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ACT employees,
7 full time employees added in last 2 months. 6 went into bus & admin. and 1 went into R&D.
Employees
As of February 8, 2011, we had 21 full-time employees, of whom 6 hold Ph.D. or M.D. degrees. Twelve employees are directly involved in research and development activities and 9 are engaged in business development and administration. We also use the services of numerous outside consultants in business and scientific matters. We believe that we have good relations with our employees and consultants.
Employees
"As of December 1, 2010, we had 14 full-time employees, of whom 6 hold Ph.D. or M.D. degrees. Eleven employees are directly involved in research and development activities and 3 are engaged in business development and administration. We also use the services of numerous outside consultants in business and scientific matters."
Andrew,
welcome to the board. ACT has many promising events unfolding but like most is a speculative play. This board and the ACT website have a load of info for you to review so you can decide what to do investing wise. If you have questions feel free to ask as most here will try and help.
http://www.advancedcell.com/
louisa,
the S-1 we knew was coming since the announcement of Socius financing at year end. They try and get this done within 60 days of contract. I was expecting the S-1 last week or any day this week so it's simply a case of when it was done they filed with the SEC.
Rabin,
Interim pay?
$480,000 Base salary
$40,000 Cash signing bonus
$144,000 guaranteed performance bonus (up to $720,000 decided by compensation committee which he is on)
5 million shares of stock with 1 yr.restriction? new ceo start date?
5 million stock options exercisable at .14
Salary, bonus and performance for 2011 anywhere from $664,000 to $1,240,000 +5MM shares at todays .18 is another $900K
The smell of a Proxy is in the air..eom
More from S-1,
We have developed and maintain a broad intellectual property (IP) portfolio, with ownership or exclusive licensing of over 28 issued patents and over 170 patent applications in the field of regenerative medicine and related areas.
Employees
As of February 8, 2011, we had 21 full-time employees, of whom 6 hold Ph.D. or M.D. degrees. Twelve employees are directly involved in research and development activities and 9 are engaged in business development and administration. We also use the services of numerous outside consultants in business and scientific matters. We believe that we have good relations with our employees and consultants.
Aronson Lawsuit:
The Plaintiffs withdrew their case the day before the trial date. On April 2, 2010, the Company filed a Memorandum of Costs to recover attorney fees relating to the litigation. On April 15, 2010 the Company filed a Motion for Attorney’s Fees as the prevailing party in this litigation, which was denied on June 18, 2010. On August 9, 2010, we filed a Notice of Appeal from the Order on Motion for Attorney Fees. On November 22, 2010, the Company filed its opening brief in the 1st Appellate District of the California Court of Appeal.
As of February 8, 2011, there were approximately 236 shareholders of record of our common stock.
Caldwell Compensation for 2010..$8,861,921
On December 14, 2010, the Company entered into an employment agreement with Gary Rabin, Chief Executive Officer, Chief Financial Officer, and Chairman of the Board. Pursuant to the Employment Agreement, the parties agreed as follows:
· Mr. Rabin’s employment is on at “at will” basis. The Company shall pay Executive an annua1 salary at the rate of
four hundred eighty thousand ($480,000) per year.
· Within ten (10) days following the execution of the Agreement, but not prior to January 3, 2011, Mr. Rabin received signing bonus of $40,000.
· The Company shall pay Mr. Rabin a performance bonus. The target amount of the performance bonus shall be $480,000 (i.e., 100% of Base Salary) per year. However, the performance bonus shall be no less than $144,000 (i.e., 30% of Base Salary) per year and no more than $720,000 (i.e., 150% of Base Salary) per year. The actual amount of the performance bonus shall be determined by the Compensation Committee of the Board during each calendar year quarter based on the performance of the Company and Mr. Rabin, with reference to the performance goals and/or metrics established by the Compensation Committee in consultation with Mr. Rabin with respect to such performance bonus period.
· On January 3, 2011, the Company granted Mr. Rabin Five Million (5,000,000) shares of restricted common stock of the Company.
· On December 29, 2010, the Company issued Mr. Rabin a non-qualified option to purchase Five Million (5,000,000) shares of common stock of the Company with an exercise price of $0.14.
· If Mr. Rabin’s employment under the Employment Agreement were to be terminated by the Company without cause, the Company will be pay Mr. Rabin severance of one year’s base salary and any unpaid performance bonus pro-rated to the termination date.
