$MDVN Form 8-K/A

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797

Form 8-K/A for MEDIVATION, INC.


10-Mar-2016

Change in Directors or Principal Officers

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements with Certain Officers2015 Bonuses

On February 18, 2016, the Compensation Committee of the Board of Directors (the “Committee”) of Medivation, Inc. (the “Company”) approved cash bonuses for the following officers of the Company (the “Officers”) pursuant to the 2015 bonus program under the Company’s 2013 Cash Performance Incentive Plan (the “Incentive Plan”), in recognition of both the level of the Company’s achievement of its corporate goals for 2015 and each such Officer’s contributions towards the achievement of those goals. The cash bonuses awarded to the Officers are as follows:

                                                        2015 Cash
              Officer                                  Bonus Amount
              David Hung, M.D.                        $    1,204,100
              President and Chief Executive Officer
              Richard Bierly                          $      387,800
              Chief Financial Officer
              Mohammad Hirmand, M.D.                  $      224,000
              Interim Chief Medical Officer
              Joseph Lobacki                          $      382,000
              Chief Commercial Officer
              Andrew Powell1                          $      224,200
              General Counsel

1 Mr. Powell joined the Company on May 27, 2015 and accordingly his bonus reflects his service for 60% of 2015.

2016 Base Salaries

On February 18, 2016, the Committee approved new annual base salaries, effective
January 1, 2016, for the Officers in the following amounts:



            Officer                                 2016 Base Salary
            David Hung, M.D.                        $         910,000
            President and Chief Executive Officer
            Richard Bierly                          $         481,300
            Chief Financial Officer
            Mohammad Hirmand, M.D.                  $         416,900
            Interim Chief Medical Officer
            Joseph Lobacki                          $         467,200
            Chief Commercial Officer
            Andrew Powell                           $         466,200
            General Counsel


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2016 Bonus Plan

On February 18, 2016, the Committee approved the corporate goals applicable to the 2016 bonus program under the Incentive Plan (the “2016 Bonus Plan”). Depending on the Company’s achievement of the approved goals, participants in the 2016 Bonus Plan are eligible to receive cash bonuses for 2016 equal to up to 200% of their target bonuses as approved by the Committee. The three corporate goals for the 2016 Bonus Plan include U.S. net sales of XTANDI and two clinical development goals. The bonus targets for the Officers pursuant to the 2016 Bonus Plan are as follows:

                                            Bonus as a Percentage of Base Salary
Officer                                     Target                       Maximum
David Hung, M.D.                                    100 %                        200 %
President and Chief Executive Officer
Richard Bierly                                       60 %                        120 %
Chief Financial Officer
Mohammad Hirmand, M.D.                               40 %                         80 %
Interim Chief Medical Officer
Joseph Lobacki                                       60 %                        120 %
Chief Commercial Officer
Andrew Powell                                        60 %                        120 %
General Counsel

Equity Awards

On February 18, 2016, the Committee approved the grant of stock options,
restricted stock units ("RSUs") and performance share units ("PSUs") under the
Company's Amended and Restated 2004 Equity Incentive Award Plan (the "2004
Plan") to Officers. The number of shares of the Company's common stock
underlying the grants is set forth in the table below:



                                                       Number of Shares of Common Stock Underlying
                                                    Stock                                   PSUs
Officer                                            Options             RSUs          Target      Maximum
David Hung, M.D.                                      205,500            49,620       61,870       77,338
President and Chief Executive Officer
Richard Bierly                                         51,380            12,400       16,350       20,438
Chief Financial Officer
Mohammad Hirmand, M.D.                                 38,530             9,300       11,580       14,475
Interim Chief Medical Officer
Joseph Lobacki                                         38,530             9,300       13,190       16,488
Chief Commercial Officer
Andrew Powell                                          38,530             9,300       11,580       14,475
General Counsel

The grant date of the stock options, determined in accordance with the Company’s Equity Award Policy, will be February 29, 2016. One-fourth of the shares subject to the stock options will vest and become exercisable on the first anniversary of the grant date, and the remaining three-fourths of the shares will vest monthly over the three years thereafter, subject to continued service. The stock options will have an exercise price equal to the fair market value of the Company’s common stock on the grant date, as determined in accordance with the terms of the 2004 Plan.

The grant date of the RSUs was February 18, 2016. The RSUs will vest over three years with 1/3 of the shares vesting in three substantially equal installments on March 4, 2017, March 4, 2018, and March 4, 2019, subject to continued service.


The grant date of the PSUs was February 18, 2016. The PSUs vest upon achievement of certain revenue targets for the Company’s fiscal year 2017 and clinical development milestones.The description of the stock options contained herein is a summary of their material terms, does not purport to be complete and is qualified in its entirety by reference to the Stock Option Grant Notice and Stock Option Agreement for use in connection with the grant of the stock options, which were filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2015.

The description of the RSUs contained herein is a summary of their material terms, does not purport to be complete and is qualified in its entirety by reference to the Restricted Stock Unit Grant Notice and Agreement for use in connection with the grant of the restricted stock units, which was filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2016.

The description of the PSUs contained herein is a summary of their material terms, does not purport to be complete and is qualified in its entirety by reference to the Performance Share Unit Grant Notice and Agreement for use in connection with the grant of the performance share unit, which was filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2016.

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