exv10w57






Exhibit 10.57




IDM PHARMA, INC.

2009 TRANSACTION BONUS PLAN



The Board of Directors of IDM Pharma, Inc., a Delaware corporation (the “Company”), adopted
resolutions at a meeting held on December 11, 2008, approving payment of a cash bonus to
certain non-executive employees and executive officers as summarized below (the “Plan”).



1. Purpose of the Plan. The Company considers it essential to the operation of the
Company that certain of its employees be encouraged to remain employed by the Company while the
Company attempts to effect a sale of the Company or substantially all of its assets. The Plan
is meant to supplement and work in conjunction with (and, except as provided herein, not to
replace) the Company’s other incentive programs, such as its option plans, severance
arrangements and other benefits plans, in order to achieve the foregoing purposes.



2. Terms of the Plan. 





	 	A.	 	Upon the closing of a Change of Control of the Company (as defined below) on or
prior to June 30, 2009, a lump sum cash bonus payment less standard deductions and
withholding, will be payable to such specified employee, including certain executive
officers, as noted in the column in the table below labeled “Transaction Bonus,” who
are employees of the Company immediately prior to the closing of such Change of
Control. This cash payment would be in addition to any payment to which the specified
employee may be entitled under his employment agreement or any other retention plan of
the Company in connection with a similar event.
	 
	 	B.	 	The term “Change of Control” under this Plan shall mean the first occurrence of any
of the following: (i) a merger or consolidation of the Company after which the
Company’s stockholders immediately prior to the merger or consolidation do not have
beneficial ownership of at least 50% of the outstanding voting securities of the new or
continuing entity or its parent entity; (ii) a transaction to which the Company is a
party and in which a majority of the outstanding shares of the Company’s capital stock
are sold, exchanged or otherwise disposed of, after which the Company’s stockholders
immediately prior to such transaction do not have beneficial ownership of at least 50%
of the outstanding voting securities of the Company or of the entity for which shares
of the Company’s capital stock were exchanged; or (iii) a transaction or series of
related transactions in which the Company sells, licenses or otherwise transfers for
value all or substantially all of its assets, in order to effect a sale of the
Company’s business as a going concern, to a single purchaser or group of associated
purchasers. As defined herein, the term Change of Control shall not include any
transaction effected exclusively for the purpose of changing the domicile of the
Company.
	 
	 	C.	 	Employee Bonuses




1.









 











	 	 	 	 	 
	Executive Officers	 	Transaction Bonus	 
	Name	 	Dollars	 
	Timothy P. Walbert
	 	$	300,000	 
	President and Chief Executive Officer
	 	 	 	 
	Robert J. De Vaere
	 	$	225,000	 
	Senior Vice President, Finance & Administration and

Chief Financial Officer
	 	 	 	 
	Jeffrey W. Sherman
	 	$	100,000	 
	Senior Vice President, Research & Development and

Chief Medical Officer
	 	 	 	 
	Timothy C. Melkus
	 	$	75,000	 
	Senior Vice President, Business Development and

Operations
	 	 	 	 
	Non-Executive Officer Employee
	 	$	35,000	 
	 
	 	 	 
	 
	 	$	735,000	 
	 
	 	 	 








2.