Description of OraSure Technologies, Inc. Management Stock Award Guidelines January 26, 2005
Exhibit 10.16
Description of OraSure Technologies, Inc.
Management Stock Award Guidelines
January 26, 2005
On January 26, 2005, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of OraSure Technologies, Inc. (the “Company”) amended the Company’s Stock Option Award Guidelines for the Company’s management (the “Award Guidelines”). The purpose of the Award Guidelines was to establish a framework for granting stock awards in order to reward individual performance by the Company’s management team against stated objectives. Employees covered by the Award Guidelines are at the director level and above, and include all Company officers.
The Award Guidelines were amended to provide for target stock awards containing a mix of restricted shares and stock awards. This amendment was approved by the Committee in response to the change in accounting rules that will require the expensing of stock awards for financial reporting purposes. The Committee also concluded that a mixed award would provide an appropriate long-term incentive for the Company’s management.
Awards under the Award Guidelines, as amended, in any fiscal year will continue to depend on an employee’s achievement of individual performance objectives. Each employee’s individual performance will be evaluated against his or her performance to determine if that individual meets expectations, exceeds expectations or has performed in an outstanding manner. Set forth below are annual award targets assuming that the participating employees are evaluated as having met expectations for the fiscal year in question:
| Award Targets (No. of Shares) | ||||
| Restricted Shares | Stock Options | |||
| Chief Executive Officer | 52,500 | 45,000 | ||
| Executive Vice President | 21,000 | 18,000 | ||
| Senior Vice President | 14,000 | 12,000 | ||
| Vice President | 8,750 | 7,500 | ||
| Director | Up to 2,625 | Up to 2,250 | ||
If an employee’s performance is evaluated to exceed expectations or to be outstanding, the amount of that employee’s award could be up to 150% of the applicable annual target set forth above. If an employee’s performance is evaluated to be below expectations, his or her award could be 50-75% of the applicable target set forth above. Any employee whose performance is evaluated to be unsatisfactory would receive no stock awards.
Performance objectives for individual employees will be derived from the Company’s corporate objectives for the applicable fiscal year, concerning financial performance, strategic planning, research and development, business development, regulatory affairs and quality control, manufacturing, engineering, information systems, sales and marketing, human resources, investor relations matters and/or such other objectives chosen by the Board. Awards are expected to reflect a weighted average measurement of an employee’s achievement of his or her individual performance objectives.
Employees must be employed by the Company at the end of the fiscal year in question and at the time of grant in order to receive a stock award, and awards may be adjusted on a pro rata basis to the extent any employee is employed for only a portion of a year. The Chief Executive Officer will recommend individual awards for all covered employees (other than the Chief Executive Officer) to the Committee based on an assessment of each individual’s performance against his or her applicable performance objectives. The Committee may approve or disapprove any recommended award in whole or in part in its sole discretion. The Committee will evaluate the performance of the Chief Executive Officer and recommend for Board approval an appropriate award in accordance with the Award Guidelines, as amended, and such evaluation.