The following table sets forth information regarding beneficial ownership of our capital stock as of February 8, 2011 by:
Directors and Executive Officers as a Group ( 5 Persons) 171,487,280 shares 10.65% %
S-1 filed, some notables
(1) Based upon the total number of issued and outstanding shares as of February 8, 2011. 1,449,161,997
Socius:
(4) Represents shares of common stock issuable to Socius that includes (i) 30,000,000 shares of the Company’s common stock issuable upon exercise of the Socius Warrant, (ii) 156,250,000 shares of the Company’s common stock issuable as Additional Investment Shares, (iii) 5,000,000 shares of the Company’s common stock issuable upon exercise of the Initial Warrant, (iv) 25,000,000 Initial Investment Shares, and (v) 7,812,500 shares of the Company’s common stock issuable upon payment of the Commitment Fee.
Rabin Employment Agreeement
Base Salary: 480K
(a) Within ten (10) days following the execution of this Agreement by the Company and Executive, but in no event prior to January 3, 2011, Company will pay to Executive a one-time fully earned cash signing bonus of $40,000. For the avoidance of doubt, the signing bonus shall not be refundable or creditable against any other amounts owed by the Company to Executive hereunder.
(b) The Company shall pay Executive a performance bonus (the "Performance Bonus") in accordance with the terms of this Section 4(b). The target amount of the Performance Bonus shall be $480,000 (i.e., 100% of Base Salary) per year. However, the Performance Bonus shall be no less than $144,000 (i.e., 30% of Base Salary) per year (the "Guaranteed Minimum Bonus") and no more than $720,000 (i.e., 150% of Base Salary) per year.
http://www.sec.gov/Archives/edgar/data/1140098/000101376211000371/ex10153.htm
Cash Flow ?,
Cash flow is always divided into 3 sections.
1)cash flows from operations
As of the 9 month 10Q ACT's revenues were down from prior year due to license terminations. Settlement losses will be high again due to lawsuits and old debts being paid via "fairness hearings". R&D expense will be much higher due to approx. $3MM charge added on for Lanzas 30MM gifted shares. General & Administrative is up huge due to $10MM charge for approx.106MM gifted shares to Caldwell and BOD's. Nothing will be close to positive in this section.
2)cash flows from investing activities
most likely negative again
3)cash flows from financing activities
This will be positive because we issued a boat load of shares to have monies in the bank at year end.(financing)
Ben,
You asked if ACT ever recouped their attorney fees from the Aronson lawsuit. No, they did not. ACT filed a motion to recoup $627k they incurred over many years. The Judge denied that motion based on the fact that no judgement in the case was rendered as Aronson backed out one day before jury trial. ACT appealed that ruling back in SEPT of 2010 but it has went nowhere, at least as of today.
The audited annual 10K is next, not a 10Q. Date for the 10K is
Due: Wednesday, March 16, 2011
1st qtr 10Q:
Due: Monday, May 09, 2011
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=59082235
I always use the AUDITED figures when it comes to patents where verification is needed. But, ACT does provide several different sets of numbers on their own website so you can choose..lol Adding the 3 patents to "own" column from the past year must be to much to ask?
(1-03-2011)AUDITED(from last 10K)
We currently own or have exclusive licenses to over 45 patents and have over 170 patent applications pending worldwide in the field of regenerative medicine and stem cell therapy
http://www.sec.gov/Archives/edgar/data/1140098/000101376210003154/form424b3.htm
ACT owns or licenses more than 150 patents and patent applications related to stem cell therapy and regenerative medicine.
http://www.advancedcell.com/news-and-media/act-corporate-overview/
Our research and development is supported by a broad intellectual property portfolio. We currently own or have exclusive licenses to over 30 patents and 380 patent applications pending worldwide in the field of regenerative medicine and stem cell therapy.
http://www.advancedcell.com/our-technology/intellectual-property/
I hear you rumit, yes the 14th is when they are suppose to report by(45 days from year end). Not real sure how close they abide by that.
I am not disappointed mostly because I did not expect anything of significance. 10% IO would be great but as you know that would be 140MM shares so it will take a really large fish to grab the other 139.4MM..lol anyway, my thoughts in link below hold true today and I hope some day institutions eat us up like those I listed.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=58314841
A total of about 500K shares added since reporting began. New blood but they are taking very small positions. Better than nothing but not by much.
http://www.nasdaq.com/asp/holdings.asp?symbol=ACTC&selected=ACTC&FormType=Institutional
mail ?,
"rock, all the shares given to management, where do they come from? Do they have an unlimited supply and we have no say?"..
