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Exhibit 10.118
FISCAL YEAR 2001 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 17.5%
-Out-license one product to a development/marketing partner on terms
approved by the Board of Directors
b. R&D/CLINICAL DEVELOPMENT (#1) 17.5%
-Be 50% enrolled in the Phase 3 clinical trial for Trospium by the end
of the fiscal year 2001
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GOAL PERCENTAGE OF TOTAL
c. R&D/CLINICAL DEVELOPMENT (#2) 17.5%
-Secure selection of PRO2000 as one treatment arm in NIH Phase 2/3
study
-Phase 2/3 study initiated for PRO2000
d. ACQUISITION/IN-LICENSE 17.5%
-Acquire or in-license a significant new asset (significance to be
determined by the Compensation Committee)
e. COMMON STOCK PERFORMANCE 15% -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 Interneuron's Common Stock during the
fiscal year or (b) the actual percentage increase in Interneuron's
Common Stock during the fiscal year. Since achievement of a large
increase in Interneuron's 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.
<TABLE>
<CAPTION>
IPIC % PTS. INCREASE OVER INITIAL IPIC PRICE
% OF PERFORMANCE AREA IPIC % PTS. ABOVE INDEX
<S> <C>
25% 10%
50% 20%
75% 30%
100% 40%
</TABLE>
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 IPIC stock during the year will be made
from the average of two calculations: (1) from 10/1/00 to 3/31/01 (six
months) and (2) from 10/1/00 to 9/30/01 (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 9/30/00, 3/31/01 and 9/30/01 will be used instead of
the closing common stock price on that day.
f. 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.
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(5). ADDITIONAL GOAL - REDUX LITIGATION
This additional goal would be over and above any bonuses earned
pursuant to Sections 2, 3, 4, and 6. Achieve substantial mitigation of
the Company's exposure to Redux litigation. Achievement of this goal
will result in a bonus of 20-60% of base salary, at the discretion of
the Compensation Committee.
(6). ADDITIONAL GOAL - BUSINESS DEVELOPMENT
This additional goal would be over and above any bonuses earned
pursuant to Sections 2-5. 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 20-40% 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, 2001. 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, 2001, whichever is earlier.
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