Accelerate Diagnostics, Inc. (NASDAQ:AXDX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 21, 2018, the Compensation Committee of the Board of
Directors of Accelerate Diagnostics, Inc. (the Company) approved
the 2019 Salary Waiver and Nonqualified Stock Option Grant Plan
(the Sub-Plan) to be established to the Accelerate Diagnostics,
Inc. 2012 Omnibus Equity Incentive Plan (the 2012 Plan).
to the Sub-Plan, each eligible employee will be permitted to
irrevocably waive a portion of the base compensation (e.g.,
salary) scheduled to be paid to them in 2019 in exchange for a
grant of nonqualified stock options of the Company (the Options),
which will be awarded to the 2012 Plan in January 2019. Eligible
employees include all United States-based, full-time employees of
the Company and its subsidiaries who were employed as of December
20, 2018. An eligible employee participating in the Sub-Plan is
required to submit a salary waiver agreement (the Waiver
Agreement), a form of which is attached as Exhibit 10.2 hereto,
which is irrevocable after December 31, 2018.
The minimum amount of salary that can be waived is $5,000 and
amounts in excess of $5,000 must be denominated in additional
increments of $5,000. The maximum amount of salary that can be
waived is 50% of base compensation (determined by reference to
the eligible employees base compensation rate effective as of
January 1, 2019), provided, that, no participant will receive
base cash compensation that is less than the applicable statutory
minimum wage.
The number of Options that will be awarded to each participant in
January 2019 to the Sub-Plan will be determined by multiplying
the amount designated in the participants Waiver Agreement by
four and dividing such amount by the 30-day trailing average
closing price of the Companys common stock as of December 21,
2018, with such amount rounded to the nearest whole share.
Subject to continued full-time employment, the Options will vest
and become exercisable in equal monthly installments, on the last
day of each month, over 12 months, with the first installment
vesting on January 31, 2019 and the last installment vesting on
December 31, 2019.
Upon termination of employment for any reason other than death or
disability, the vested portion of the Options, if any, may
generally be exercised for 90 days following termination of
employment. Upon termination of employment by reason of death or
disability, the vested portion of the Options, if any, may
generally be exercised for 12 months following termination of
employment.
The foregoing description of the Sub-Plan and the Waiver
Agreement is not complete and is qualified in its entirety by
reference to the full text of the Sub-Plan and the Waiver
Agreement, which are filed herewith as Exhibit 10.1 and 10.2,
respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
| (d) |
Exhibits.The following materials are filed as exhibits to this Current Report on Form 8-K: |
| 10.1* | 2019 Salary Waiver and Nonqualified Stock Option Grant Plan |
| 10.2* | Form of Salary Waiver Agreement |
* Management contract or compensatory plan or arrangement.
Accelerate Diagnostics, Inc Exhibit
EX-10.1 2 tv510057_ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 2019 SALARY WAIVER AND NONQUALIFIED STOCK OPTION GRANT PLAN under the ACCELERATE DIAGNOSTICS,…
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About Accelerate Diagnostics, Inc. (NASDAQ:AXDX)
Accelerate Diagnostics, Inc. is an in vitro diagnostics company engaged in providing solutions that improve patient outcomes and lower healthcare costs through the diagnosis of serious infections. The Company’s technology platform is built to address these challenges by delivering testing of infectious pathogens in various patient sample types. The Company is focused on the development of a rapid diagnostic platform, the Accelerate ID/AST System (ID/AST System or Accelerate ID/AST System), intended for the diagnosis of infectious pathogens. The ID/AST System utilizes genotypic technology to identify (ID) infectious pathogens and phenotypic technology to conduct antibiotic susceptibility testing (AST), which determines whether live bacterial or fungal cells are resistant or susceptible to a particular antibiotic. The ID/AST System features walk-away automation and consists of a fixed instrument and single-use test kit.