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CUTR > SEC Filings for CUTR > Form 8-K on 14-Jun-2013All Recent SEC Filings

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Form 8-K for CUTERA INC


14-Jun-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)      On June 10, 2013, our Board of Directors, upon recommendation of its
Compensation Committee, approved the following equity compensation for our Named
Executive Officers under our 2004 Equity Incentive Plan:

                                                                                        Performance
                                                                     Restricted          Share Unit
                                                Stock Option         Stock Unit           Awards -
                                                  Awards -            Awards -         Target Shares
         Name                Position           Shares (1)(3)        Shares (2)             (4)
Kevin P. Connors       President and Chief              83,333            ?                    27,001
                       Executive Officer
Ronald J. Santilli     Executive Vice                   43,333               6,750              6,750
                       President and Chief
                       Financial Officer

(1) The Stock Option Awards vest over three years from the vesting commencement date of June 1, 2013 with 12/36th of the awards vesting on June 1, 2014 and an additional 1/36th of the awards vesting each month thereafter, subject to the recipient continuing to provide service to the Company.

(2) The Restricted Stock Unit Awards vest annually over a period of three years. Specifically, the awards vest on each anniversary of the vesting commencement date of June 1, 2013, subject to the recipient continuing to provide service to the Company.

(3) Exercise price per share is $8.91.

(4) The number of Performance Share Units, "PSUs", awarded to the recipient will result in a varying number of shares of common stock that may be paid out on June 1, 2014 based on the achievement of three performance goals as set forth below and subject to the recipient continuing to provide service to the Company. Each of the three performance goals is equally weighted and the PSU awards represent the aggregate number of shares that may be earned from achievement of three performance goals at targets that have been pre-determined by the Board.

Performance Goals are:
(1) Actual revenue for 2013, compared to budgeted revenue per the Company's operating plan approved by the Board;

(2) Actual Net Income (on GAAP basis) for 2013, compared to budgeted Net Income per the Company's operating plan approved by the Board; and

(3) Actual revenue generated from the Company's planned launch of the Picosecond laser for the tattoo and pigmented lesions market during the time period from the product launch date through May 31, 2014.


Based on the PSU criteria established by the Board, the range of the number of shares of common stock that may be paid out on June 1, 2014 is as follows:

                                                              Number of Performance Share Awards
                                               If Minimum                            Payout at
                                               Thresholds            Payout at        Target        Maximum Payout
        Name               Position            are Not Met              50%          (at 100%)         (at 200%)
Kevin J. Connors     President and Chief                    0            13,500          27,001              54,002
                     Executive Officer
Ronald J. Santilli   Executive Vice                         0             3,375           6,750              13,500
                     President and Chief
                     Financial Officer

Adjustment to Named Executive Officer Compensation

In addition, our Board of Directors, upon recommendation from its Compensation Committee and by reference to the report of its independent compensation consultants, Compensia, approved a modification to the annual cash compensation for Kevin P. Connors with effect from June 1, 2013, as follows:

Base salary to be increased from $420,000 to $515,000;

Target bonus opportunity to be decreased from 95% to 75%.

The annual cash compensation of Mr. Connors, as modified, will now be as follows:

                                                                    Target Bonus         Target Cash
          Name                   Position             Salary        Opportunity       Compensation (1)
Kevin P. Connors         Chief Executive Officer    $  515,000     $      386,250     $         901,250

(1) In addition to base salary and bonuses, Mr. Connors is eligible to receive quarterly profit-sharing payments. The profit sharing payments are calculated based upon half of the quarterly pre-tax adjusted operating profit percentage (pre-tax adjusted operating profit divided by revenue) multiplied by Mr. Connors' gross salary earned during that quarter.

The annual cash compensation of our other Named Executive Officer, Ronald J. Santilli, remained unchanged.


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