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ATEC > SEC Filings for ATEC > Form 8-K on 5-Apr-2013All Recent SEC Filings

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Form 8-K for ALPHATEC HOLDINGS, INC.


5-Apr-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) 2012 Incentive Cash Bonus Payment Determinations

In the first quarter of 2012, the Nominating, Governance and Compensation Committee of our Board of Directors, or the Committee, established our 2012 Bonus Plan, or the 2012 Bonus Plan. Under the 2012 Bonus Plan our executives were provided with the opportunity to earn cash bonus payments conditioned upon the achievement of specified goals. Under the 2012 Bonus Plan, each individual was assigned a target bonus opportunity, calculated as a percentage of that individual's 2012 base salary. The 2012 Bonus Plan also contemplated that the Committee, in its discretion, could determine whether to either increase the payout under the 2012 Bonus Plan for extraordinary achievement or to reduce payout if economic and business conditions warranted.

Under the 2012 Bonus Plan, the range of bonus opportunity as a percentage of 2012 base salary for each of our named executive officers was as follows:

                                                                                   2012 Target
                                                               2012                   Bonus
Name                                                        Base Salary            Percentage
Les Cross, Chairman and CEO                                $     500,000                     75 %
William Patrick Ryan, COO and President, International     $     350,000                     50 %
Michael O'Neill, CFO                                       $     325,000                     50 %
Tom McLeer, SVP, U.S. Commercial Operations                $     325,000                    N/A (2)
Mitsuo Asai, President, Alphatec Pacific                   $     361,055 (1)                 30 %

(1) For the purposes of this table, Mr. Asai's 2012 base salary was converted from Japanese Yen to U.S. Dollars using the exchange rate as of December 31, 2012.

(2) As per his employment agreement, Mr. McLeer's 2012 target bonus was established at $40,000 and not a percentage of his 2012 base salary.

Bonus Payout for each of Les Cross, Patrick Ryan, Michael O'Neill and Tom McLeer

Under the terms of our 2012 Bonus Plan, the payout for each of Messrs. Cross, Ryan and O'Neill was based on our achievement of certain corporate goals and the executive's achievement of personal goals during 2012. A minimum corporate goal achievement was required for an executive to earn any bonus related to the corporate component of the bonus. In the event that our corporate performance exceeded the targeted amount of the corporate component of the bonus, such component could exceed its target bonus percentage.

Mr. McLeer's bonus payout was based upon his achievement of goals established jointly between Mr. McLeer and our Chairman and CEO.

The corporate goals in the 2012 Bonus Plan for each of Messrs. Cross, Ryan and O'Neill were established by our Board of Directors. Such corporate goals were based upon our free cash flow in 2012. In February of 2013, the Committee reviewed the achievement of these corporate goals and determined that we did not meet the threshold amount for the corporate goal portion of the 2012 Bonus Plan.


On April 1, 2013 the Committee approved the following cash bonuses for the named executive officers listed below, which were paid to the individuals in April 2013.

                                            2012 Bonus  Plan
                     Name                     Compensation
                     Les Cross              $         150,000
                     William Patrick Ryan   $          88,000
                     Mike O'Neill           $          81,500
                     Thomas McLeer          $          40,000

Bonus Payout for Mitsuo Asai

Under the terms of our 2012 Bonus Plan, the payout for Mitsuo Asai was based on Alphatec Pacific's achievement of certain corporate goals during 2012. A minimum corporate goal achievement was required for Mr. Asai to earn any bonus. In the event that Alphatec Pacific's performance exceeded the targeted amount of the corporate goal, Mr. Asai's bonus could exceed its target bonus percentage.

Alphatec Pacific's corporate goals were approved by our Board of Directors. Such corporate goals were based upon Alphatec Pacific's achievement of revenue and pre-tax profitability goals.

In 2012, Alphatec Pacific achieved a percentage of its corporate goals that entitled Mr. Asai to earn 110% of his target bonus. On April 1, 2013 the Committee approved the following cash bonus for Mr. Asai, which was paid in April 2013:

                                       2012 Bonus  Plan
                         Name            Compensation
                         Mitsuo Asai   $         109,275


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