PRO-DEX, INC. (NASDAQ:PDEX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

PRO-DEX, INC. (NASDAQ:PDEX) 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.

Non-Qualified Stock Options

On February 23, 2021, the Compensation Committee of the Board of Directors of Pro-Dex, Inc. (the “Company”) approved the issuance of non-qualified stock options under the Company’s 2016 Equity Incentive Plan to the Company’s directors and select employees, including stock options issued to Richard L. Van Kirk, the Company’s Chief Executive Officer, and Alisha K. Charlton, the Company’s Chief Financial Officer, which are summarized below:

Vesting Target

The number of options to purchase shares of the Company’s common stock (“Common Stock”) to be awarded based upon the volume-weighted average price (“VWAP”) of the Common Stock reaching or exceeding $27.50 per share over the 60-trading day period immediately preceding the measurement period end date set forth in the table below (“Vesting Target”) is:

(1)

If the Vesting Target is met on or before the First Testing Date, no additional options are awarded on the Second Testing Date or Third Testing Date.

(2)

If the Vesting Target is met on or before the Second Testing Date, no additional options are awarded on the Third Testing Date.

The Stock Option Agreements contain terms and provisions customary for awards of this type, including that, in most instances, the employee must continue to be employed by the Company at the time the relevant vesting target is achieved and the awarded options expire 10 years from the First Testing Date.  A copy of the form of Stock Option Agreement is attached as an exhibit to our Current Report on Form 8-K filed with the SEC on December 11, 2020.  The foregoing description of the Stock Option Agreements is qualified in its entirety by reference to the complete text of the form of Stock Option Agreement.


About PRO-DEX, INC. (NASDAQ:PDEX)

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Pro-Dex, Inc. (Pro-Dex) designs and produces surgical and dental instruments and motion control products used in the medical, factory automation and scientific research industries. The Company operates through four segments: Pro-Dex, OMS, Fineline and Engineering Services Division (ESD). The Pro-Dex segment provides primarily medical and dental instruments using shared production and assembly machines and workforce. The OMS segment is engaged in providing multi-axis motion control applications. The Fineline segment manufactures plastic injection molds for various industries. The ESD segment provides permanent placement and contract services in the fields of engineering, manufacturing and quality to diverse businesses. In addition to Pro-Dex, the names Micro Motors and Oregon Micro Systems are used for marketing purposes as brand names. It provides engineering consulting services, as well as quality and regulatory consulting services, to a range of industries through EDS.

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