Shareholders did have a say, we approved an additional 100MM shares for the 2005 Stock Plan. Note in the Form 4's filed by insiders that options and grants came from this PLAN. That 145MM number is getting down to bare bones. With "new blood" coming to ACT it seems very very likely they will ask for more to get this figure substantially higher so they can issue grants and options. If they use the same logic below(bolded) to increase the Stock Plan that would translate into about 280MM shares which will not work under current structure unless the AS# is increased or other measures are taken.
(Proxy)1.To consider and act upon a proposal to approve an amendment to the Company's 2005 Stock Incentive Plan (the "2005 Stock Plan") to increase the number of shares issuable thereunder to a total of 145,837,250 shares; and
http://www.sec.gov/Archives/edgar/data/1140098/000114420409040542/v156226_prer14a.htm
As described above, we are seeking stockholder approval of the amendment to increase the number of shares issuable pursuant to the 2005 Stock Plan by 100,000,000 shares. In determining the amount of the increase contemplated by the proposed amendment to the 2005 Stock Plan, the Board has taken into consideration the fact that, as of July 15, 2009, there were approximately 750,000,000 shares of our Common Stock outstanding on a fully-diluted basis, and the Board believes that this fully-diluted number, rather than the number of outstanding shares of the Company, is the relevant number in determining the appropriate number of shares available under the 2005 Stock Plan. Assuming the approval of this increase, the total number of shares of our Common Stock available for issuance under the 2005 Stock Plan will be 145,837,250, which represents approximately17.5%) of our Common Stock as calculated on a fully-diluted basis. In addition, pursuant to the Consent, Waiver, Amendment and Exchange Agreement, dated as of July 29, 2009, among the Company and each of the holders identified on the signature pages thereof (discussed under Proposal No. 2 below), the Company agreed to seek shareholder approval for an amendment to the 2005 Stock Plan to increase the number of shares available for issuance under the 2005 Stock Plan by 100,000,000 shares.
bball,
thanks. I cannot get PP to work but found some of the info at link below on slide #2..so thanks, interesting.
http://www.liebertonline.com/doi/pdfplus/10.1089/hum.2011.1010
bball,
OK, couldn't get powepoint to work but below all applies to the IRB Review and clinical trials themselves with regards to children...not IND process...I only brought the subject up as a possible reason for delay of which there are many..thanks bball
Public Workshop on Cell and Gene Therapy Clinical Trials in Pediatric Populations
November 2, 20108:00 AM-5:30 PM
Workshop Goals and Objectives
The FDA will convene a one-day workshop to facilitate an exchange of information about best practices in conducting cell and gene therapy clinical trials in pediatric populations. Cellular and gene therapies are the subject of great interest as novel products that potentially may improve the lives of patients by restoring lost function and modifying the nature and course of diseases. However, these therapies are not without risks: indeed, the novelty of these products contributes to their real and potential risks. Conducting clinical trials with novel products in pediatric patients requires special scrutiny to ensure that the rights of subjects are protected and that potential risks and benefits are appropriately balanced.
The purpose of the workshop is to gather information from Institutional Review Boards (IRBs), gene and cellular therapy clinical researchers, and other stakeholders regarding best practices related to cell and gene therapy clinical trials in pediatric populations, as well as challenges and considerations in the review of these clinical trials.
The workshop will include presentations on cell and gene therapy clinical trials in pediatric populations. The workshop will include panel discussions regarding best practices related to cell and gene therapy clinical trials in pediatric populations including those related to: (1) evaluating these novel therapeutic products prior to initiating pediatric clinical studies; (2) identifying and minimizing risks associated with the administration of cell and gene therapy products in pediatric populations; (3) obtaining informed consent and assent; and (4) conducting continuing review, of cell and gene therapy products in pediatric populations. The workshop also will include panel discussions addressing the challenges and considerations in the review of cell and gene therapy clinical trials in pediatric populations and the role of institutional review boards.
bball,
Pediatric IND? Does it exist?
