Departure of Directors or Certain

On December 13, 2016, the Board of Directors (the Board) of PDL BioPharma, Inc. (the Company) approved the decisions of the Compensation Committee (the Compensation Committee) of the Board with respect to its recommendations of awards to the Companys management under the 2016 Annual Bonus Plan, the 2014/2018 Long-Term Incentive Plan (2014/2018 LTIP) and 2015/2019 Long-Term Incentive Plan (2015/2019 LTIP).

2016 Annual Bonus Plan

The Compensation Committee evaluated the Companys performance against the 2016 corporate performance goals established for the Companys 2016 Annual Bonus Plan as set forth below:

2016 Corporate Goal

Weight

Purchase of Income Generating Assets

35%

Management of Income Generating Assets

30%

Financing and Tax Management

35%

Total

100%

Following this review, and in acknowledgment of the recent reduction in the Companys share price, the Compensation Committee determined, and the Board approved, that 75% of the 2016 corporate performance goals established for the Companys 2016 Annual Bonus Plan were achieved.

The Compensation Committee also reviewed for each of the Companys named executive officers (other than Mr. McLaughlin whose annual bonus is based solely upon achievement of the corporate performance goals described above), the level of achievement of each named executive officers 2016 individual goals established for the Companys 2016 Annual Bonus Plan and made the following determinations:

Mr. Stone achieved 125%;

Mr. Garcia achieved 125%;

Mr. Hart achieved 125%; and

Mr. Pietzke achieved 120%.

Based on the foregoing and under the terms of the 2016 Annual Bonus Plan, the Compensation Committee determined and the Board approved, the bonuses set forth in the chart below for each of the Companys named executive officers:

Name

Title

2016 Annual

Bonus Plan

Bonus

John P. McLaughlin

Presidentand Chief Executive Officer

$600,049

Christopher Stone

Vice President, General Counsel and Secretary

$302,105

Peter Garcia

Vice President and Chief Financial Officer

$282,385

Danny Hart

Vice President, Business Development

$250,638

Steffen Pietzke

Controller and Chief Accounting Officer

$112,074

2014/2018 Long-Term Incentive Plan

The Compensation Committee evaluated the Companys performance against a performance goal of the income generating asset acquisitions acquired by the Company during 2014 and 2015 generating at least 75% of the projected cash flow for such assets during the 2016 calendar year, which goal was established by the Compensation Committee for the 2014/2018 LTIP in order to compensate, retain and incentivize its named executive officers for the vesting period of 2016 (the Vesting Period).

Under the 2014/2018 LTIP, each executive officer is eligible for awards consisting of (i) restricted stock and (ii) a cash payment. With respect to the Vesting Period, 16.667% of the amounts awardable under the 2014/2018 LTIP will vest on December 13, 2016 and will be paid to the named executive officers shortly thereafter. The target payments are adjustable at the discretion of the Compensation Committee.

Following its review, the Compensation Committee determined, and the Board approved, that the 2016 vesting period goal had been achieved because the actual cash flow generated from income generating assets acquired by the Company during 2014 and 2015 exceeded 75% of the forecasted cash flows of such assets. Based on the foregoing, the cash and restricted stock awards for each of the Companys named executive officers for the Initial Vesting Period are set forth in the chart below:

Name

Title

2014/2018 LTIP Cash Payment

2014/2018 LTIP Value of Restricted Stock

John P. McLaughlin

Presidentand Chief Executive Officer

$381,334

$163,429

Christopher Stone

Vice President, General Counsel and Secretary

$97,724

$41,882

Peter Garcia

Vice President and Chief Financial Officer

$96,948

$41,549

Danny Hart

Vice President, Business Development

$78,435

$33,615

Steffen Pietzke

(1)

Controller and Chief Accounting Officer

__

__

(1)

Mr. Pietzke was not eligible to receive payment under the 2014/2018 LTIP because he joined the Company after eligibility under the plan expired.

2015/2019 Long-Term Incentive Plan

The Compensation Committee evaluated the Companys performance against a performance goal of the amount of cash deployed in the Companys income generating asset acquisitions that was established by the Compensation Committee for the 2015/2019 LTIP in order to compensate, retain and incentivize its named executive officers for the initial vesting period of 2015 and 2016 (the Initial Vesting Period)

Under the 2015/2019 LTIP, each executive officer is eligible for awards consisting of (i) restricted stock and (ii) a cash payment. With respect to the Initial Vesting Period, 50% of the amounts awardable under the 2015/2019 LTIP will vest on December 13, 2016 and will be paid to the named executive officers shortly thereafter. The target payments are adjustable at the discretion of the Compensation Committee.

Following its review, the Compensation Committee determined, and the Board approved, that, based on the Company having acquired $462 million in income generating assets during 2015 and 2016, that the award would be paid at 92% of the target award. Based on the foregoing, the cash and restricted stock awards for each of the Companys named executive officers for the Initial Vesting Period are set forth in the chart below:

Name

Title

2015/2019 LTIP Cash Payment

2015/2019 LTIP Value of Restricted Stock

John P. McLaughlin

Presidentand Chief Executive Officer

$1,056,707

$452,875

Christopher Stone

Vice President, General Counsel and Secretary

$352,043

$150,875

Peter Garcia

Vice President and Chief Financial Officer

$349,245

$149,677

Danny Hart

Vice President, Business Development

$326,830

$140,070

Steffen Pietzke

Controller and Chief Accounting Officer

$107,578

$46,117

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PDL BIOPHARMA, INC.

(Company)

By:

/s/ John P. McLaughlin

John P. McLaughlin

President and Chief Executive Officer

Dated:

December16, 2016

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Other recent filings from the company include the following:

PDL BioPharma's President just picked up 240,200 shares - Sept. 13, 2017
PDL BioPharma's President just declared 0 ownership of the company. - Sept. 13, 2017
Securities to be offered to employees in employee benefit plans - Sept. 12, 2017
PDL: Cook Williams Communications, Inc - Sept. 11, 2017
Current report, items 7.01 and 9.01 - Sept. 11, 2017

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