SIRT SEC Filing - Emphasis on Change in Control

In an 8-k filing filed yesterday changes were made to the employment agreements of senior management. The most interesting aspect was related to a change in control:

"On January 2, 2008, upon a recommendation of the Compensation Committee of the Board of Directors, the Company entered into amended and restated employment agreements with Christoph Westphal, Garen Bohlin, Peter Elliott and Michael Jirousek, to make the payments and benefits payable to these executive officers in certain circumstances more consistent with each other and reflective of current market terms for similarly situated executives. The agreements provide that a certain percentage of the options and restricted stock held by each of these executive officers, other than Mr. Westphal, will vest upon a change in control (as defined in the agreements), and the remainder of the options and restricted stock will vest upon termination by the Company without cause (as defined in the agreements) or by the employee for good reason (as defined in the agreements) within a certain time period following the change in control. Mr. Westphal's employment agreement was amended to provide that all of Mr. Westphal's unvested options, in addition to his restricted stock, will fully vest upon a change in control. Additionally, if any of Messrs. Westphal, Bohlin, Elliott or Jirousek is terminated during a specified period following a change in control without cause or for good reason, each officer, other than Mr. Westphal, will each receive a lump sum payment equal to 12 months base salary. Mr. Westphal will receive a lump sum payment equal to 18 months of base salary. Each executive officer will also receive a pro-rata portion of the target bonus he would have received for the year in which the termination occurs."

Those who have closely followed SIRT and this blog are aware that big Pharma has been keenly interested in the progress Sirtris has made on Sirtuin research. These amendments to management compensation agreements appear to be a tacit acknowledgement that at as SIRT progresses as the leader in sirtuin research, it will further position itself as an attractive acquisition target.

Do your own DD.