UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR
15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 11, 2010
OMNICELL, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-33043 |
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94-3166458 |
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(State or other
jurisdiction of
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(Commission File Number) |
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(IRS Employer
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1201 Charleston Road
Mountain View, CA 94043
(Address of principal executive offices, including zip code)
(650) 251-6100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 11, 2010, at a meeting of the Compensation Committee (the “ Committee ”) of the Board of Directors of Omnicell, Inc. (the “ Company ”), the Committee approved the terms of the Company’s Quarterly Executive Bonus Plan for 2010 (the “ 2010 Bonus Plan ”), effective in the second quarter of 2010. The Company’s full-time director-level employees and above, including the Company’s named executive officers, are eligible to participate in the 2010 Bonus Plan.
Cash bonuses, if any, for the first quarter of 2010 will be paid under the Company’s Quarterly Executive Bonus Plan for 2009 (see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2009 for more information regarding the Company’s Quarterly Executive Bonus Plan for 2009).
For a 2010 Bonus Plan participant (a “ Participant ”) to be eligible for a quarterly bonus, the 2010 Bonus Plan requires 100% achievement by the Company of the Corporate Target(s) (as such term is defined in the 2010 Bonus Plan). Under the 2010 Bonus Plan, the Committee may set one or more Corporate Target(s) on a quarterly or annual basis related to the Company’s financial performance, and may be derived from the following metrics (but are not limited to): profitability, revenue, operating income/expense/margin, expense controls, etc.
If the Corporate Target is achieved, a Participant is eligible to receive a bonus up to a specified percentage of the Participant’s quarterly salary. The bonus is determined based on the Participant’s achievement of certain individual objectives (“ Individual Targets ”). If the Corporate Target and all of a Participant’s Individual Targets are achieved, the Participant will receive 100% of his/her eligible bonus amount (the “ Incentive Target ”). The following sets forth the Incentive Target and eligible bonus on a quarterly basis for each of the Company’s executive officers under the 2010 Bonus Plan (assuming achievement of the Corporate Target and all of such executive officer’s Individual Targets):
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Name |
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Title |
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Incentive Target(1) |
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Maximum Eligible
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Randall A. Lipps |
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Chairman, President and Chief Executive Officer |
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125 |
% |
$ |
144,375 |
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Robin G. Seim |
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Chief Financial Officer and Vice President Finance, Administration and Manufacturing |
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90 |
% |
$ |
59,625 |
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J. Christopher Drew |
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Senior Vice President, Field Operations |
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90 |
% |
$ |
66,150 |
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Dan S. Johnston |
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Vice President and General Counsel |
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90 |
% |
$ |
55,125 |
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Nhat Ngo |
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Vice President, Strategy and Business Development |
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90 |
% |
$ |
55,125 |
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Marga Ortigas-Wedekind |
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Vice President, Global Marketing and Product Development |
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90 |
% |
$ |
59,625 |
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(1) See the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2010 for more information regarding the changes in annual salaries of certain of the Company’s executive officer’s effective April 1, 2010.
(2) Amounts in this column reflect the dollar value of the maximum eligible quarterly bonus but does not reflect achievement of (or failure to achieve) any Strategic Goals (as defined below). The maximum eligible quarterly bonus applies to second, third and fourth quarter of 2010 and may be paid in cash, equity or a combination thereof.
For non-executive officer level employees, Individual Targets will be set by management. The Committee, with the input of the Chief Executive Officer, will set the Individual Targets for the executive officers other than the Chief Executive Officer. The Committee will set the Individual Targets for the Chief Executive Officer. Each Individual Target will have a percentage weight associated with it, such that achievement of that particular Individual Target will correspond to an equal percentage of the total Incentive Target. Once the Corporate Target is achieved, the quarterly bonus payment will be determined based on the percentage of the Participant’s achieved Individual Targets (such amount, the “ Actual Bonus ”).
On a quarterly and annual basis, the Committee may also set one or more other strategic goals that function as either a bonus multiplier or bonus reduction mechanism (the “ Strategic Goals ”). The Strategic Goals are determined by the Committee at its discretion and are designed to enhance or drive desired performance for a particular strategic objective of the Company. The Committee has the discretion to set a Strategic Goal such that achievement of the Strategic Goal may result in a specified percentage increase of a Participant’s Actual Bonus or failure to achieve the Strategic Goal may result in a specified percentage decrease of a Participant’s Actual Bonus.