ACT would have filed a treatment IND for commercial use. The IND was deemed safe to proceed to trial for "human" subjects. In addition to FDA guidelines for IRB Review they ask that more precautions are taken with "children" subjects. So it is the IRB staff at each clinical site that must abide by the xtra safeguards, not the IND approval from FDA..jmo
____________________________________________________________________
There are three IND types:
An Investigator IND is submitted by a physician who both initiates and conducts an investigation, and under whose immediate direction the investigational drug is administered or dispensed. A physician might submit a research IND to propose studying an unapproved drug, or an approved product for a new indication or in a new patient population.
Emergency Use IND2 allows the FDA to authorize use of an experimental drug in an emergency situation that does not allow time for submission of an IND in accordance with 21CFR , Sec. 312.233 or Sec. 312.34.4 It is also used for patients who do not meet the criteria of an existing study protocol, or if an approved study protocol does not exist.
Treatment IND is submitted for experimental drugs showing promise in clinical testing for serious or immediately life-threatening conditions while the final clinical work is conducted and the FDA review takes place.
There are two IND categories:
Commercial
Research (non-commercial)
http://www.fda.gov/drugs/developmentapprovalprocess/howdrugsaredevelopedandapproved/approvalapplications/investigationalnewdrugindapplication/default.htm
Whoever asked about the SMD children protocol I posted about yesterday, here is the info.
Subpart D--Additional Safeguards for Children in Clinical Investigations
http://www.accessdata.fda.gov/scripts/cdrh/cfdocs/cfcfr/CFRSearch.cfm?CFRPart=50&showFR=1&subpartNode=21:1.0.1.1.19.4
fwiw stats,
January-2011
Total Share Volume 486,703,185
December-2010
Total Share Volume 1,221,572,570
MM AUTO remains #1 with 33% of January volume
http://www.otcbb.com/asp/tradeact_mv.asp?SearchBy=issue&Issue=ACTC&SortBy=volume&Month=1-1-2011&IMAGE1.x=13&IMAGE1.y=4
From approx. Dec 6-Jan6 ACT added 261MM shares to the float(another 105MM went from restricted to the float also)
Advanced Cell Technology To Present at the 13th Annual BIO CEO & Investor Conference
Advanced Cell Tech (OTCBB:ACTC)
Intraday Stock Chart
Today : Friday 11 February 2011Advanced Cell Technology, Inc. (“ACT”; OTCBB: ACTC), a leader in the field of regenerative medicine, announced today that Gary Rabin, interim Chairman and CEO, will present at the 2011 BIO CEO & Investor Conference on Tuesday, February 15, at 2:00PM Eastern time, at the Waldorf-Astoria Hotel in New York City.
Following Mr. Rabin’s presentation, a copy will be posted to the ACT site at http://www.advancedcell.com.
rumit,
here is some midnight reading if you and others have yet to view.
This one is from 2008 but clearly spells out major distinctions and challenges from early macular degeneration like SMD verses older patients with dry AMD via RPE adhering and performing on more hardened Bruch membrane..at least I found it interesting and I know you are aware of some of the issues. http://www.advancedcell.com/documents/0000/0244/RPE_Derived_from_ESCs_chapter49.pdf
From 2010 Biotech in a blink
http://www.advancedcell.com/documents/0000/0240/Nature_Biotech_retina_story_April_2010.pdf
north,
point well taken as I should have started that statement with the word MOST...you can also find some IRB's that are done in weeks but in both cases neither are the norm from what I have found when searching the IRB times at many different institutions. Caldwell said the following prior to IND filing, "Typically, that process takes 60-90 days depending on the institution’s internal protocol approval requirements". I have found that to be more of the normal average in MOST cases. The fact the SMD occurs in juveniles and children may be used in trials sets off another level of protocol also. The fact that ACT stated on their website IRB approved protocol, begin in first quarter and a January 3 PR stating data would be on clinicaltrials.gov "shortly" tells me they were pretty confident in moving forward at that time and something happened that changed all that....thanks
Again, all based on info from Dan, who while closer to the situation than us, has not always been on the leading edge of knowledge about the company.
Amen to that.
ACT has known the trial story for over a month imo, we just need to hear it.
