CAREDX, INC. (NASDAQ:CDNA) 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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 29, 2019, the Compensation Committee of the Board of Directors (the Compensation Committee) of CareDx, Inc. (the Company) adopted the CareDx, Inc. 2019 Inducement Equity Incentive Plan (the Plan). The Plan is substantially similar to the CareDx, Inc. 2014 Equity Incentive Plan, as amended, approved by the Companys stockholders on June 20, 2018 and the CareDx, Inc. 2016 Inducement Equity Incentive Plan, adopted by the Compensation Committee on April 21, 2016. The Plan will serve to advance the interests of the Company by providing a material inducement for the best available individuals to join the Company as employees by affording such individuals an opportunity to acquire a proprietary interest in the Company.
The Plan provides for the grant of equity-based awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units and performance units solely to prospective employees of the Company or an affiliate of the Company provided that certain criteria are met. Awards under the Plan may only be granted to an individual, as a material inducement to such individual to enter into employment with the Company or an affiliate of the Company, who (i) has not previously been an employee or director of the Company or (ii) is rehired following a bona fide period of non-employment with the Company. The maximum number of shares available for grant under the Plan is 200,000 shares of the Companys common stock. The Plan is administered by the Compensation Committee and expires ten years from the date of effectiveness.
The Plan has not been and will not be approved by the Companys stockholders. Awards under the Plan will be made to the exemption from Nasdaq stockholder approval requirements for equity compensation provided by Nasdaq Listing Rule 5635(c)(4), which permits Nasdaq listed companies to make inducement equity awards to new employees without first obtaining stockholder approval of the award.
The foregoing description of the Plan does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Plan, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| 10.1 | CareDx, Inc. 2019 Inducement Equity Incentive Plan. |