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CRDC > SEC Filings for CRDC > Form 8-K on 14-Aug-2013All Recent SEC Filings

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Form 8-K for CARDICA INC


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.

Fiscal 2013 Bonus

On August 8, 2013 (the "Approval Date"), the Board of Directors (the "Board") of Cardica, Inc. ("Cardica"), based upon the recommendation of the Board's Compensation Committee (the "Compensation Committee"), approved cash bonuses for the following executive officers, in recognition of both their individual performance and Cardica's performance during the prior fiscal year:

Name and Position                                      Cash Bonus
Bernard Hausen, M.D., Ph.D.                           $     76,260
President and Chief Executive Officer

Bryan Knodel, Ph.D.                                   $     41,310
Vice President, Research & Development

Robert Newell                                         $     40,500
Vice President, Finance and Chief Financial Officer

Stock Option Grants

On the Approval Date, the Board, based upon the recommendation of the Compensation Committee, approved the grant to the following executive officers of the following stock options (the "Options") to purchase shares of Cardica's common stock pursuant to its 2005 Equity Incentive Plan:

                               Shares Subject to
Name                                Options
Bernard Hausen, M.D., Ph.D.         320,000

Bryan Knodel, Ph.D.                 160,000

Robert Newell                       200,000

The Options have an exercise price of $1.37 per share, which was the closing sales price of Cardica's common stock as quoted on the Nasdaq Global Market on the Approval Date, the date of grant. The shares subject to the Options vest at a rate of 1/48 th per month following the date of grant (the Approval Date) and have a seven-year term, provided the holder continues to provide services to Cardica. If the executive officer's employment is terminated without cause or the executive officer resigns for good reason in connection with a change of control transaction, 100% of these shares will become vested.

Fiscal 2014 Salaries for Executive Officers

On the Approval Date, the Board, based upon the recommendation of the
Compensation Committee, approved changes to the base salaries, retroactively
effective as of July 1, 2013, of the following executive officers:

                               Fiscal 2014
Name                           Base Salary
Bernard Hausen, M.D., Ph.D.   $     390,833

Bryan Knodel, Ph.D.           $     282,285

Robert Newell                 $     276,750

Fiscal 2014 Bonus Plan and Related Target Bonuses for Executive officers

On the Approval Date, the Board, upon recommendation of the Compensation Committee, adopted Cardica's 2014 Bonus Plan (the "2014 Bonus Plan"). The 2014 Bonus Plan is summarized as follows:

Overview and Purpose

The 2014 Bonus Plan is designed to offer incentive compensation to the Chief Executive Officer, Vice Presidents and director-level employees of Cardica by rewarding the achievement of specifically measured corporate objectives and, if applicable, individual performance objectives.


The 2014 Bonus Plan will be administered by the Board with recommendations from the Compensation Committee. The Compensation Committee will be responsible for recommending to the Board for approval any cash incentive awards to officers of Cardica, including any incentive awards to the Chief Executive Officer, under the 2014 Bonus Plan.


The Chief Executive Officer, Vice Presidents and director-level employees of Cardica are eligible to participate in the 2014 Bonus Plan.

Corporate Performance

The 2014 Bonus Plan provides for the payment of cash bonuses or restricted stock units to participants for the achievement of corporate objectives determined by the Compensation Committee, as follows: sales and marketing goals with respect to the MicroCutter XCHANGE 30 (45%); capital raising goals (20%); regulatory clearances (25%); and MicroCutter XCHANGE 30 performance goals (10%). Other than for the Chief Executive Officer, the Compensation Committee may also consider individual performance. The actual bonuses payable for fiscal 2014 (if any) will vary depending on the extent to which actual performance meets, exceeds or falls short of the objectives, as determined by the Compensation Committee in its discretion. The Board and the Compensation Committee each reserves the right to modify the performance objectives at any time based on business changes during the year.

Target Bonuses

On the Approval Date, the Board, upon recommendation of the Compensation
Committee, designated target cash bonus amounts under the 2014 Bonus Plan to
Cardica's executive officers as follows:

                                Target Bonus
                              (as a percent of
Name                        FY 2014 Base Salary)
Bernard Hausen, M.D., Ph.D.         50%

Bryan Knodel, Ph.D.                 35%

Robert Newell                       35%

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