- Current report filing (8-K)
October 28 2008 - 5:08PM
Edgar (US Regulatory)
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): October 22, 2008
CardioNet, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of incorporation)
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001-33993
(Commission File Number)
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33-0604557
(I.R.S. Employer
Identification No.)
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227
Washington Street #300
Conshohocken, Pennsylvania
(Address of principal executive offices)
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19428
(Zip Code)
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Registrants telephone number, including area
code:
(610) 729-7000
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 (see General Instruction A.2. below):
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
October 22, 2008, the Compensation Committee of our Board of Directors
(the Committee) approved the CardioNet, Inc. Management Incentive Plan
(the MIP). The MIP provides for the
payment of cash bonuses to members of our management, including our executive
officers, tied to individual and corporate performance goals approved by the
Committee. A copy of the MIP is attached
hereto as Exhibit 10.1 and incorporated herein by reference. Under the MIP, the Board of Directors or
Committee yearly selects the individual and corporate performance goals for the
upcoming year and determines how the achievement of those goals will be
measured the amount of the bonuses determined.
For 2008, the Committee determined that the corporate performance
measure is earnings per share, as determined by the Committee, and established
minimum, target and maximum earnings per share goals. The Committee also determined that corporate
performance would account for 80% of an individuals bonus eligibility and
individual performance would account for 20% of an individuals bonus
eligibility. However,
if actual corporate financial performance is
below the minimum goal, no awards will be paid under any element of the
MIP. Between the minimum and the maximum
goals, payouts range between 50% of an individuals target bonus and 200% of an
individuals target bonus. For our named
executive officers, the
individual target bonuses approved by the Committee, expressed as a percentage
of each persons base salary, were as follows:
Arie Cohen
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90
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%
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Martin Galvan
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60
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%
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John Imperato
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60
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%
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Anna McNamara
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50
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%
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Manny Gerolamo
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50
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%
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Also
on October 22, 2008, the Committee approved the CardioNet, Inc. Long
Term Incentive Plan (the LTIP), which provides for annual grants of
restricted stock and stock options under the CardioNet 2008 Equity Incentive
Plan to members of our management, including our executive officers, based on
the achievement of a corporate goal based on adjusted earnings per share, to be
determined yearly by the Board or Committee.
A copy of the LTIP is attached hereto as Exhibit 10.3 and
incorporated herein by reference. If
corporate financial performance meets the specified earnings per share goal,
the participants in the plan will receive awards based on each individuals
target dollar value, which is determined by the Committee. For our named executive officers, the
individual target dollar values approved by the Committee for 2008, expressed
as a percentage of each persons base salary, were as follows:
Arie Cohen
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150
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%
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Martin Galvan
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75
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%
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John Imperato
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75
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%
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Anna McNamara
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50
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%
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Manny Gerolamo
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50
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%
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One-half
of the target dollar value will be converted into a stock option award (based
on the Black-Scholes value of the option at the time of grant). The stock option will have a 10-year term and
vest 25% per year on the first 4 anniversaries of the date of grant. One-half of the dollar value will be
converted into a restricted stock award (based on the closing stock price on
the date of grant). The restricted stock
award will vest in full on the third anniversary of the date of grant. Awards will be granted following the
determination of the corporate financial performance in each year. The target dollar values will be adjusted by
up to 40% above or below the target dollar value stated above in the event that
corporate performance exceeds or does not meet the target earnings per share
goal.
Item
9.01 Financial Statements and Exhibits.
Exhibits
10.1
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CardioNet, Inc.
Management Incentive Plan.
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10.2
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CardioNet, Inc.
Long Term Incentive Plan.
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2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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CARDIONET, INC.
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Dated:
October 28, 2008
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By:
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/s/
Martin P. Galvan
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Name:
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Martin
P. Galvan
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Title:
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Chief
Financial Officer
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3
INDEX TO EXHIBITS
Exhibit
Number
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Description
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10.1
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CardioNet, Inc.
Management Incentive Plan.
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10.2
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CardioNet, Inc.
Long Term Incentive Plan.
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4
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