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

(e) On February 6, 2013, the Board of Directors of DexCom, Inc. approved a bonus plan for fiscal 2013 (the "2013 Plan") for the Company's management and select individual contributors, including its chief executive officer, chief financial officer and its other named executive officers (together, the "Named Executive Officers") pursuant to which the Named Executive Officers are eligible for cash bonus awards if the Company attains specified financial and performance targets. The target bonus for the Chief Executive Officer (the "CEO") is 125% of his base salary; target bonus for the President & Chief Operating Officer (the "President & COO") is 100% of his base salary; the target bonus for each of the Company's Chief Technical Officer and Executive Vice President of Strategy and Corporate Development is 75% of their respective base salaries; the target bonus for the Company's Senior Vice Presidents is 50% of their respective base salaries; the target bonus for the Company's Vice Presidents is 40% of their respective base salaries, and the target bonus for the remainder of the Company's management employees and select contributors are various amounts up to 30% of their respective base salaries.

For the Company's eligible employees, the amount of any bonus awarded under the 2013 Plan will be predicated on achieving targeted revenue goals, targeted operating income goals, and performance milestones. Generally speaking, 60% of any bonus paid under the 2013 Plan is based on achieving certain annual revenue goals (the "Revenue Component"), 20% is based on achieving targeted operating income goals (the "Operating Results Component") and 20% is based on achieving certain performance milestones (the "Performance Component").

Under the 2013 Plan, no portion of the Revenue Component shall be paid unless the Company meets a specified minimum revenue target for fiscal 2013. Upon achievement of this minimum revenue target, each eligible participant will receive a bonus award of 100% of their targeted Revenue Component. If the Company exceeds its fiscal 2013 revenue target, the Named Executive Officers will receive bonuses at various stepped up amounts up to a maximum of 175% of their targeted Revenue Component.

Under the 2013 Plan, no portion of the Operating Results Component shall be paid unless the Company meets a specified operating income result for fiscal 2013. Upon achievement of this operating income target, each eligible participant will receive a bonus award of 100% of their targeted Operating Results Component. If the Company achieves operating income results that are more favorable in fiscal 2013 than its operating income target, the Named Executive Officers will receive bonuses at various stepped up amounts up to a maximum of 175% of their targeted Operating Results Component.

Under the Performance Component, bonus amounts will also be paid to the Named Executive Officers for achieving specified corporate milestones. Eligible participants will receive a portion of their targeted Performance Component for achievement of corporate milestones by the Company during fiscal 2013.

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