Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 892K
2: EX-10.11 Officer Stock Option Agreement HTML 42K
3: EX-10.12 Officer Restricted Stock Unit Agreement HTML 40K
4: EX-10.13 Stock Option Notice to Directors HTML 35K
5: EX-10.26 Loan and Security Agreement HTML 678K
6: EX-23.1 Consent of Ernst & Young LLP HTML 23K
7: EX-31.1 Certification of Principal Executive Officer HTML 29K
8: EX-31.2 Certification of Principal Financial Officer HTML 29K
9: EX-32.1 Certification of Principal Executive and Principal HTML 24K
Financial Officers
16: R1 Document and Entity Information Document HTML 49K
17: R2 Consolidated Balance Sheets HTML 111K
18: R3 Balance Sheet Parentheticals HTML 45K
19: R4 Consolidated Statements of Comprehensive Loss HTML 79K
20: R5 Statements of Comprehensive Loss Parentheticals HTML 24K
(Parentheticals)
21: R6 Consolidated Statements of Stockholders' Equity HTML 76K
22: R7 Consolidated Statements of Cash Flows HTML 112K
23: R8 Organization and Operations HTML 26K
24: R9 Summary of Significant Accounting Policies HTML 97K
25: R10 Recent Accounting Pronouncements HTML 41K
26: R11 Cash and Cash Equivalents and Investments HTML 72K
27: R12 Fair Value Measurements HTML 84K
28: R13 Property and Equipment HTML 47K
29: R14 Income Taxes HTML 58K
30: R15 Goodwill HTML 29K
31: R16 Debt Obligations HTML 49K
32: R17 Arrangements with Symphony Icon, Inc. HTML 36K
33: R18 Commitments and Contingencies HTML 34K
34: R19 Other Capital Stock Agreements HTML 25K
35: R20 Equity Incentive Awards HTML 87K
36: R21 Benefit Plan HTML 25K
37: R22 Collaboration and License Agreements HTML 61K
38: R23 Selected Quarterly Financial Data HTML 107K
39: R24 Summary of Significant Accounting Policies HTML 109K
(Policies)
40: R25 Summary of Significant Accounting Policies HTML 53K
(Tables)
41: R26 Cash and Cash Equivalents and Investments (Tables) HTML 69K
42: R27 Fair Value Measurements (Tables) HTML 79K
43: R28 Property and Equipment (Tables) HTML 47K
44: R29 Income Taxes (Tables) HTML 45K
45: R30 Debt Obligations Debt Obligations (Tables) HTML 32K
46: R31 Commitments and Contingencies (Tables) HTML 30K
47: R32 Equity Incentive Awards (Tables) HTML 73K
48: R33 Selected Quarterly Financial Data (Tables) HTML 107K
49: R34 Summary of Significant Accounting Policies HTML 29K
Inventory (Details)
50: R35 Summary of Significant Accounting Policies HTML 26K
Concentration of Credit Risk (Details)
51: R36 Summary of Significant Accounting Policies Segment HTML 25K
Information and Signficant Customers (Details)
52: R37 Summary of Significant Accounting Policies HTML 43K
Intangible asset (Details)
53: R38 Summary of Significant Accounting Policies HTML 27K
Impairment of Long-Lived Assets (Details)
54: R39 Summary of Significant Accounting Policies HTML 25K
Goodwill (Details)
55: R40 Summary of Significant Accounting Policies HTML 42K
Stock-Based Compensation (Details 1)
56: R41 Summary of Significant Accounting Policies HTML 26K
Stock-based Compensation (Details 2)
57: R42 Recent Accounting Pronouncements (Details) HTML 27K
58: R43 Cash and Cash Equivalents and Investments HTML 50K
(Details)
59: R44 Fair Value Measurements (Details 1) HTML 46K
60: R45 Fair Value Measurements (Details 2) HTML 32K
61: R46 Property and Equipment (Details 1) HTML 43K
62: R47 Income Taxes (Details 1) HTML 58K
63: R48 Income Taxes (Details 2) HTML 41K
64: R49 Goodwill (Details) HTML 27K
65: R50 Debt Obligations (Details 1) HTML 49K
66: R51 Debt Obligations (Details 2) HTML 68K
67: R52 Arrangements with Symphony Icon, Inc. (Details) HTML 77K
68: R53 Commitments and Contingencies (Details 1) HTML 23K
69: R54 Commitments and Contingencies (Details 2) HTML 40K
70: R55 Other Capital Stock Agreements (Details) HTML 25K
71: R56 Equity Incentive Awards (Details 1) HTML 49K
72: R57 Equity Incentive Awards (Details 2) HTML 71K
73: R58 Equity Incentive Awards (Details 3) HTML 26K
74: R59 Equity Incentive Awards (Details 4) HTML 44K
75: R60 Benefit Plan (Details) HTML 24K
76: R61 Collaboration and License Agreements (Details) HTML 81K
77: R62 Selected Quarterly Financial Data (Details) HTML 38K
79: XML IDEA XML File -- Filing Summary XML 137K
78: EXCEL IDEA Workbook of Financial Reports XLSX 86K
10: EX-101.INS XBRL Instance -- lxrx-20171231 XML 1.54M
12: EX-101.CAL XBRL Calculations -- lxrx-20171231_cal XML 166K
13: EX-101.DEF XBRL Definitions -- lxrx-20171231_def XML 503K
14: EX-101.LAB XBRL Labels -- lxrx-20171231_lab XML 1.45M
15: EX-101.PRE XBRL Presentations -- lxrx-20171231_pre XML 739K
11: EX-101.SCH XBRL Schema -- lxrx-20171231 XSD 188K
80: ZIP XBRL Zipped Folder -- 0001062822-18-000008-xbrl Zip 197K
‘EX-10.12’ — Officer Restricted Stock Unit Agreement
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), effective as of _____ ___, 20___ (the “Grant Date”), is by and between LEXICON PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and _____________ (“Employee”).
