Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 3, 2021, the Compensation Committee of the Board of Directors of
Exelixis, Inc. ("Exelixis") approved cash bonus payments for certain of Exelixis
named executive officers (as defined under applicable securities laws) (together
the "Executive Officers") pursuant to the Exelixis Annual Cash Bonus Program for
Executives (the "ABP").
The ABP provides for the payment of annual performance-based cash bonus awards
to Executive Officers, the amount of which is based on a pre-set target
percentage of the Executive Officer's annual base salary for the applicable ABP
year. The Compensation Committee is responsible for establishing the bonus
target percentages, as well as the relative percentage contributions of
corporate performance and individual performance, if applicable. For each
Executive Officer, the amount of the cash bonus award for a calendar year
depends upon Exelixis' achievement of applicable corporate performance goals
established by the Compensation Committee for that year, and, as applicable, an
assessment of each Executive Officer's individual performance.
In accordance with the terms of the ABP and giving consideration to: Exelixis'
overall performance during 2020, the leadership and achievements of each
Executive Officer during 2020, and challenges posed by changing market
conditions and the COVID-19 pandemic during 2020, which each rendered certain of
the previously established corporate performance goals impossible or impractical
to achieve, the annual cash bonus payments to Executive Officers were approved
as follows: Gisela M. Schwab, M.D. ($648,222), Christopher J. Senner ($406,610),
Jeffrey J. Hessekiel, J.D. ($330,819) and Peter Lamb Ph.D. ($309,679).
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