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ETRM > SEC Filings for ETRM > Form 8-K on 1-May-2013All Recent SEC Filings

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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) On April 25, 2013, the Compensation Committee of the Board of Directors of EnteroMedics Inc. (the "Company"), established and approved certain objectives under the Company's Management Incentive Plan, as amended (the "Plan") for fiscal year 2013. A summary of the Plan was previously attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 12, 2008.

The performance objectives under the Plan include individual as well as corporate performance components for all participants except the Chief Executive Officer whose bonus is based entirely on corporate performance objectives. The corporate performance objectives are set for all participating executive officers by the Compensation Committee. The individual performance objectives are set separately and specifically for each participating executive officer by the Chief Executive Officer or the Chief Operating Officer. With respect to the corporate performance component, on April 25, 2013, the Compensation Committee established objectives for both the "Base Plan" and the "Incremental Plan." Pursuant to the Plan, if participants achieve the designated "Base Plan" objectives, they will be entitled to receive a bonus equal to a "Base Plan" percentage of their base salary for the year. In addition to the Base Plan bonus amount, participants in the Plan are also eligible to receive an additional bonus equal to the designated "Incremental Plan" percentage of their base salary if certain additional "Incremental Plan" objectives are achieved.

The "Base Plan" corporate performance objectives established by the Compensation Committee for fiscal year 2013 consist of: (i) the achievement of certain milestones related to the Company's premarket approval process for the Company's Maestro ReChargeable System with the Food and Drug Administration (FDA);
(ii) the achievement of certain milestones in 2013 related to the Company's clinical, regulatory and commercial development; and (iii) the achievement of certain financial objectives. The "Incremental Plan" corporate performance objective for fiscal year 2013 is the achievement of certain FDA-related milestones. If the Incremental Plan objective is achieved, the Compensation Committee may, in its discretion, award a total bonus of up to 150% of the combined Base Plan and Incremental Plan bonus amounts. The Incremental Plan objectives are designed as an extension of certain Base Plan objectives in order to provide additional incentive for achievement. In accordance with the Plan, the Compensation Committee, in its discretion, may determine to award partial or full payment of annual cash incentive compensation in the event that some, but not all, of the "Base Plan" or "Incremental Plan" corporate goals are achieved.

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