EXHIBIT 10.80
J AZZ P HARMACEUTICALS , I NC .
D IRECTORS D EFERRED C OMPENSATION P LAN
A PPROVED BY THE B OARD : M AY 1, 2007
A MENDED D ECEMBER 16, 2008
ARTICLE I
DEFINITIONS
1.1 “ Board ” shall mean
the Board of Directors of the Company.
1.2 “ Change in Control ”
means any of the following: (a) the date that any one person
or persons acting as a group acquires ownership of Company stock
constituting more than fifty percent (50%) of the total fair
market value or total voting power of the stock of the Company;
(b) the date that any one person or persons acting as a group
acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such person or persons)
ownership of the stock of the Company possessing fifty percent
(50%) or more of the total voting power of the stock of the
Company; (c) the date that a majority of members of the Board
is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the
members of the Board before the date of the appointment or
election; or (d) the date that any one person or persons
acting as a group acquires assets (or has acquired during the
12-month period ending on the date of the most recent acquisition
by such person or persons) from the Company that have a total gross
fair market value equal to or more than eighty percent
(80%) of the total gross fair market value of all of the
assets of the Company immediately prior to such acquisition or
acquisitions. The determination of whether an event constitutes a
Change of Control for purposes of this Plan shall be made in
accordance with its definition under Section 409A of the Code
and the regulations and other guidance thereunder, and shall not
involve the exercise of any discretionary authority by the
Board.
1.3 “ Code ” shall mean
the Internal Revenue Code of 1986, as amended.
1.4 “ Common Stock ” shall
mean the common stock of the Company.
1.5 “ Company ” means Jazz
Pharmaceuticals, Inc., a Delaware corporation.
1.6 “ Director ” shall
mean a member of the Board who is not an employee of the Company or
any of its subsidiaries.
1.7 “ Exchange Act ” means
the Securities Exchange Act of 1934, as amended.
1.8 “ Fees ” shall mean
amounts earned for serving as a member of the Board, including any
committees of the Board.
1.9 “ He ”, “
Him ”, or “ His ”
shall apply equally to male and female members of the
Board.
1.
1.10 “ Market Value Per Share
” shall mean, for any given day, the price per share equal to
(i) the last sale price of the Common Stock on the such day on
the principal stock exchange on which the Common Stock may at the
time be listed or, (ii) if there shall have been no sales on
such exchange on such day, the average of the closing bid and asked
prices of the Common Stock on such exchange on such day or,
(iii) if there is no such bid and asked price on such day, the
average of the closing bid and asked prices of the Common Stock on
the next preceding date when such bid and asked price occurred or,
(iv) if the Common Stock shall not be so listed, the closing
sales price of the Common Stock as reported by NASDAQ on such day
in the over-the-counter market.
1.11 “ Plan ” shall mean
the Jazz Pharmaceuticals, Inc. Directors Deferred Compensation Plan
for Directors, as it may be amended from time to time.
1.12 “ Stock Account ”
shall mean the account created by the Company pursuant to Article
III of this Plan in accordance with an election by a Director to
receive stock compensation under Article II hereof.
1.13 “ Year ” shall mean a
calendar year.
ARTICLE II
ELECTION TO DEFER
2.1 This Plan was effective May 31,
2007.
2.2 A Director may elect, on or before
December 15 of any Year, to defer payment of all or a
specified part of all Fees to be earned during the Year following
the Year in which such election occurs and succeeding Years (until
the Director ceases to be a Director or changes his election
pursuant to Section 2.4 herein); provided, however ,
that with respect to the first Year in which a Director becomes
eligible to participate in the Plan, the Director may make an
initial election within thirty (30) days after the date the
Director becomes so eligible to defer payment of all or a specified
part of such Fees earned following the date on which such initial
election is made during the remainder of such Year and for any
succeeding Years.
2.3 The election to participate in the Plan and
manner of payment shall be designated by submitting a letter in the
form attached hereto as Appendix A to the Secretary of the
Company.
2.4 The election shall continue from Year to Year
and become irrevocable on December 15 of each Year, unless the
Director changes or terminates it by written request delivered to
the Secretary of the Company prior to December 15 of the Year
preceding the commencement of the Year for which the changes or
termination is first effective.
2.
ARTICLE III
DEFERRED COMPENSATION
ACCOUNTS
3.1 The Company shall maintain separate memorandum
accounts for the Fees deferred by each Director.
3.2 The Company shall credit, on the date Fees
become payable, the Stock Account of each Director with a number of
shares of Common Stock which is equal to the deferred portion of
any Fee due the Director as to which an election to defer Fees into
the Stock Account has been made, divided by the Market Value Per
Share determined as of the date such Fees would otherwise have been
paid.
3.3 The Company shall credit the Stock Account of
each Director who has elected to receive deferred compensation in
the form of Common Stock with the number of shares of Common Stock
equal to any cash dividends (or the fair market value of dividends
paid in property other than dividends payable in Common Stock)
payable on t