The Committee may alter any Actual Bonus based on such factors as achievement of publicly announced targets, product milestones, strategic goals, cross-functional teamwork and collaboration and unforeseen changes in the economy and/or geopolitical climate.
The payment of an Actual Bonus under the 2010 Plan, may at the Committee’s discretion be payable in cash, equity or a combination thereof.
The foregoing description is subject to, and qualified in its entirety by, the 2010 Bonus Plan, which is attached hereto as Exhibit 10.1.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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OMNICELL, INC. |
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Dated: March 17, 2010 |
By: |
/s/ Dan S. Johnston |
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Dan S. Johnston, |
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Vice President and General Counsel |
Exhibit 10.1
OMNICELL, INC. 2010 QUARTERLY EXECUTIVE BONUS PLAN
(Effective beginning April 1, 2010)
OBJECTIVES:
1) Drive earnings predictability and revenue growth;
2) Drive execution of operating plan and strategic objectives; and
3) Motivate and inspire employees to contribute at peak performance levels.
ELIGIBILITY : Certain employees at the Director level and above (including Section 16 executive officers) who are employed full-time by Omnicell during an eligibility period (fiscal quarter) are eligible for the Executive Bonus Plan. If an individual is hired after the fifteenth day of the second month of the relevant quarter, or is no longer employed by Omnicell as of the last day of the relevant quarter, the employee is not eligible to participate in the Executive Bonus Plan for that quarter.
CORPORATE TARGET THRESHOLD : Before any Individual Incentive Targets are paid, the Corporate Target(s) must be fully achieved; however, achieving the Corporate Target(s) does not have a bonus value associated with it.
STRATEGIC GOALS : The Compensation Committee of the Board of Directors (the “Committee”), at its discretion, may set strategic incentive goals, applied to each participant or any subset thereof, and that may be utilized as a bonus influencer mechanism, reducing or increasing an individual’s actual cash bonus.
INDIVIDUAL INCENTIVE TARGET : The Incentive Target is stated as a percentage of quarterly base salary. 100% of the total Incentive Target is based on achievement of the quarterly Individual Targets. It is anticipated that the Incentive Target levels will range from 25% to 200% of an individual’s quarterly salary depending on the seniority level of the participant, or in the case of the Section 16 executive officers, as set by the Committee.
PAYMENT SCHEDULE AND FORM : The Incentive Target is paid on a quarterly basis typically in the first payroll period after the Compensation Committee of the Board of Directors (the “Committee”) has determined that the Corporate Target(s) for a particular quarter were reached. The Committee may determine at its discretion whether the Incentive Targets are paid in cash, equity or any combination thereof.
BONUS COMPONENTS:
Corporate Target Threshold: the Corporate Target(s) are one or more targets set at the discretion of the Committee on either a quarterly or annual basis that are intended to drive the Company towards desired outcomes regarding overall corporate performance and may include metrics, including but not limited to: profitability, sales success, expense controls, operating income/expense/margins, etc. Fulfillment of the Corporate Target(s) requires 100% achievement of each of the targets set by the Committee for the relevant period.
Strategic Goals(s): the Strategic Goals(s) are one or more goals set at the discretion and determination of the Committee for either a specific quarter or on an annual basis that the Committee may utilize to enhance or drive desired performance to a particular strategic objective.
Individual Incentive Target: the Incentive Target is based on achievement of goals tied to the corporate operating plan and strategic objectives. This target is achieved by meeting the quarterly individual objectives (MBOs) set by the individual’s manager, or in the case of Section 16 executive officers, as approved by the Committee.
DIRECTION AND ADMINISTRATION
· The CEO may adjust the percentage weightings within the Plan to redirect behavior based on changes in the economic environment, immediate needs of the Company, changes in long-term strategies and individual career growth and development throughout the fiscal year.
· Participation in the Plan is at the discretion of the Company’s management. The Company reserves the right to make changes to the Plan at any time. The Committee may alter the incentive payout based on achievement of publicly announced targets, product milestones, strategic goals, cross functional teamwork and collaboration, and unforeseen changes in the economy and/or geopolitical climate.