Approval
of 2007 Incentive Bonuses. On January 31, 2008, our Compensation
Committee awarded the following cash bonuses to our named executive
officers
pursuant to our 2007 Executive Management Incentive Compensation
Plan, which
provides for such bonuses based upon the corporate and individual
achievements
of specified objective performance goals for the year:
Christopher
Calhoun, CEO
Bonus
Awarded: $172,200
Marc
Hedrick, President
Bonus
Awarded: $124,100
Mark
Saad, Chief Financial Officer
Bonus
Awarded: $99,225
Seijiro
Shirahama, President – Asia Pacific
Bonus
Awarded: $55,250
Bruce
Reuter, Sr. Vice President – International Sales, Marketing &
Distribution
Bonus
Awarded: $46,575
On
January 31, 2008, the Compensation Committee also issued to Mr.
Calhoun, Dr.
Hedrick, Mr. Saad, Mr. Shirahama and Mr. Reuter options to purchase
up to
85,000, 60,000, 55,000, 55,000 and 30,000 shares of our common
stock,
respectively, all with 48-month vesting schedules.
We
expect Mr. Calhoun, Dr. Hedrick, Mr.
Saad, Mr. Shirahama and Mr. Reuter to be our “named executive officers” by
virtue of their status as our Principal Executive / Principal Financial
Officers, and/or based upon their total compensation received for
fiscal
2007.
Agreements
for Acceleration and/or Severance. On January 31, 2008, the
Company entered into individual change of control agreements (in
forms approved
by the Board of Directors) (the “Agreements”) with Mr. Calhoun, Dr.
Hedrick, and Mr. Saad. The Agreements will provide for certain
severance benefits to be paid to each of these executives in the
event of his
involuntary termination without cause, or due to the executive’s resignation for
good reason (including the Company’s material breach of its obligations,
material reduction in duties, responsibilities, compensation or
benefits, or
relocation by more than 30 miles without prior consent), provided
such
termination or resignation occurs in connection with an acquisition
of the
Company. Upon such termination or resignation, Mr. Calhoun would
receive a lump sum payment of 18 times his monthly base salary,
and 18 times his
monthly COBRA payments, and Dr. Hedrick and Mr. Saad would each
receive a lump
sum payment of 12 times his monthly base salary, and 12 times his
monthly COBRA
payments. Notwithstanding the foregoing, these executives’ employment
may be terminated for cause (including extended disability, repudiation
of the
Agreement, conviction of a plea of no contest to certain crimes
or misdemeanors,
negligence that materially harms the company, failure to perform
material duties
without cure, drug or alcohol use that materially interferes with
performance,
and chronic unpermitted absence) without triggering an obligation
for the
Company to pay severance benefits under the Agreements.
In
addition, under the Agreements, any unvested stock options granted
to each of
the above named executives would vest in full upon (1) the date
of the
executive’s termination under the circumstances described above following
entry
into an acquisition agreement (subject to the actual consummation
of the
acquisition) or (2) consummation of an acquisition.
In
all events, each
executive’s entitlement to the benefits described above is expressly conditioned
upon his execution and delivery to the Company of an Agreement
and General
Release of claims, in the form to be attached to the
Agreement.