UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 June 24, 2011
 Date
of Report (Date of earliest event reported)
 Medicis Pharmaceutical Corporation
  Delaware
    
    001-14471
    
    52-1574808(State of Incorporation)
    
    (Commission File Number)
    
    (IRS Employer
Identification Number)
 7720 North Dobson Road
Scottsdale, Arizona 85256
 (602) 808-8800
 N/A
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
 (e) Amended and Restated Employment Agreement of Chief Executive Officer
  
    
    Cash severance payments and continuation of certain benefits following Mr.
Shacknais termination of employment that are determined based on a multiple that
exceeds three times base salary and bonus have been reduced such that the maximum
amount payable will be capped at three times salary and bonus.
    
    The tax gross-up provision for excise taxes incurred with respect to Section
280G excess parachute payments is replaced with a best pay limitation. Under the
best pay limitation, Mr. Shacknai will be responsible for any excise taxes
arising with respect to excess parachute payments under Section 280G of the
Internal Revenue Code. If the net amount available to Mr. Shacknai after the
payment of the applicable excise taxes is less than the amount that would be
remaining if his payments were capped at the maximum amount that could be paid
without triggering the excise taxes, his payments will be capped. No excise tax
gross up payments will be paid under the Employment Agreement with respect to
excess parachute payments.
    
    Guaranteed minimum annual equity awards have been eliminated.
    
    The term of the Employment Agreement is limited to a period commencing on June
24, 2011 and expiring on June 30, 2016, unless sooner terminated as provided in
the Employment Agreement. The automatic renewal provisions have been eliminated.
    
    All equity awards, not just options as in the Prior Agreement, will become
fully vested upon a termination without cause, resignation for good reason,
death, disability, expiration of the term of the agreement, certain terminations
in connection with a change in control, or, under certain circumstances and
regardless of termination, a change in control that results in the dissolution,
elimination or modification of the Companys equity incentive plans.
    
    Vesting of equity awards that could otherwise have been accelerated upon
signing of an agreement that would result in a change of control will now vest
only if the actual change in control transaction is consummated.
    
    The Employment Agreement was updated to reflect Mr. Shacknais current base
salary of $1,100,000 per year and the fact that he is currently eligible to be
considered for an annual bonus based upon his performance and the performance of
the Company measured against the Companys fiscal plan for the prior fiscal year,
calculated in accordance with the Companys bonus plans as may be in effect from
time to time.




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(e) Supplemental Executive Retirement Plan
  1 2
  
    
    Tier I Participants: (a) 2.5% of average earnings, multiplied by (b) the
benefit accrual percentage, multiplied by (c) the number of years of service at the normal
retirement date up to a maximum of twenty years of service. A Tier I participants
retirement benefit will be capped at 50% of average earnings.
    
    Tier II Participants: (a) 1.25% of average earnings, multiplied by (b) the
benefit accrual percentage, multiplied by (c) the number of years of service at the normal
retirement date up to a maximum of twenty years of service. A Tier II participants
retirement benefit will be capped at 25% of average earnings.
    
    Tier III Participant: (a) 10% of average earnings, multiplied by (b) the
benefit accrual percentage, multiplied by (c) the number of years of service at the normal
retirement date up to a maximum of five years of service. A Tier III participants
retirement benefit will be capped at 50% of average earnings.
    
    Tier IV Participant: (a) 3.125% of average earnings, multiplied by (b) the
benefit accrual percentage, multiplied by (c) the number of years of service at the normal
retirement date up to a maximum of sixteen years of service. A Tier IV participants
retirement benefit will be capped at 50% of average earnings.
    
    Tier V Participant: (1) (a) 3.125% of average earnings, multiplied by (b) the
benefit accrual percentage as of May 31, 2011, multiplied by (c) the number of years of
service as of May 31, 2011, plus (2) (a) 2.5% of average earnings, multiplied by
(b) the benefit accrual percentage for the number of years of service occurring between
June 1, 2011 through the normal retirement date, multiplied by (c) the number of years of
service from June 1, 2011 through the normal retirement date; provided, however, that the
maximum aggregate years of service taken into account for the Tier V participant for
purposes of calculating (1) plus (2) above will be eighteen years of service. A Tier V
participants retirement benefit will be capped at 50% of average earnings.




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SIGNATURES
  Medicis Pharmaceutical CorporationDate:  June 30, 2011
    By:
    /s/ Seth L. RodnerSeth L. RodnerSenior Vice President, General Counsel and Corporate Secretary