FISCAL 2003 SENIOR EXECUTIVE BONUS PLAN



  
 Exhibit 10.126 
  
 FISCAL YEAR 2003 SENIOR EXECUTIVE BONUS PLAN 
  

	(1).
	 
	Participants  
 

  
 Glenn Cooper (President), Mark Butler (Executive Vice President), Michael Rogers (Executive Vice President), and Bobby Sandage (Executive Vice President). 
  

	(2).
	 
	Maximum Available 
 

  
 Base Bonus Pool: Up to 60% of Glenn Cooper’s base salary; up to 50% of the base salaries of the Executive Vice Presidents (Messrs. Butler, Rogers, and Sandage) 
  
 (Base Salary is defined as the Base Salary at the time bonuses are paid.) 
  

	(3).
	 
	Bonus Pool 
 

  
 The amount of Base Bonus Pool received will be calculated based on the following Performance Areas: (a) Business Development; (b) R&D Clinical Development; (c) Acquisition/In-licensing; (d) Common Stock Performance; and (e)
Corporate Finance. The relative weighting of each area has been determined by management and the Compensation Committee, and the total of all areas in Section 4 is equal to 100% of the Base Bonus Pool. 
  
 The allocation of the pool will be made by the President to the other participants based on participant’s performance particularly as
it relates to his objectives for the year as jointly established with the President. The President may allocate any amount to any Executive Vice President, including none, but he may not exceed the pool for each individual (50%). 

 
 The allocation of the President’s pool will be made at the discretion of the Board of Directors. 
  

	(4).
	 
	Computation of Performance Areas 
 

  
 
	  	  	 Goal 
 
	    	 Percentage of Total
 

	 a.
 	  	 Business Development
 	    	 20%
 
	  	  	 -Complete a development/marketingpartnership for Trospium on terms approved by the
 Boardof Directors
 	    	  
	 
	 b.
 	  	 R&D/Clinical Development (#1)
 	    	 20%
 
	  	  	 -Submit an NDA for Trospium that is accepted for filing by the FDA 
 	    	  
	 
	 c.
 	  	 R&D/Clinical Development (#2)
 	    	 5%
 
	  	  	 -Begin a Phase I or Phase II clinical trial for CT-3 or Dersalazine
 	    	  
	 
	 d.
 	  	 R&D/Clinical Development (#3)
 	    	 15%
 
	  	  	 -Begin a Phase III clinical trial for citicoline
 	    	  
	 
	 e.
 	  	 Acquisition/In-license
 	    	 5%
 
	  	  	 -Acquire or in-license a significant new asset (significance to be determined by the Compensation Committee)
 	    	  
	 
	 f.
 	  	 Common Stock Performance
 	    	 20%
 
	  	  	 -All or a portion of this goal will be earned based on the higher of the formulas derived from either the (a) relative stock performance of Indevus’
Common Stock during the fiscal year or (b) the actual percentage increase in Indevus’ Common Stock during the fiscal year. Since achievement of a large increase in Indevus’ Common Stock either over an Index or over its price at the
beginning of the fiscal year is beneficial to the Company’s shareholders, the calculation is made based on the higher one.
 	    	  

 

 
 1 








  
 
	 % of Performance Area IDEV
 
	  	 IDEV% pts. Increase over initial IDEV price
% pts. above Index
 

	 25%
 	  	 50%  
 
	 50%
 	  	 75%  
 
	 75%
 	  	 100%
 
	 100%
 	  	 150%
 

 
  
 The Index is calculated based on the publicly available AMEX
Biotechnology Index (or close equivalent if unavailable). 
  
 In order to capture the return to shareholders during
the fiscal year, the calculation of the percentage points increase above Index and the percentage points increase over IDEV stock during the year will be made from the average of two calculations: (1) from 10/1/02 to 3/31/03 (six months) and (2)
from 10/1/02 to 9/30/03 (12 months). Due to the potential for short term news driven fluctuations in stock price, the average of the closing common stock price for the five trading days up to and including 9/30/02, 3/31/03 and 9/30/03 will be used
instead of the closing common stock price on that day. 
  

	g.
	 
	Corporate Finance 15% 
 

  
 -Ensure cash on hand at end of fiscal year is sufficient to last for at least the following 12 months—50% of goal. 
  
 -Ensure cash on hand at end of fiscal year is sufficient to last for at least the following 18 months—100% of goal. 
  

	(5).
	 
	Additional Goal – Business Development 
 

  
 This additional goal would be over and above any bonuses earned pursuant to Sections 2, 3, 4 and 6. Out-license a second product to a development/marketing partner on terms approved by the Board of
Directors. Achievement of this goal will result in a bonus of 20% of base salary. 
  

	(6).
	 
	Additional Goal – Strategic Transaction 
 

  
 This additional goal would be over and above any bonuses earned pursuant to Sections 2, 3, 4 and 5. Complete a transaction (exclusive of the goals described in 4(a), 4(e), and 5 above), on terms
approved by the Board of Directors, that significantly enhances long-term shareholder value. Achievement of this goal will result in a bonus of 20-60% of base salary, at the discretion of the Compensation Committee. 
  

	(7).
	 
	Calculation and Payment 
 

  
 A recommended calculation of the bonus will be made by management and will be reviewed and approved by the Compensation Committee. Bonuses may be paid periodically during the fiscal year upon attainment of goals, but not
later than October 31, 2003. Payment will be made only to recipients who are still employees of the Company at the time of payment of the bonuses or October 31, 2003, whichever is earlier. 

 
 2