To carry out the purposes of the
Company’s 2017 Equity Incentive Plan (the “Plan”) and the determination of the compensation committee (the “Compensation Committee”) of the Company’s board of directors (the “Board”) to grant Employee a Restricted Stock Unit Award (as defined in the Plan) under the Plan, subject to the terms and conditions of this Agreement, of shares of the Company’s Common Stock, par value $0.001 per share (“Stock”), in order to provide Employee with incentives to exert maximum efforts for the Company’s success by providing Employee the opportunity to benefit from increases in the value of the Stock, and in consideration of the mutual agreements and other matters set forth herein and in the Plan,
the Company and Employee hereby agree as follows:
1. Grant of Restricted Stock Unit Award. The Company hereby grants to Employee a Restricted Stock Unit Award, on the terms and conditions set forth in this Agreement and in the Plan, consisting of the right to receive an aggregate of ___________ shares of Stock (the “Shares”).
2. Vesting. (a) Subject to the terms and conditions set forth in this Agreement and the Plan, the right of Employee to receive the Shares shall
vest with respect to (i) [25%][one third] of the total number of Shares on February 28, 20__ and (ii) an additional [25%][one third] of the total number of Shares on February 28 of each of the [three][two] succeeding years thereafter; provided that, if not already vested in accordance with the foregoing, the right of Employee to receive the Shares shall become vested upon (i) a termination of Employee’s Continuous Service (as defined in the Plan) by the Company without Cause (as defined below) or by Employee for Good Reason (as defined below) that occurs after the occurrence of a Change in Control (as defined below) or (ii) the termination of Employee’s Continuous Service as a result of Employee’s death or Disability (as defined in the Plan).
(b) For
purposes of the foregoing:
(i)A “Change in Control” shall be deemed to have occurred if any of the following shall have taken place: (A) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) other than Invus, L.P. and its affiliates (collectively, “Invus”) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, or any successor provisions thereto), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then-outstanding voting securities; (B) Invus becomes the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act, or any successor provisions thereto), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then-outstanding voting securities; (C) the consummation of a reorganization, merger, or consolidation, in each case with respect to which persons who were stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own or control more than 50% of the combined voting power of the reorganized, merged or consolidated Company’s then-outstanding securities entitled to vote generally in the election of directors in substantially the
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same
proportions as their ownership of the Company’s outstanding voting securities prior to such reorganization, merger or consolidation; (D) a liquidation or dissolution of the Company or the sale of all or substantially all of the Company’s assets; or (E) following the election or removal of directors, a majority of the Board consists of individuals who were not members of the Board two years before such election or removal, unless the election of each director who is not a director at the beginning of such two-year period has been approved in advance by directors representing at least a majority of the directors then in office who were directors at the beginning of the two-year period; provided,
that notwithstanding the foregoing, neither the execution by the Company of the Securities Purchase Agreement and Stockholders’ Agreement with Invus, L.P., each dated June 15, 2007 (as amended, supplemented or otherwise modified, the “Invus Transaction Agreements”), nor the consummation of the transactions contemplated in the Invus Transaction Agreements, including, without limitation, the acquisition by Invus of the Initial Shares and the Rights Shares (as defined in the Invus Transaction Agreements), the election of any representatives of Invus to the board of directors of the Company, or the acquisition by Invus of additional shares of Stock, as permitted or contemplated under the Invus Transaction
Agreements, will constitute a “Change in Control.” The Compensation Committee, in its discretion, may deem any other corporate event affecting the Company to be a “Change in Control” hereunder.
