Post-Employment Compensation
Pension Benefits and Nonqualified Deferred Compensation
We do not provide pension arrangements or post-retirement health coverage for our executives or
employees. Our executive officers are eligible to participate in our 401(k) contributory defined contribution plan.
In 2014, we contributed to each participant a matching contribution equal to 25%of the first 6%of the
participant’s compensation that has been contributed to the plan. In 2014, the maximummatching contribution
was $5,850. In 2015, we will contribute to each participant a matching contribution of 50%of the first 6%of the
participant’s compensation that has been contributed to the plan. We do not provide any nonqualified defined
contribution or other deferred compensation plans.
Employment Agreements
All of our employees, including our executive officers, are employees-at-will and as such do not have
employment contracts with us, except in the case of some severance agreements, the details of which are
provided below.
Retention and Change of Control Agreements
In December 2008, we amended and restated our severance agreements with Stanley T. Crooke and B.
Lynne Parshall to clarify the provisions of such agreements in light of Section 409Aof the Code.
Specifically, these severance agreements provide the following severance benefits:
•
Dr. Crooke will be eligible to receive a lump sum severance payment equal to 36 months of his
then-current base salary in the event his employment is terminated as a result of a change of control of
Isis; and
•
Ms. Parshall will be eligible to receive a lump sum severance payment equal to:
•
18 months of her then-current base salary in the event that her employment is terminated without
cause; and
•
30 months of her then-current base salary in the event that her employment is terminated as a
result of a change of control of Isis.
These agreements will remain in effect as long as each individual continues to be employed by Isis.
In addition, the Compensation Committee has approved that in the event of a change of control, the vesting
and exercisability of Dr. Crooke andMs. Parshall’s then outstanding and unvested stock options and RSUs will
be accelerated in full, to the extent permitted by the applicable stock option plan.
Conditions
As a condition to receiving payments under each of the retention and change of control agreements
described above, the officer is required to return all of our property and information and sign an agreement
releasing Isis from liability.
Potential Payments Upon Termination or Change-of-Control
The following table estimates the lump sum payments that would be required under the agreements
described above that were effective as of December 31, 2014. This table estimates the lump sum payments based
upon either a termination without cause or a termination in connection with a change of control assuming either
occurred on December 31, 2014. The estimates in this table are forward-looking statements. Please see the
special note regarding forward-looking statements on page 1 of this Form 10-K.
Termination Event
Name
Termination
Without
Cause
Termination
in a Change
of Control
Stanley T. Crooke. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— $2,304,756
B. Lynne Parshall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$996,044
$1,660,073
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