2012 Corporate Goals and Bonus Plan for Strategic Leadership Team

Summary

This document outlines the 2012 performance goals and bonus criteria for the company's Strategic Leadership Team, as approved by the Compensation Committee. Bonuses are based on revenue growth compared to the prior year, successful clearance and launch of the Vantera product, and completion of a successful IPO. Each goal has specific targets and weightings, with adjustments for timing and cash requirements. If the Vantera product does not receive FDA approval in 2012, no bonus will be paid for that component. The Compensation Committee has discretion over final bonus determinations.

EX-10.38 7 exhibit10382012corporatego.htm EXHIBIT Exhibit 10.38

Exhibit 10.37

2012 Corporate Goals for Strategic Leadership Team

Approved by the Compensation Committee on February 7, 2012

Revenue Growth versus Prior Year (60%)




Total Revenue Growth Vs. Prior Year	Funding*
≥ 21% growth	200	%
≥ 19% growth	175	%
≥ 17% growth	150	%
≥ 16% growth	125	%
≥ 14% (Budgeted Revenue Growth)	100	%
≥ 13% growth (Street)	50	%
≥ 12% growth	25	%
≥ 12% growth	No Payout



*	Subject to a cash override: must maintain cash above 95% of year-end cash budget—otherwise the achieved revenue payout ($) will be discounted by 20%.

Vantera Clearance and Launch (30%)


•	Q2: CLIA registration of Vantera (10% weighting)


•	Q2: Internal launch of Vantera for use in reporting clinical commercial results (20% weighting)


•	Q3: FDA clearance (50% weighting)


•	Q4: LabCorp initial satisfaction levels support positive external references (20% weighting)

For purposes of these metrics, Q2, Q3, and Q4 are defined as the last day of each respective quarter.

Furthermore, for each component a 10% increase/decrease in bonus will be applied for beating/missing the timeline goal by 30 days, 20% increase/decrease for 31 to 60 days, 25% increase/decrease for 61 to 90 days. The bonus amount will be at the discretion of the compensation committee for any overachievement or delay greater than 91 days.

If Vantera is not FDA approved in 2012, the entire Vantera payout will be zero.

Third Component: Successful IPO (10%)

While the Board is evaluating several pathways to ensure that the company is adequately capitalized, the IPO is the clear preference, and this component reflects that desired outcome.

The exact determination of whether the IPO was a successful IPO will be decided by the Board Compensation Committee in consultation with the Pricing Committee following completion of the IPO.