Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 20, 2017, the compensation
committee (the “Compensation Committee”) of the Board of Directors of Ekso Bionics Holdings, Inc. (the
“Company”) approved the Ekso Bionics Holdings, Inc. 2017 Short Term Incentive Plan (the “Plan”),
which is designed to provide cash bonus awards to the Company’s executive officers subject to the achievement of goals
established by the Compensation Committee related to corporate performance in 2017.
The amount of the
cash bonus that any executive officer will be eligible to receive is based on a predetermined target percent of his base salary.
For Thomas Looby, our Chief Executive Officer, the annual cash incentive award target level is 50% of his annual base salary for
2017. For each of Maximilian Scheder-Bieschin, our Chief Financial Officer, Gregory Davault, our Vice President, Global Marketing
and Russell DeLonzor, our Vice President, Operations, the annual cash incentive award target level is 40% of his annual base salary
for 2017. For Russdon Angold, President of Ekso Labs, the annual cash incentive award target level is 30% of his annual base salary
for 2017.
Payment of
cash bonuses under the Plan will be based upon achievement of specific corporate goals established by the Compensation Committee
and described below, which are weighted from 5-100%, depending on the role and responsibilities of each individual executive officer.
In
determining whether the Company’s corporate goals have been achieved, the Compensation Committee may consider achievements
and other factors (positive and negative) it considers appropriate.
The
following
is a description of the 2017 corporate goals:
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Strategic Goals
based on Company objectives related to financing initiatives and
operating expenses.
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Medical Goals
based on Company objectives related to the Company’s medical
products commercialization objectives, product development and units sold.
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Industrial Goals
based on Company objectives related to industrial units sold.
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For each performance
criteria, the Compensation Committee established target levels of performance to earn 100% of the portion of the bonus allocated
to the achievement of the performance criteria. In addition, in order to encourage the executive officers to exceed the target
performance related to specific goals, the Compensation Committee also set above target and maximum levels of performance for certain
specific goals to earn 150% or 200% of the portion of the bonus allocated to the achievement of such goals, as applicable.
Following completion of the fiscal year
ending December 31, 2017, the Compensation Committee will evaluate the performance of the Company and each executive officer against
the 2017 corporate goals and will determine the amount of the cash award, if any, to be paid to each of the executive officers
under the Plan. The Compensation Committee has the authority to make discretionary adjustments to the annual cash incentive program,
including the ability to make additional awards based on the Company’s executive officers’ performance and to modify
the corporate and individual performance targets and to increase or decrease the amount of the awards that the Company’s
executive officers receive in conjunction with their achievement of the targets and also based upon the Company’s cash resources
as of December 31, 2017 and the date of the payment of the annual cash incentive awards.
On April 20, 2017, the Compensation Committee
also approved the grant of an option to purchase 107,500 shares to Mr. Looby, an option to purchase 50,000 shares to Mr. Scheder-Bieschin,
an option to purchase 15,000 shares to Mr. Angold and options to purchase 12,500 shares to each of Messrs. Davault and DeLonzor.
Each of these options have an exercise price of $2.85 per share, equal to the fair market value on the date of grant, and become
exercisable as to 25% of the total number of shares on the one-year anniversary of the date of grant, and thereafter vest monthly
in 36 equal installments. Each of the above-referenced shares was awarded under the Company’s Amended and Restated 2014 Equity
Incentive Plan (the “2014 Plan”), approved by the Company’s stockholders. The form of employee option agreement
was attached as Exhibit 10.14 to the Company’s Current Report on Form 8-K filed on January 23, 2014 and is incorporated herein
by reference.
Also, on April 20, 2017, the Compensation
Committed approved the grant of 75,000 restricted stock
units to Mr. Looby, 37,000 restricted stock units to Mr. Scheder-Bieschin, 7,000 restricted stock units to Mr. Angold and 11,250
restricted stock units to each of Messrs. Davault and DeLonzor. Each restricted stock unit corresponds to one share of the Company’s
common stock which becomes issuable upon vesting. The restricted stock units vest in four equal annual installments, beginning
on the one-year anniversary of the date of grant. Each of the above referenced restricted stock units was awarded under the 2014
Plan and is subject to the terms of the 2014 Plan and a restricted stock unit agreement between the Company and the executive.
Pursuant to the terms of the restricted stock unit agreement, if the executive’s service with the Company or any of its subsidiaries
terminates for any reason, all remaining unvested restricted stock units will be forfeited, except that in the event the executive’s
service is terminated by the Company without cause or by the executive with good reason within 12 months following a change of
control (as defined in the 2014 Plan), any remaining unvested restricted stock units will automatically vest on the executive’s
date of termination. The form of restricted stock unit agreement will be filed as an exhibit to the Company’s next quarterly
report on Form 10-Q.
The foregoing descriptions of the employee
option agreement and the restricted stock unit agreement do not purport to be complete and are qualified in their
entirety by reference to the form of employee option agreement and restricted stock unit agreement, respectively.