2012 Corporate Goals for Strategic Leadership Team Approved by the Compensation Committee on February 7, 2012

Contract Categories: Human Resources - Compensation Agreements
EX-10.37 4 d339769dex1037.htm EXHIBIT 10.37 Exhibit 10.37

Exhibit 10.37

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 CFR §§ 200.80(b)(4) and 230.406

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*  

³ [***]% growth

      200 % 

³ [***]% growth

      175 % 

³ [***]% growth

      150 % 

³ [***]% growth

      125 % 

³ [***]% ([***])

      100 % 

³ [***]% growth ([***])

      50 % 

³ [***]% growth

      25 % 

£ [***]% 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: [***] 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.

 

[***] Certain confidential information in this document, marked by bracketed asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 promulgated under the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to the omitted portions.