Attached files
file | filename |
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8-K - FORM 8-K - Vericel Corp | a59068e8vk.htm |
EX-3.1 - EX-3.1 - Vericel Corp | a59068exv3w1.htm |
EX-10.4 - EX-10.4 - Vericel Corp | a59068exv10w4.htm |
EX-10.2 - EX-10.2 - Vericel Corp | a59068exv10w2.htm |
EX-99.2 - EX-99.2 - Vericel Corp | a59068exv99w2.htm |
EX-10.1 - EX-10.1 - Vericel Corp | a59068exv10w1.htm |
EX-99.1 - EX-99.1 - Vericel Corp | a59068exv99w1.htm |
Exhibit 10.3
AASTROM BIOSCIENCES, INC.
SENIOR EXECUTIVE INCENTIVE BONUS PLAN
SENIOR EXECUTIVE INCENTIVE BONUS PLAN
1. Purpose
This Senior Executive Incentive Bonus Plan (the Incentive Plan) is intended to provide an
incentive for superior work and to motivate eligible executives of Aastrom Biosciences, Inc. (the
Company) toward even higher achievement and business results, to tie their goals and interests to
those of the Company and its shareholders and to enable the Company to attract and retain highly
qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined
below).
2. Covered Executives
From time to time, the Compensation Committee of the Board of Directors of the Company (the
Compensation Committee) may select certain key executives (the Covered Executives) to be
eligible to receive bonuses hereunder.
3. Administration
The Compensation Committee shall have the sole discretion and authority to administer and
interpret the Incentive Plan.
4. Bonus Determinations
(a) A Covered Executive may receive a bonus payment under the Incentive Plan based upon the
attainment of performance targets which are established by the Compensation Committee and relate to
financial, operational, clinical or regulatory metrics with respect to the Company or any of its
subsidiaries (the Corporate Performance Goals), including the following: cash flow, revenue,
earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or
after interest, taxes, depreciation and/or amortization), changes in the market price of the
Companys common stock, acquisitions or strategic transactions, clinical or regulatory milestones,
operating income (loss), return on capital, assets, equity or investment, shareholder returns,
gross or net profit levels, expense, margins, operating efficiency, working capital and earnings
(loss) per share of the Companys common stock, any of which may be measured either in absolute
terms or as compared to any incremental increase or as compared to results of a peer group. Each
Corporate Performance Goal may have a minimum hurdle, a target (100 percent attainment of the
Corporate Performance Goal) and a maximum.
(b) Except as otherwise set forth in this Section 4(b): (i) any bonuses paid to Covered
Executives under the Incentive Plan shall be based upon objectively determinable bonus formulas
that tie such bonuses to one or more performance targets relating to the Corporate Performance
Goals, (ii) bonus formulas for Covered Executives shall be adopted in each performance period by
the Compensation Committee and communicated to each Covered Executive at the beginning of each
performance period and (iii) no bonuses shall be paid to Covered Executives unless and until the
Compensation Committee makes a determination with
respect to the attainment of the performance objectives. Notwithstanding the foregoing, the
Company may adjust bonuses payable under the Incentive Plan based on achievement of individual
performance goals or pay bonuses (including, without limitation, discretionary bonuses) to Covered
Executives under the Incentive Plan based upon such other terms and conditions as the Compensation
Committee may in its discretion determine.
(c) Each Covered Executive shall have a targeted bonus opportunity for each performance
period. For each Covered Executive, the Compensation Committee shall have the authority to
apportion the annual target award so that a portion of the annual target award shall be tied to
attainment of corporate performance targets and a portion of the target award shall be tied to
attainment of individual performance targets.
(d) The payment of a bonus to a Covered Executive with respect to a performance period shall
be conditioned upon the Covered Executives employment by the Company on the last day of the
performance period.
5. Timing of Payment
The Corporate Performance Goals will be measured at the end of each fiscal year after the
Companys financial reports have been published. If the Corporate Performance Goals and or
individual goals for any fiscal year are met, payments will be made as soon as practicable, but not
later than March 15 of the subsequent fiscal year. For the avoidance of doubt, bonuses for year 1
must be paid by March 15 of year 2.
6. Amendment and Termination
The Company reserves the right to amend or terminate the Incentive Plan at any time in its
sole discretion.
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