Item 5.02.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Bonus
Arrangements
On February 13, 2008, the Compensation Committee
of the Board of Directors of PLC Systems Inc. (the “Registrant”) adopted bonus
arrangements for Mark R. Tauscher, the Registrant’s President and Chief
Executive Officer, James G. Thomasch, the Registrant’s Senior Vice President of
Finance and Administration, Chief Financial Officer and Treasurer, Kenneth J.
Luppi, the Registrant’s Vice President of Operations, Dr. Robert I. Rudko,
the Registrant’s Chief Scientific Officer, and Vincent C. Puglisi, the
Registrant’s Managing Director, International.
Messrs. Tauscher,
Thomasch and Luppi and Dr. Rudko
will each receive a bonus based (i) 70%
on the attainment of defined milestones related to
patient enrollment during the fiscal year ending December 31, 2008 in the
U.S. pivotal clinical trial for
the Registrant’s RenalGuard
System
, (ii)
25%
on the attainment of defined milestones
during the fiscal year ending December 31, 2
008
related to
patient enrollment in the
Registrant’s clinical trial for the RenalGuard System in Italy and
sales of disposable RenalGuard products
in Italy, and (iii) 5%
on the financial performance of the
Registrant’s transmyocardial revascularization (“TMR”) business
during the fiscal year ending December 31,
2008
.
The target bonus payment for Mr. Tauscher is 50%
of his base salary, for Mr. Thomasch is 40% of his base salary, and for Mr. Luppi
and Dr. Rudko is 30% of each of their respective base salaries. The bonus payments may be adjusted downward
if the Registrant does not attain the defined milestones or the financial
performance of the Registrant’s TMR business does not meet the targets, and the
bonus payments may be adjusted upward if the defined milestones related to
patient enrollment in the U.S. pivotal clinical trial are exceeded.
Mr. Puglisi
will receive a bonus based (i)
75%
on the financial performance
of the Registrant’s international business
during the fiscal year ending December 31, 2008
and (ii)
25%
on the attainment of defined milestones during the
fiscal year ending December 31, 2
008
related to
patient enrollment in the
Registrant’s clinical trial for the RenalGuard System in Italy and
sales of disposable RenalGuard products
in Italy. The maximum bonus payment for Mr. Puglisi
is 30% of his base salary.
Salary
Adjustments
On February 13, 2008, the Compensation Committee
also approved a 4% increase to the salaries of Messrs. Tauscher,
Thomasch, Luppi
and Puglisi and Dr. Rudko, retroactive to January 1, 2008. T
he Compensation Committee also approved an additional
$5,000 increase to Mr. Luppi’s salary (applied after the 4% increase)
based on market analysis of salaries for executives with similar
responsibilities. As a result, the
salaries for the fiscal year ending December 31, 2008 for Messrs. Tauscher,
Thomasch, Luppi and Puglisi and Dr. Rudko are $310,247, $194,776,
$164,625, $161,537 and $214,454, respectively.
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