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CPHD > SEC Filings for CPHD > Form 8-K on 11-Dec-2013All Recent SEC Filings

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Form 8-K for CEPHEID


Change in Directors or Principal Officers, Financial Statements and Exhibits

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


On December 9, 2013, the Compensation Committee (the "Committee") of the Board of Directors of Cepheid approved the establishment of the Cepheid Executive Deferred Compensation Plan (the "Plan").

The Plan is an unfunded deferred compensation plan that is intended to
(1) comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and (2) qualify for the exemptions provided in Sections 201, 301, and 401 of the Employee Retirement Income Security Act of 1974, as amended. Participants in the Plan will at all times have the status of unsecured general creditors of Cepheid with respect to the payment of any Plan benefits.

The Plan is designed to provide designated executives of Cepheid, currently set at Vice Presidents and above, with the opportunity to defer the payment of
(1) between 5% and 75% of their base salary and (2) between 5% and 100% of any cash-based incentive awards payable to a participant. The Plan's administrative committee will select investment options from which the participants may make elections for the deemed investment of their accounts under the Plan. Plan participants shall at all times be fully vested in any amounts deferred pursuant to the Plan.

Distribution of the Plan account balance will be made, at the election of the participant, upon the occurrence of any of the following events: (1) the first business day in a particular year selected by the participant, which must be at least one year after the year for which the election is made, (2) the participant's Separation from Service (as defined in the Plan), (3) a Change in Control Event (as defined in the Plan), (4) the participant becoming Disabled (as defined in the Plan), or (5) the participant's death. Such distribution will be made, at the election of the participant, in a single lump sum cash payment, five substantially equal annual cash installment payments or ten substantially equal annual cash installment payments.

The Committee, in its sole discretion, may amend or terminate the Plan, in such manner as it may determine, at any time and for any reason. If the Plan is terminated, the account balances will be distributed to the participants in accordance with the terms of the Plan.

The foregoing summary of the terms and conditions of the Plan is not a complete discussion of the Plan. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Plan filed as Exhibit 99.01 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit Title

99.01 Cepheid Executive Deferred Compensation Plan

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