(ii)“Cause” means a termination of Employee’s employment directly resulting from (A) Employee having engaged in intentional misconduct causing a material violation by the Company of any state or federal laws, (B) Employee having engaged in a theft of Company funds or Company assets or in a material act of fraud upon the Company, (C) an act of personal dishonesty taken by Employee that was
intended to result in personal enrichment of Employee at the expense of the Company, (D) Employee’s final conviction (or the entry of any plea other than not guilty) in a court of competent jurisdiction of a felony, or (E) a breach by Employee of any contractual or fiduciary obligation to the Company, if such breach results in a material injury to the Company.
(iii)“Good Reason” means the occurrence of any of the following events without Employee’s express written consent: (A) a material diminution in Employee’s base salary, (B) a material diminution in Employee’s authority, duties, or responsibilities,
or (C) any other action or inaction that constitutes a material breach by the Company of any contractual obligation to Employee.
3. Forfeiture upon Termination of Service. Simultaneously with termination of Employee’s Continuous Service for any reason other than as a result of Employee’s death or Disability (as defined in the Plan) prior to the vesting of Employee’s rights to receive the Shares in accordance with Section 2 of this Agreement, Employee shall automatically forfeit all rights to receive the Shares, unless and except to the extent otherwise agreed by the Company, in its sole discretion.
4. Issuance
of Shares upon Vesting. Subject to the provisions of Sections 3 and 6 of this Agreement, upon vesting of the Shares in accordance with Section 2 of this Agreement, the Company shall (a) provide Employee with prompt notice of such vesting event and (b) issue the Shares to Employee for no additional consideration.
5. Non-Transferability. Employee’s rights under this Agreement, including with respect to any Shares as to which the interest of Employee has not vested in accordance with Section 2 of this Agreement, may not be transferred by Employee otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order (as defined in Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder).
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6. Withholding of Tax. Employee shall be liable for any and all federal, state or local taxes, including withholding taxes, arising out of the grant or vesting of Shares hereunder. Unless Employee elects otherwise as provided below, Employee shall satisfy such withholding tax obligation by forfeiting to the Company that number of Shares having a Fair Market Value (as defined in the Plan) equal to the Company’s withholding
obligation relating to such grant or vesting of Shares hereunder. Employee may alternatively elect to satisfy such withholding tax obligation by making a cash payment to the Company equal to the Company’s minimum withholding obligation, in which case Employee shall (a) provide the Company with written notice of such election and (b) pay to the Company in immediately available funds an amount equal to the Company’s minimum withholding obligation, in each case by no later than the date giving rise to such withholding tax obligation. No Shares
shall be issued to Employee unless and until Employee shall have paid or otherwise satisfied the withholding tax obligations with respect thereto.
7. Dividend Equivalents; Voting. If the Board declares any dividends with respect to the Stock prior to the vesting of Employee’s rights to receive the Shares in accordance with Section 2 of this Agreement, dividend equivalents shall be credited to Employee in respect of the Shares and shall be converted into additional shares of Stock covered by this Agreement and such additional shares shall be subject to all of the terms and conditions of the underlying Shares. Employee shall have no voting rights with respect to the Restricted Stock Unit Award or the Shares subject thereto until such time as the Shares are issued to Employee pursuant to Section 4 of this Agreement.
8. No
Right to Continued Employment. Nothing in this Agreement or the Plan shall confer upon Employee any right to continue in the employ of the Company or shall interfere with or restrict in any way the right of the Company, which is hereby expressly reserved, to terminate Employee’s employment at any time for any reason whatsoever, with or without cause and with or without advance notice.
9. 2017 Equity Incentive Plan. The Plan, a copy of which is available for inspection by Employee at the Company’s principal executive office during
business hours, is incorporated by reference in this Agreement. This Agreement is subject to, and the Company and Employee agree to be bound by, all of the terms and conditions of the Plan. In the event of a conflict between this Agreement and the Plan, the terms of the Plan shall control. Subject to the terms of the Plan, the administrator of the Plan shall have authority to construe the terms of this Agreement, and the determinations of the administrator of the Plan shall be final and binding on Employee and the Company.
10. Binding Agreement. This Agreement shall be binding upon
and inure to the benefit of any successors to the Company and all persons lawfully claiming under Employee.
11. Governing Law. This Agreement and all actions taken hereunder shall be governed by and construed in accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and Employee has executed this Agreement effective for all purposes as of the Grant Date.