Baxano Surgical, Inc. 2014 Restricted Stock Unit (RSU) Retention Program Terms
Baxano Surgical, Inc. has established a 2014 Retention Program granting Restricted Stock Units (RSUs) to key managers and contributors, as approved by the CEO and Compensation Committee. The program aims to retain talent and reward near-term performance, offering RSUs equal to one year’s salary at a set share price. Vesting is 75% time-based over three years and 25% performance-based, contingent on achieving specific revenue growth targets by the end of fiscal 2016. The RSUs are issued under the company’s 2007 Stock Incentive Plan.
Exhibit 10.1
BAXANO SURGICAL, INC.
TERMS OF 2014 RESTRICTED STOCK UNIT (RSU) RETENTION PROGRAM
| Goals: | · Provide a collective retention plan via the use of RSUs for all key managers and individual contributors given underwater status of almost all outstanding stock options · Focus on near-term performance in addition to retention in order to minimize risk of losing key talent
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| Pool of Available Shares
| 3,055,997 shares to be issued pursuant to the 2007 Stock Incentive Plan |
| Eligible Employees: | All executives and management and key individual contributors, as determined by the CEO with input from his executive team and as approved by the Compensation Committee
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| Award Amount: | A number of stock-settled RSUs reflecting 1x current salary at target value of $3.00 per share of common stock (i.e., current salary/$3.00), rounded up or down to the nearest whole RSU
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| Basis of Award Vesting: | · 75% time-based, rounded up to the nearest whole RSU · 25% performance-based, rounded down to the nearest whole RSU
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| Time-based Award Vesting: | · 25% vests on first anniversary of grant date, rounded up or down to the nearest whole RSU · 37.5% vests on second and third anniversaries of grant date, rounded up or down to the nearest whole RSU
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| Performance-based Award Vesting: | 100% vests upon the achievement of a 30% increase in company revenue year-over-year for two successive quarters by the end of fiscal 2016
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| Grant date: | The date on which the Compensation Committee approves the RSU awards
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