Attached files
file | filename |
---|---|
EX-10.1 - EX-10.1 - AMERICAN MEDICAL SYSTEMS HOLDINGS INC | c63138exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 11, 2011
February 11, 2011
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
000 30733 (Commission File Number) |
41-1978822 (I.R.S. Employer Identification Number) |
10700 Bren Road West | ||
Minnetonka, Minnesota | 55343 | |
(Address of principal executive offices) | (Zip Code) |
(952) 930-6000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
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)) |
Section 5 Corporate Governance and Management
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Executive Compensation
On February 11, 2011, the Board of Directors of American Medical Systems Holdings, Inc.
ratified the Compensation Committees recommended 2011 Executive Variable Incentive Performance
Awards Plan (2011 EVIP) and the target bonuses under the 2011 EVIP, for each of its executive
officers, including its principal executive officer, principal financial officer and each of the
companys other named executive officers (as defined in Regulation S-K Item 402(a)(3)) who were
identified in its proxy statement for its 2010 annual meeting and are currently employed by the
company.
The 2011 EVIP provides for payment of a bonus based on achievement of net sales, net income
and cash flow objectives in the 2011 operating plan approved by the Board. The total bonus is
weighted 40% for achieving the net sales objective, 30% for achieving the net income objective and
30% for achieving the cash flow objective. The bonus payable under the plan is pro-rated for
achievement above the minimum threshold and increases with percentage achievement relative to the
objectives, and 100% of the target bonus will be paid at 100% achievement of the plan objectives.
The maximum bonus payable under the plan will be 200% of the target bonus at 110% achievement of
the net sales and net income objectives and 115% achievement of the cash flow objective. Bonuses
for achieving the net sales and net income objectives will be paid beginning at 95% achievement of
the net sales objective and 90.1% achievement of the net income objective, respectively. Bonuses
for achieving these objectives will be determined and paid quarterly. Bonuses for achieving the
cash flow objective will be paid beginning at 85.1% achievement of the cash flow objective, and
bonuses for achieving this objective will be determined and paid annually. The target bonus under
the 2011 EVIP, expressed as a percentage of base salary, for the companys named executive officers
are as follows: Anthony P. Bihl III, President and Chief Executive Officer (100%); Mark A.
Heggestad, Executive Vice President and Chief Financial Officer (60%); Maximillian D. Fiore, Senior
Vice President and Chief Technology Officer (40%); Joe W. Martin, Senior Vice President and General
Manager of BPH Therapy (50%); and Randall R. Ross, Senior Vice President of Human Resources (40%).
The foregoing description of the 2011 EVIP is qualified in its entirety by reference to the
complete text of the 2011 Executive Variable Incentive Performance Awards Plan, a copy of which is
filed as Exhibit 10.1 to this report and is incorporated into this report by reference.
Section 9 Financial Statements and Exhibits
Item 9.01. | Financial Statements and Exhibits. |
(a) | Financial Statements of Businesses Acquired. | ||
Not Applicable. | |||
(b) | Pro Forma Financial Information. | ||
Not Applicable. | |||
(c) | Shell Company Transactions. | ||
Not Applicable. | |||
(d) | Exhibits. |
Exhibit No. | Description | |||
10.1 | 2011 Executive Variable Incentive Performance Awards Plan (filed herewith) |
2
SIGNATURES
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.
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC. |
||||
Dated: February 16, 2011 | By: | /s/ Mark A. Heggestad | ||
Mark A. Heggestad | ||||
Executive Vice President and Chief Financial Officer | ||||
3
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
FORM 8-K
INDEX TO EXHIBITS
Exhibit No. | Description | |||
10.1 | 2011 Executive Variable Incentive Performance Awards Plan (filed herewith) |
4