I was told the exact same thing when Myoblast Phase 2 was about to take place 3 years ago....must have over thinked it..lol
Ridda,
With regards to ACT holding off for that long so they can run trials in parallel doesn't make any logical sense to me and I can think of no major benefit in doing so, jmo. ACT has said the following many times:
The SMD was chosen to be first in trial because:
(stated by ACT)
a)Highest likelihood of seeing signal in Phase I
b)Significance of Market Exclusivity: Barrier to Entry
c)The only practical choice for first clinical trial involving
RPE cells for macular degeneration.
Also, it would be a different line of thinking for me if the SMD IRB protocol was approved but it is not and sounds like it may be a while.
Non-dilutive funding? Ridda, they have plenty of cash to move forward with SMD and if non-dilutive funding comes in later then apply it but I can't imagine ACT holding back on starting for that reason especially when you are talking about many months on delay.
I have no doubt a reason exists for the delay but I don't see either of those issues being the cause.jmo
You still need data on clinicaltrials.gov before anything, whether enrolling or not. IRB has not even approved sites yet.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=58698628
Thank you for the post Louisa. It seemed somewhat obvious with time lines being shifted back and nothing appearing on clinical trials.gov a DELAY was in progress. It doesn't surprise me we had to hear it via a paid mouthpiece for ACT instead of ACT themselves. Good news has always been reported to the max and anything else we have to dig for. Nothing has changed in that regard. This is a significant amount of time before anything is projected to take place. I guess I am wondering the reason WHY? IRB approvals don't take 6-7 months so I am not sure what the real reason is. Maybe at some point ACT will update?..until then..maybe that is why ACT shows Myoblast Phase 2 timeline as starting in 1st qtr...?
rumit,
Edmund Mickunas will be working with the clinic sites and investigators according to recent video and it makes sense, at least to me. Your prior points in previous post are all good ones and well taken but doesn't alleviate my question WHY if IRB was not approved would you ever make the following statement in a Jan 3 PR? And now Myoblast timeline is quarter 1? Dates are all over the place and it might be better to not use them at all, I don't..
"Specific inclusion and exclusion requirements and Investigator contact information will be posted shortly at clinicaltrials.gov. Patients and their caregivers should refer to this source rather than contacting ACT or its representatives."
Some more to ponder,
Executive summary stated IRB done on DEC 6 but others at later times say different.
The Executive Summary you posted came out here on DEC 6,2010http://www.thechairmansblog.com/william-caldwell/2010-12-the-chairman’s-blog-post-a-big-“thank-you”-to-our-note-holders.html
DEC 6 Blog
In the coming weeks we will be finalizing our clinical sites for our Stargardt Phase I/II Clinical Trial, working with their respective Institutional Review Boards (IRBs) to gain approval for commencing patient selection and completing the final testing of our clinical grade cells to be used for the Trial.
DEC 9 article
So, I can’t speak for others, but for us; our patented differentiation processes are such that our cells are terminally and totally differentiated into the cell type that we’re dealing with. Once we do that, then we’ll move quickly into efficacy and that tells us, of course, “does it work?” And that’s why we’re starting out with multiple sites. Right now, I’m in the process of finalizing those sites and developing a relationship with the primary investigator- the surgeon at each of the sites. I’m working with the internal review boards to gain approval on the protocols on any specific issues that they may have relative to their particular situation and then we will initiate those trials when all of that is completed.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=57868481&txt2find=investigators
rumit,
If IRB was approved data could be submitted to clinical trials.gov...it is not.
1st qtr 2011? depending on where you look it now shows first half of 2011 and on Jan 6 they just show 2011..Take your pick? That was my point here last night.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=59738828
Darmok,
I'm having difficulty finding anything related to ACT on the Clinicaltrials.gov site. Can someone give me the links to our RPE trials? Thanks.
There is no info at clinicaltrials.gov, that was the point of our conversation(or at least I thought). That was also the crux of my post you responded about. No trials have been started.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=59738828
Darmok,
as always, anything is possible but that doesn't really make sense to me. The FDA has cleared the IND to move forward. While it is possible the IRB at a site or sites is in need of more info or something of that nature, I can't see the FDA causing the delay at this stage ,that describes a clinical hold prior to starting trial.
harlem,
Well, I too would like an indication of some kind as to where the SMD trial/AMD trial stand. After the FDA cleared the way the next step prior to initiating the trial is IRB approval of protocol etc. Once that is done data can be forwarded to clinicaltrials.gov and you are on the way. That has not happened yet and the end of next week will be 3 months since SMD was approved. So my question is, has ACT received IRB approval and have chose not to start trials for some reason? Or, IRB has not issued approval? If not, why not? On January 3 when ACT announced their second IND was approved(AMD) they included the following at the end of PR..that was 37 days ago so "shortly" was either a poorly chosen word or something has changed.
