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RTIX > SEC Filings for RTIX > Form 8-K on 28-Feb-2013All Recent SEC Filings

Show all filings for RTI BIOLOGICS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for RTI BIOLOGICS, INC.


28-Feb-2013

Change in Directors or Principal Officers


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

(e) Compensatory Arrangements of Certain Officers

2013 Salaries and Bonus Targets. On February 25, 2013, the Compensation Committee of the Board of Directors of RTI Biologics, Inc. (the "Company") approved 2013 salaries and a bonus plan (the "2013 Bonus Plan") providing for the payment of cash bonuses based on the Company's operating results for the 2013 calendar year. The 2013 Bonus Plan sets target bonus amounts and performance criteria for executive officers. The performance criteria include pretax income, operating cash flow, and revenues. As in the past, the Compensation Committee retains discretion to take other factors into account in determining bonuses and to award no bonuses even if performance criteria are met.

The table below sets forth the 2013 salaries and bonus targets (expressed as a percentage of salary) for the Company's chief executive officer, principal financial officer and three most highly compensated executive officers other than the chief executive officer and principal financial officer:

                                                2013         Bonus
Name                          Office           Salary       Target          Bonus Criteria
Brian K. Hutchison      President and Chief   $ 550,000          75 %    Revenue 33.3%, Pretax
                        Executive Officer                                Income 33.3% and
                                                                         Operating Cash Flow
                                                                         33.4%
Robert P. Jordheim      Executive Vice        $ 336,000          50 %    Revenue 33.3%, Pretax
                        President and Chief                              Income 33.3% and
                        Financial Officer                                Operating Cash Flow
                                                                         33.4%
Thomas F. Rose          Executive Vice        $ 330,000          50 %    Revenue 33.3%, Pretax
                        President, Chief                                 Income 33.3% and
                        Operations Officer                               Operating Cash Flow
                        and Secretary                                    33.4%
Roger W. Rose           Executive Vice        $ 330,000          50 %    Revenue 33.3%, Pretax
                        President and Chief                              Income 33.3% and
                        Commercial Officer                               Operating Cash Flow
                                                                         33.4%
Caroline A. Hartill     Executive Vice        $ 334,000          50 %    Revenue 33.3%, Pretax
                        President and Chief                              Income 33.3% and
                        Scientific Officer                               Operating Cash Flow
                                                                         33.4%


Stock Option and Restricted Stock Grants. On February 25, 2013, the Compensation Committee approved awards of stock options and restricted stock to certain executive officers of the Company pursuant to the 2010 Equity Incentive Plan (the "Plan"). The options are exercisable for $3.60 per share (the closing price on the date of grant) and will vest in five equal annual installments beginning on the first anniversary of the date of grant. The restricted stock will vest in three equal annual installments beginning on the first anniversary of the date of grant. These awards are subject to accelerated vesting upon the occurrence of a "Change in Control" as provided in the named executive officer's respective Executive Transition Agreement.

The table below sets forth the number of stock options and restricted stock awarded to the Company's named executive officers:

                                                                                     Number of
                                                                     Number of       Restricted
Name                                     Office                       Options          Stock
Brian K. Hutchison    President and Chief Executive Officer             150,000           50,000
Robert P. Jordheim    Executive Vice President and Chief Financial
                      Officer                                            60,000           20,000
Thomas F. Rose        Executive Vice President, Chief Operations
                      Officer and Secretary                              60,000           20,000
Roger W. Rose         Executive Vice President and Chief
                      Commercial Officer                                 60,000           20,000
Caroline A. Hartill   Executive Vice President and Chief
                      Scientific Officer                                 60,000           20,000


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