2008 Compensation Information for Executive Officers

Exhibit 10.9S

2008 COMPENSATION INFORMATION FOR EXECUTIVE OFFICERS

The table below provides certain information regarding (i) the annual base salaries as of January 1, 2008 of the current executive officers of Tercica, Inc. (the “Company”) listed below; (ii) the number of shares of the Company’s common stock subject to stock options granted in March 2008 to the executive officer of the Company listed below (and, with respect to Dr. Scarlett, in April 2008); and (iii) the number of restricted stock units (“RSUs”) granted in March 2008 to the executive officers of the Company listed below (and, with respect to Dr. Scarlett, in April 2008):

 

Executive Officer

   2008
Annual
Base Salary

($)
   Number of
Shares
Subject to
Stock
Options(#)(1)
   Number
of RSUs

(#)(2)

John A. Scarlett, M.D.

Chief Executive Officer

   520,000    133,000    33,500

Ross G. Clark, Ph.D.

Chief Technology Officer

   340,000    40,000    10,000

Richard A. King(3)

President and Chief Operating Officer

   435,000    73,000    21,000

Ajay Bansal

Executive Vice President and Chief Financial Officer

   350,000    57,000    14,000

Stephen N. Rosenfield

Executive Vice President of Legal Affairs, General Counsel and Secretary

   345,000    55,500    13,500

Thorsten von Stein, M.D., Ph.D.

Chief Medical Officer and Senior Vice President of Clinical and Regulatory Affairs

   340,000    55,500    13,500

Andrew J. Grethlein, Ph.D.

Senior Vice President, Pharmaceutical Operations

   310,000    55,500    13,500

Susan Wong

Vice President, Finance and Chief Accounting Officer

   265,000    26,500    6,750

 

(1) Options vest over a period of four years subject to continuous service and were granted with an exercise price equal to the fair market value on the date of grant (as determined in accordance with the Company’s 2004 Stock Plan, as amended).

 

(2) The RSUs vest as follows: (i) 25% of RSUs will vest, if at all, if the executive officer is an employee of the Company on the 13th month anniversary of the date of grant, (ii) another 25% of the RSUs will vest, if at all, if the executive officer is an employee of the Company on the 24th month anniversary of the date of grant, (iii) another 25% of the RSUs will vest, if at all, if the executive officer is an employee of the Company on the 36th month anniversary of the date of grant and (iv) the remaining 25% of the RSUs will vest, if at all, if the executive officer is an employee of the Company on the 48th month anniversary day of grant. In the event that one or more RSUs vest, the Company will deliver to the executive officer one share of the Company’s common stock for each RSU that has vested.

 

(3) Mr. King was appointed as the Company’s President on February 27, 2008.