Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
"Company") adopted an Executive Bonus Plan (the "Plan"), which will be used to
grant annual and other performance bonuses to executives, including the named
executive officers. The Plan provides for bonuses based on achievement of
performance objectives, as determined by the Compensation Committee of the Board
(the "Committee") for each performance period.
Participants may receive bonuses based on a target bonus amount, which may be a
percentage of the participant's base salary or such other amount as the
Committee determines, and achievement of the applicable performance objectives.
Bonuses are subject to continued employment through the end of the applicable
performance period and compliance with restrictive covenant agreements. The
Committee will set the performance periods, target bonuses and performance
objectives and will select the eligible executives for each performance period.
The performance metrics may include (but shall not be limited to) any of the
following: (i) net earnings or net income (before or after taxes); (ii) earnings
per share; (iii) net sales growth; (iv) net operating profit; (v) return
measures (including, but not limited to, return on assets, capital, equity, or
sales); (vi) cash flow (including, but not limited to, operating cash flow, free
cash flow, and cash flow return on capital); (vii) cash flow per share; (viii)
earnings before or after taxes, interest, depreciation, and/or amortization;
(ix) gross or operating margins; (x) productivity ratios; (xi) share price
(including, but not limited to, growth measures and total stockholder return);
(xii) expense targets or ratios; (xiii) charge-off levels; (xiv) improvement in
or attainment of revenue levels; (xv) margins; (xvi) operating efficiency;
(xvii) operating expenses; (xviii) economic value added; (xix) improvement in or
attainment of expense levels; (xx) improvement in or attainment of working
capital levels; (xxi) debt reduction; (xxii) capital targets; (xxiii)
regulatory, clinical, or manufacturing milestones; (xxiv) consummation of
acquisitions, dispositions, projects or other events or transactions; (xxv)
developing strategic plans, (xxvi) objectives related to product development,
testing, product design, regulatory approval, product manufacturing and other
business needs, and (xxvii) personal objectives for the participant. Bonuses are
to be paid in a cash lump sum within 2 ½ months following the end of the
applicable performance period (but no later than
following the calendar year in which the performance period ends).
Effective as of the inception of the Plan, the Committee approved a special
performance bonus opportunity under the Plan for Dr.
Chief Executive Officer and Chief Financial Officer, Dr.
Executive Vice President and General Counsel, and Ms.
Executive Vice President and Head of Clinical Operations, to provide an
incentive for the Company's leadership team to accomplish specific performance
objectives during a performance period beginning
of up to 30% of salary for
continued employment and compliance with restrictive covenants. With new
determined that it was appropriate to provide specific targeted performance
objectives tied to incentive payments to drive performance that is intended to
support the long-term performance of the Company.
The foregoing summary of the Plan is qualified in its entirety by reference to
the full text of the Plan, a copy of which is attached as Exhibit 10.1 hereto
and incorporated herein by reference. A form of grant letter to be used under
the Plan is attached as Exhibit 10.2 hereto and incorporated herein by
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Executive Bonus Plan
10.2 Form of bonus grant letter
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