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8-K - 8-K - BAXANO SURGICAL, INC.v364873_8k.htm
EX-10.2 - EXHIBIT 10.2 - BAXANO SURGICAL, INC.v364873_ex10-2.htm

  

Exhibit 10.1

 

BAXANO SURGICAL, INC.

 

TERMS OF 2014 RESTRICTED STOCK UNIT (RSU) RETENTION PROGRAM

 

Goals:

· Provide a collective retention plan via the use of RSUs for all key managers and individual contributors given underwater status of almost all outstanding stock options

· Focus on near-term performance in addition to retention in order to minimize risk of losing key talent

 

Pool of Available Shares
Underlying RSUs:

 

3,055,997 shares to be issued pursuant to the 2007 Stock Incentive Plan
Eligible Employees:

All executives and management and key individual contributors, as determined by the CEO with input from his executive team and as approved by the Compensation Committee

 

Award Amount:

A number of stock-settled RSUs reflecting 1x current salary at target value of $3.00 per share of common stock (i.e., current salary/$3.00), rounded up or down to the nearest whole RSU

 

Basis of Award Vesting:

· 75% time-based, rounded up to the nearest whole RSU

· 25% performance-based, rounded down to the nearest whole RSU

 

Time-based Award Vesting:

· 25% vests on first anniversary of grant date, rounded up or down to the nearest whole RSU

· 37.5% vests on second and third anniversaries of grant date, rounded up or down to the nearest whole RSU

 

Performance-based Award
Vesting:

100% vests upon the achievement of a 30% increase in company revenue year-over-year for two successive quarters by the end of fiscal 2016

 

Grant date:

The date on which the Compensation Committee approves the RSU awards