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OMCL > SEC Filings for OMCL > Form 8-K on 10-Mar-2009All Recent SEC Filings

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Form 8-K for OMNICELL, INC


10-Mar-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 March 4, 2009, at a meeting of the Compensation Committee (the "Committee") of the Board of Directors of Omnicell, Inc. (the "Company"), the Committee approved the terms of the Company's Quarterly Executive Bonus Plan for 2009 (the "2009 Bonus Plan"), effective in the second quarter of 2009. The Company's full-time director-level employees and above, including the Company's named executive officers, are eligible to participate in the 2009 Bonus Plan.

Cash bonuses, if any, for the first quarter of 2009 will be paid under the Company's Quarterly Executive Bonus Plan for 2008 (see the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2008 for more information regarding the Company's Quarterly Executive Bonus Plan for 2008).

For a 2009 Bonus Plan participant (a "Participant") to be eligible for a quarterly cash bonus, the 2009 Bonus Plan requires the Company to achieve its Corporate Target (as such term is defined in the 2009 Bonus Plan). The Corporate Target is achieved when the Company meets each of the components of the Corporate Target: (i) a revenue growth target, (ii) a profit amount (the "Profit Target"), which is set at the minimum profit required to meet that quarter's desired Earnings Per Share ("EPS") and, if established by the Committee, (iii) one or more discretionary threshold targets, which may be set at the discretion of the Committee. Each of the components of the Corporate Target are set on a quarterly basis by the Committee.

If the Corporate Target is achieved, a Participant is eligible to receive a cash bonus in an amount up to a specified percentage of the Participant's quarterly salary (the "Incentive Target"). The actual cash bonus is determined at the end of the quarter based on the Participant's achievement of certain individual objectives ("Individual Targets"). If the Corporate Target and all of a Participant's Individual Targets are achieved, the Participant will receive 100% of his/her eligible cash bonus amount. The following sets forth the Incentive Target and quarterly maximum cash bonus for each of the Company's executive officers under the 2009 Bonus Plan (assuming achievement of the Corporate Target and all of such executive officer's Individual Targets):

                                                                         Second, Third and
                                                                          Fourth Quarters
                                                       Incentive       Maximum Eligible Cash
Name                               Title               Target(1)            Bonus(1)(2)
Randall A. Lipps         Chairman, President and
                         Chief Executive Officer               100 %  $               101,750
Robin G. Seim            Vice President, Finance
                         and Chief Financial
                         Officer                                85 %  $                49,512
J. Christopher Drew      Senior Vice President,
                         Operations                             85 %  $                57,800
Dan S. Johnston          Vice President and
                         General Counsel                        70 %  $                41,825
John G. Choma            Vice President, OD,
                         Learning and Performance               50 %  $                23,625
Nhat Ngo                 Vice President, Strategy
                         and Business Development               70 %  $                42,000
Marga Ortigas-Wedekind   Vice President, Marketing              70 %  $                42,000



(1) See the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 9, 2009 for more information regarding the changes in annual salaries of certain of the Company's executive officers effective April 2009.

(2) Amounts in this column do not reflect the additional cash bonus payable for achievement of the EPS Overachievement (as defined below) metric.

For non-executive officer level employees, Individual Targets will be set by management. The Committee, with the input of the Chief Executive Officer, will set the Individual Targets for the executive officers other than the Chief Executive Officer. The Committee will set the Individual Targets for the Chief Executive Officer. Each Individual Target will have a percentage weight associated with it, such that achievement of that particular Individual Target


will correspond to an equal percentage of the total Incentive Target. Once the Corporate Target is achieved, the quarterly cash bonus payment will be determined based on the Participant's achievement of his/her Individual Targets (such amount, the "Actual Cash Bonus"). Additionally, in any quarter where the Company Target is achieved and the Profit Target is exceeded, a Participant can earn an additional 10% of his/her Actual Cash Bonus for each full $0.01 beyond the EPS goal ("EPS Overachievement"). The Committee will set each incremental profitability metric in its sole discretion on a quarterly basis.

The Committee may alter any cash bonus based on such factors as achievement of publicly announced targets, product milestones, strategic goals, cross-functional teamwork and collaboration and unforeseen changes in the economy and/or geopolitical climate.

The foregoing description is subject to, and qualified in its entirety by, the 2009 Bonus Plan, which is attached hereto as Exhibit 10.1.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                  Description
10.1      Omnicell Quarterly Executive Bonus Plan


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