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OMCL > SEC Filings for OMCL > Form 8-K on 9-Feb-2009All Recent SEC Filings

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Form 8-K for OMNICELL, INC


9-Feb-2009

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 3, 2009, at a meeting of the Compensation Committee (the "Committee") of the Board of Directors of Omnicell, Inc. (the "Company"), the Committee approved the 2009 annualized base salaries for the Company's executive officers as set forth below. The annualized base salaries are effective April 1, 2009 until January 1, 2010. The 2009 annualized base salaries for Messrs. Lipps, Seim and Drew represent approximately a 10% decrease from each of their respective 2008 annualized base salaries. The 2009 annualized base salaries for Messrs. Johnston, Choma and Ngo remain the same as each of their respective 2008 annualized base salaries. In addition, on February 4, 2009, the Committee granted long-term equity compensation awards to the Company's executive officers in the amounts set forth below.

                                                                              Long-Term Equity
                                                          2009                  Compensation
                                                       Annualized       Stock Option     Restricted
Name                            Title                  Base Salary       Grants(2)       Stock Units
Randall A. Lipps    Chairman, President and Chief
                    Executive Officer                 $     407,000 (1)      146,250          24,375
Robin G. Seim       Vice President, Finance and
                    Chief Financial Officer           $     233,000 (1)       62,250          10,375
J. Christopher      Senior Vice President, Field
Drew                Operations                        $     272,000 (1)       62,250          10,375
Dan S. Johnston     Vice President and General
                    Counsel                           $     239,000           34,875           5,813
John G. Choma       Vice President, OD, Learning
                    and Performance                   $     189,000           15,750           2,625
Nhat Ngo(3)         Vice President, Strategy and
                    Business Development              $     240,000            3,750             625
Marga
Ortigas-Wedekind    Vice President, Marketing         $     240,000           60,000 (4)           -



(1) Unless otherwise determined by the Committee, the annual base salaries for Messrs. Lipps, Seim and Drew will automatically revert to their respective 2008 annual base salaries on January 1, 2010.

(2) The exercise price of each of the stock option grants is equal to closing price of the Company's common stock on the date of grant as reported on The NASDAQ Global Market, which was $7.94.

(3) Mr. Ngo was appointed as Vice President, Strategy and Business Development on November 3, 2008. Mr. Ngo received an initial equity award in the form of a stock option grant and restricted stock unit grant on November 5, 2008 in connection with his employment.

(4) Ms. Ortigas-Wedekind was appointed as Vice President, Marketing of the Company on January 12, 2009. The stock option grant represents Ms. Ortigas-Wedekind's initial equity award in connection with her employment. The award vests as to 25% of the shares subject to the grant on the first anniversary of the vesting commencement date of the grant, her hire date of January 12, 2009, with the remainder of the shares subject to the grant vesting in equal monthly installments over the following thirty-six months.

Except otherwise stated above with respect to Ms. Ortigas-Wedekind's stock option grant, the shares subject to each of the stock option grants vest in equal monthly installments over a period of four years from the vesting commencement date of the grant, January 1, 2009. The restricted sock unit awards vest on a semi-annual basis over a period of four years from the vesting commencement date of the grant, January 1, 2009.



Item 9.01. Financial Statements and Exhibits.

(d)                Exhibits.



Exhibit
Number                    Description
10.1      2009 Executive Officer Annual Base Salaries


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