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HBIO > SEC Filings for HBIO > Form 8-K on 20-May-2009All Recent SEC Filings

Show all filings for HARVARD BIOSCIENCE INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for HARVARD BIOSCIENCE INC


20-May-2009

Change in Directors or Principal Officers, Financial Statements and Exhibi


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

On May 14, 2009, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Harvard Bioscience, Inc. (the "Company") adopted the Harvard Bioscience, Inc. 2009 Corporate Bonus Plan (the "Plan").

Harvard Bioscience, Inc. 2009 Corporate Bonus Plan

Subject to the sole discretion of the Compensation Committee, the Plan provides for cash bonuses to be paid to certain employees of the Company, including Chane Graziano, David Green, Thomas McNaughton and Susan M. Luscinski, if the Company achieves non-GAAP adjusted earnings per diluted share from continuing operations (as defined in the Plan) for the year ended December 31, 2009 in excess of $0.30 per share. If the target is achieved or surpassed, then the Company will create an aggregate bonus pool equal to one-third of its non-GAAP adjusted operating income (as defined in the Plan) in excess of the minimum non-GAAP adjusted operating income (as defined in the Plan) that the Company would have needed in order to achieve the target non-GAAP adjusted earnings per diluted share from continuing operations. Subject to the sole discretion of the Compensation Committee, the participants in the Plan will then be entitled to participate in the bonus pool based on the participation percentages established in the Plan. As detailed in the Plan, the current participation percentages of the executive officers entitled to participate in the Plan are approximately as follows:

                                                       2009 Corporate Bonus
                                                        Plan Participation
        Name                 Title                          Percentage
        Chane Graziano       Chief Executive Officer                  40.64 %
        David Green          President                                33.50 %
        Thomas McNaughton    Chief Financial Officer                  11.90 %
        Susan M. Luscinski   Chief Operating Officer                  13.96 %

As the Plan is funded with an aggregate bonus pool, the ultimate participation percentages of these executive officers may be greater or less than the percentages set forth above depending on whether any new participants are added to the Plan or any existing participants cease to be eligible under the Plan. If the target non-GAAP adjusted earnings per diluted share from continuing operations is not achieved, then no bonuses will be paid under the Plan unless the Compensation Committee determines otherwise. Notwithstanding the foregoing, under the Plan the Compensation Committee reserves the right, in its sole discretion, to reduce or increase the size of any or all bonuses otherwise payable under the Plan for any reason. The foregoing summary is qualified in its entirety by reference to the copy of the Harvard Bioscience, Inc. 2009 Corporate Bonus Plan, which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Title
99.1 Harvard Bioscience, Inc. 2009 Corporate Bonus Plan


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