**Exhibit 10.12**

 

**Summary of 2006 Compensation for**

**Executive Officers, Non-Executive Chairman and Non-Employee Directors**

 

**ExecutiveOfficer Compensation**

 

InJanuary 2006, the Board of Directors of PRAECISPHARMACEUTICALS INCORPORATED (the “Company”), upon recommendation of theCompensation Committee, approved the 2006 compensation for the Company’sexecutive officers. The table below sets forth 2006 compensation and potentialbonus award values under the Company’s Executive Management Bonus Plan (the “BonusPlan”).

 

** **
| **Name and Title**                                                                  | ** ** | **Annual  Salary (1)** | ** ** | **Bonus Target  Award Value (2)** | ** ** |
|-----------------------------------------------------------------------------------------------|------------|-----------------------------|------------|--------------------------------------------------|------------|
| Kevin F. McLaughlin  President and Chief Executive Officer                                    |       | $                           | 368,550    |                                             | 50         | % |
| Edward C. English  Vice President, Chief Financial Officer, Treasurer and Assistant Secretary |       | $                           | 219,000    |                                             | 25         | % |
| Marc B. Garnick,  M.D.  Executive Vice President and Chief Medical and Regulatory Officer     |       | $                           | 350,000    |                                             | 30         | % |
| Richard W. Wagner, Ph.D.  Executive Vice President, Discovery Research                        |       | $                           | 285,000    |                                             | 30         | % |

 

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(1)                                  Effective as of January 1, 2006.

(2)                                  Represents the target award value for 2006,as a percentage of base salary, approved by the Compensation Committee for eachexecutive officer under the Bonus Plan. Actual bonuses earned for 2006 may varyfrom zero to 150% of the target amount, depending upon the Company’s 2006performance relative to predetermined corporate performance measures, as wellas the performance of each executive officer against predetermined individualgoals.

 

Noneof the Company’s executive officers has an employment agreement and the executivecompensation described above has been or will be (with respect to actual bonuspayments for 2006) approved by the Board of Directors, upon recommendation ofthe Compensation Committee, but is not otherwise set forth in a writtenagreement between the Company and such executive officers.

 

Eachexecutive officer is a party to a letter agreement with the Company providingfor certain benefits in the event of the executive’s termination upon or withinone year following a change of control of the Company. These agreements arefiled as exhibits to the Company’s Annual Report on Form 10-K for the yearended December 31, 2005 and will be described in more detail under “EmploymentAgreements/Change of Control Arrangements” in the Company’s Proxy Statement forits 2006 Annual Meeting of Stockholders.

 

Eachexecutive officer may also be eligible for an annual option grant to purchaseshares of common stock, par value $.01 per share, of the Company. Annual optiongrants for executive officers vest and become exercisable over a four-yearperiod, with 25% vesting on the first

 

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anniversary of the grant date and thereafter on amonthly basis, if the executive officer is then employed by the Company. Theamount of such annual grants, if any, will be dependent upon corporate andindividual performance during 2006.

 

Theexecutive officers are also eligible to participate in the Company’s employeebenefit plans, which include health, dental, life and long-term disabilityinsurance; three weeks of vacation per year; twelve statutory/ Companydesignated holidays each year; and the ability to participate in the Company’s401(k) Plan and Employee Stock Purchase Plan.

 

**Non-ExecutiveChairman Compensation**

 

MalcolmL. Gefter, Ph.D. serves as the Chairman of the Boardof Directors, in a non-executive capacity, and as the Company’s ChiefScientific Officer. As Chief Scientific Officer, Dr. Gefter’s2006 compensation is $200,000, which is unchanged from 2005. He is not eligiblefor an annual cash bonus under the Bonus Plan or otherwise. There is noemployment agreement with Dr. Gefter, and hiscompensation has been approved by the Board of Directors, upon recommendationof the Compensation Committee, but is not otherwise set forth in a writtenagreement. Dr. Gefter is a party to a letteragreement with the Company providing for certain benefits in the event of histermination upon or within one year following a change of control of theCompany. This agreement is filed as an exhibit to the Company’s Annual Reporton Form 10-K for the year ended December 31, 2005 and will be described in moredetail under “Employment Agreements/Change of Control Arrangements” in theCompany’s Proxy Statement for its 2006 Annual Meeting of Stockholders. Dr. Gefter may also be eligible for an annual option grant topurchase shares of common stock, par value $.01 per share, of the Company. Annualoption grants for Dr. Gefter will vest and becomeexercisable in equal monthly installments over a one-year period from the dateof grant so long as he is an employee of the Company and/or serves on the Boardof Directors.

 

Dr.Gefter is also eligible to participate in the Company’semployee benefit plans described above.

 

**Non-EmployeeDirector Compensation**

 

For2006, non-employee directors will receive the following annual compensation,which has been approved by the Company’s Board of Directors and remainsunchanged from 2005:

 

*CashCompensation*

 

•                  Annual Retainer of $15,000.

 

•                  $1,500for each regularly scheduled board meeting.

 

•                  $1,000 for each regularly scheduled committeemeeting.

 

•                  $500for any special telephonic Board or committee meeting.

 

•                  The Chairman of the Audit Committee receivesa per-meeting fee of $1,000 for his attendance and participation in, on behalfof the Audit Committee, meetings with the Company’s management and Ernst andYoung LLP, the Company’s independent registered publicaccounting firm, regarding the Company’s financial results and other financialand accounting matters.

 

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•                  Reimbursement for reasonable expensesincurred in connection with attending board and committee meetings.

 

*StockCompensation*

 

Directorsare eligible to receive stock options under our Third Amended and Restated 1995Stock Plan. Non-employee directors receive an annual option grant which vestsand becomes exercisable in equal monthly installments over a one-year periodfrom the date of grant so long as the individual continues to be a member ofour Board of Directors.

 

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