on the Nasdaq Global Market on November
13, 2007, the original date of grant) and vesting at a rate of
25% on each
anniversary of the date of grant; and (b) options to purchase 100,000
shares of the Company’s common stock, in accordance with the 2006 Plan, as
amended, at an exercise price equal to the higher of the of closing
price
of the Company’s common stock, as listed on the Nasdaq Global Market on
December 18, 2007 and $0.57 (the closing price of the Company’s common
stock, as listed on the Nasdaq Global Market on November 13, 2007,
the
original date of grant) and vesting at a rate of 25% on each anniversary
of the date of grant. The closing price on December 18, 2007
was $0.52, and therefore, the exercise price for all of the options
remained at $0.57.
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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 shall be entitled to twelve (12) months of severance in the
event he
is terminated without cause;
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·
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Mr.
Lokay shall be entitled to payment of up to $75,000 of relocation
expenses; and
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·
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Mr.
Lokay shall be entitled to five (5) weeks of paid
vacation.
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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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