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Quotes & Info
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| SPNC > SEC Filings for SPNC > Form 8-K/A on 28-Nov-2008 | All Recent SEC Filings |
28-Nov-2008
Change in Directors or Principal Officers, Financial Statements and Exhibits
The foregoing summaries of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Employment
Agreement, a copy of which is included as Exhibits 10.1 to this Form 8-K/A and
is incorporated herein by reference thereto.
On November 21, 2008, the Company granted to Mr. Geisenheimer three options (the
"Options") to purchase an aggregate of 800,000 shares of Company common stock at
an exercise price of $2.49 per share, the closing sale price of the Company's
common stock on November 21, 2008, as follows: (i) 250,000 options to vest in
equal monthly installments over three-years; (ii) 150,000 options to vest in
equal monthly installments over three-years, subject to stockholder approval of
an amendment to the Company's 2006 Incentive Award Plan at the Company's 2009
annual meeting of stockholders to (A) increase the authorized number of shares
of common stock available for issuance under the plan and (B) increase the limit
on the aggregate number of shares of common stock that may be awarded to any
individual in a calendar year from 250,000 to 800,000 shares ("Amendment
Approval"); and (iii) 400,000 options to vest upon achieving a stock value of
$9.00 per share for a period of ten consecutive trading days, provided, however,
that if such stock value is achieved prior to October 21, 2011, the Options in
(iii) shall vest pro rata at such time and in such amount as if they had been
subject to vest in equal monthly installments over a three year period
commencing October 21, 2008, with the remaining portion of such option grant to
vest over the remaining period, all as subject to Amendment Approval. The
Options in (ii) and (iii) above are not exercisable by anyone prior to Amendment
Approval, and if Amendment Approval is not obtained, such Options in (ii) and
(iii) will automatically be cancelled and become null and void. The Options in
(i), and, if Amendment Approval is obtained, the Options in (ii), commence
vesting on October 21, 2008, and will become fully vested and immediately
exercisable in the event of a change in control of the Company. If Amendment
Approval is obtained, the Options in (iii) will become fully vested if the
per-share stock price paid to stockholders upon consummation of the change in
control equals or exceeds $9.00 per share, provided that such
performance-vesting options will become fully vested upon a change in control
that occurs after the 2nd anniversary of the date of grant irrespective of stock
price. The Options have a term of 10 years from the date of grant.
The foregoing summaries of the Options do not purport to be complete and are
qualified in their entirety by reference to the Time Vesting Stock Option
Agreement, the Conditional Time Vesting Stock Option Agreement and the
Conditional Performance Vesting Stock Option Agreement, forms of which are
included as Exhibits 10.2, 10.3 and 10.4, respectively, to this Form 8-K and are
incorporated herein by reference thereto.
(d) Exhibits
Exhibit No. Description
10.1 Employment Agreement between Emile Geisenheimer and The Spectranetics
Corporation, dated November 21, 2008 and effective as of October 21, 2008
10.2 Form of Time Vesting Stock Option Agreement
10.3 Form of Conditional Time Vesting Stock Option Agreement
10.4 Form of Conditional Performance Vesting Stock Option Agreement
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