"Specific inclusion and exclusion requirements and Investigator contact information will be posted shortly at clinicaltrials.gov. Patients and their caregivers should refer to this source rather than contacting ACT or its representatives."
IMO, I see the trial(SMD&AMD) time lines being pushed to later than ACT originally thought and Myoblast Phase 2 being moved up to possibly first quarter. So I wouldn't mind an update/direction either harlem..
Paul,
Geron’s and Advanced Cell Technology (ACT)’s FDA-approved trials presumably continue. As expected, no news yet. It’s too soon.
Does the above imply you think the ACT trials have started?...thanks
fwiw,
February 14-15 2011
The following is a beginning list of companies that will be presenting at this year's BIO CEO & Investor Conference in New York City. All presenting company webcasts and presentation time slots will be available by this page as the event approaches.
http://www.bio.org/bioceo/2011presenters/
Advanced Cell Technology
Tuesday, 2/15 2:00 pm
2011 Participating Investors
http://www.bio.org/bioceo/investors/
I guess I am looking at it different than you are. For the (3) years 2007, 2008 and 2009, Caldwell received total compensation of $1.6MM. He too held the COB, CEO and Principal Financial officer positions. Interim Rabin may well be positioned to sell in 30 days (employment agreement will dictate that). Based on .20pps his $5MM shares is about $1MM, doing a brokered cashless exercise on options nets him another $300K(buy @.14 and sell @.20...06 x 5MM shares). So it is possible for him to get $1.3MM for approx. 3 months work and Caldwell took almost 3 years to receive that amount of compensation.
Rabin was also gifted 5MM shares last year for being a BOD, almost another million dollars at todays pps.
no employment agreement disclosed as of yet. He got a 5MM share bonus as a BOD last year worth approx. $1MM today and for two months as CEO has 10MM shares worth about $2MM at todays pps say nothing about the employment agreement. I'd say he has done very well. I wouldn't be surprised if he is lobbying to keep this lucrative position?:)
He secured a $25MM+ LOC with amicable terms.
Caldwell had the class C shares sent to Delaware the day before his death. The deal was consumated with Caldwell not Rabin.
He added 2 highly experienced employees that bring a lot of value to the company.
Price was a buddy of Rabins in other ventures and Caldwell brought Vincent aboard.
jon, the 105MM shares awarded to Caldwell and the BOD's last year were restricted which means they were part of the OS# when issued. Recently, all 105MM became free trading so they are now part of the float.
harlem,
Looks like meeting was yesterday
http://www.cirm.ca.gov/Agenda_02-07-11
(funding schedule at bottom of link)
http://www.cirm.ca.gov/RFA_10-03
Form 4 filed...Rabin
5 million share stock grant
1. Represents a restricted stock grant. The shares vest at the earlier of (1) January 1, 2012 (provided Mr. Rabin is employed by the issuer on such date), (2) the New CEO Start Date (as defined in Mr. Rabin's employment agreement), (3) the occurrence of a Change of Control (as defined in the issuer's 2005 Stock Option Plan), (4) the termination of Mr. Rabin's employment agreement by the issuer without Cause (as defined in Mr. Rabin's employment agreement), or (5) the termination of Mr. Rabin's employment agreement by Mr. Rabin for Good Reason (as defined in Mr. Rabin's employment agreement).
5 million stock options at 14 cents
2. Represents an incentive stock option. The options vest at the earlier to occur of (1) January 1, 2012 (provided Mr. Rabin is employed by the issuer on such date), (2) the New CEO Start Date (as defined in Mr. Rabin's employment agreement), (3) the occurrence of a Change of Control (as defined in the issuer's 2005 Stock Option Plan), (4) the termination of Mr. Rabin's employment agreement by the issuer without Cause (as defined in Mr. Rabin's employment agreement), or (5) the termination of Mr. Rabin's employment agreement by Mr. Rabin for Good Reason (as defined in Mr. Rabin's employment agreement).
http://www.sec.gov/Archives/edgar/data/1140098/000101376211000270/xslF345X03/primary_doc.xml