2012 Equity Incentive Plan Grants to Executive Officers
This agreement outlines the 2012 Equity Incentive Plan for the company's executive officers, granting them non-qualified stock options and performance-based restricted stock units. The stock options vest over four years, with half vesting after two years and the rest vesting annually over the next two years. The restricted stock units vest after three years if certain earnings-per-share growth targets are met, with the possibility of earlier vesting if higher performance targets are achieved. The plan is designed to incentivize and reward the company's top executives based on company performance.
Exhibit 10.3
2012 Equity Incentive Plan
The 2012 Equity Incentive Plan provides for the issuance of equity incentive awards in the form of (i) non-qualified stock options; and (ii) performance-based restricted stock units.
| Executive Officer | Performance-Based Restricted Stock Units (# shares) | Non-Qualified Stock Options (# shares) | ||||||
| Douglas Bryant President and Chief Executive Officer | 5,618 | 120,393 | ||||||
| Robert Bujarski Senior Vice President, Business Development and General Counsel | 1,962 | 42,038 | ||||||
| Scot McLeod Senior Vice President, Operations | 1,452 | 31,125 | ||||||
| Mark Smits Senior Vice President, Commercial Operations, North America | 1,635 | 35,031 | ||||||
| Timothy Stenzel Chief Scientific Officer | 1,962 | 42,038 | ||||||
| Randall Steward Chief Financial Officer | 1,452 | 31,125 | ||||||
| John Tamerius Senior Vice President, Clinical and Regulatory Affairs | 1,635 | 35,031 | ||||||
The vesting period for the non-qualified stock options is four years with the first 50% of such stock options vesting at the end of the second-year anniversary of the grant date and the remainder vesting 25% annually on each of the following two anniversaries thereafter. Vesting for the performance-based restricted stock units has a three-year cliff and is tied to achievement of a performance metric of compounded annual growth rate in earnings-per-share (EPS) in 2014 compared to a baseline EPS determined by the Compensation Committee for 2011. In addition, in the event that the Company achieves certain elevated performance metrics prior to the end of the three-year vesting period (defined by the Compensation Committee with pre-determined elevated EPS targets in either 2012 or 2013), the performance-base restricted stock units will be deemed to have met the performance requirements and will convert to time-based vesting for the remainder of the three-year term.
