**Exhibit 10.45**
Executive Officer Compensation Summary
 

 

**Exhibit 10.45**
**Executive Officer Compensation Summary**
     CollaGenex Pharmaceuticals, Inc.’s (the “Company’s”) executive officers consist of: (i) ColinW. Stewart, President and Chief Executive Officer; (ii) Nancy C. Broadbent, Chief FinancialOfficer; (iii) David F. Pfeiffer, Senior Vice President of Sales and Marketing; (iv) KlausTheobald, Senior Vice President and Chief Medical Officer; and (v) Andrew Powell, Vice Presidentand General Counsel.
     The compensation structure for executive officers of the Company consists of three components:base salary, a discretionary annual cash bonus and stock options. The Company does not haveemployment agreements with any of its executive officers, but has executed indemnificationagreements with each of its executive officers. In addition, the Company has entered into changeof control agreements with each of Mr. Stewart, Ms. Broadbent, Mr. Pfeiffer and Mr. Powell.
     The Compensation Committee of the Board of Directors (the “Committee”) seeks to establish basesalaries for each position and level of responsibility that are competitive with those of executiveofficers at other emerging pharmaceutical companies. Annual cash bonuses are awarded to executiveofficers based on their achievements against a stated list of objectives developed at the beginningof each year by senior management and the Committee. All executive officers are awarded optiongrants upon joining the Company that are competitive with those at comparable emergingpharmaceutical companies. In addition, the Committee may award additional stock option grantsannually. When granting stock options, the Committee considers the recommendation of the Company’sChief Executive Officer and the relative performance and contributions of each executive officer.
     Compensation decisions affecting the Company’s executive officers are made on an annual basisby the Committee. On December 21, 2004, the Committee approved the terms of compensation(exclusive of option grants) to be paid to the Company’s executive officers, including the basesalary for 2005, as follows:
 •  *Mr. Stewart*. The Committee approved a 4% increase in Mr. Stewart’s base salary for2005, as well as a $141,750 bonus. As a result of the increase, Mr. Stewart’s base salaryis now $364,000.  •  *Ms. Broadbent*. The Committee approved a 4% increase in Ms. Broadbent’s base salary for2005, as well as a $90,160 bonus. As a result of the increase, Ms. Broadbent’s base salaryis now $239,200.  •  *Mr. Pfeiffer*. The Committee approved a 4% increase in Mr. Pfeiffer’s base salary for2005, as well as a $83,640 bonus. As a result of the increase, Mr. Pfeiffer’s base salaryis now $255,800. Pursuant to an Incentive Bonus Agreement dated August 27, 2003 betweenthe Company and Mr. Pfeiffer, in September 2004 Mr. Pfeiffer received an incentive bonusequal to $238,680. Under the terms of such Agreement, the incentive bonus was payable onlyif (i) Mr. Pfeiffer remained actively employed with the Company
 

 

    through August 27, 2004, or (ii) the Company terminated Mr. Pfeiffer’s employment withoutcause prior to August 27, 2004.  •  *Mr. Theobald*. The Committee approved a 4% increase in Mr. Theobald’s base salary for2005, as well as a $77,500 bonus. As a result of the increase, Mr. Theobald’s base salaryis now $260,000.  •  *Mr. Powell*. The Committee approved a $16,500 bonus for Mr. Powell. Mr. Powell was alsopaid a bonus of $25,000 in connection with the commencement of his employment with theCompany in September 2004. Mr. Powell’s base salary remains at $230,000.