GENOMIC HEALTH,INC. (NASDAQ:GHDX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September26, 2017, the Board of Directors of Genomic Health,Inc. (the “Company”) adopted the Genomic Health,Inc. Deferred Compensation Plan (the “Plan”). The Plan will be effective as of January1, 2018. The Plan is intended to be an “unfunded” plan and will be maintained by the Company primarily for the purpose of providing deferred compensation to a select group of employees and members of the Board of Directors. Accordingly, the Plan is also intended to be exempt from Sections 201(2), 301(a)(3)and 401(a)(1)of the Employee Retirement Income Security Act of 1974, as amended, and to comply with the requirements of Section409A of the Internal Revenue Code of 1986, as amended. Deferred Compensation under the Plan will consist of elective deferrals, if any, made by Plan participants. Deferrals under the plan will be fully vested at all times. Under the Plan, the Company will provide participants with the opportunity to defer a maximum of 75% of their base salary, bonuses, commercial incentives and Board of Directors fees (or such other percentage that may be prescribed by the Plan administrator). Payment obligations, if any, under the Plan are payable in cash on a date or dates selected by the participant to the terms of the Plan, or upon certain specified events such as termination of employment, death, or disability, subject to change in certain specified circumstances.