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IRIX > SEC Filings for IRIX > Form 8-K on 9-Jan-2014All Recent SEC Filings

Show all filings for IRIDEX CORP

Form 8-K for IRIDEX CORP


9-Jan-2014

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 January 4, 2014, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of IRIDEX Corporation (the "Company") granted a restricted stock unit award for up to 50,000 shares of the Company's common stock under the terms of the Company's 2008 Equity Incentive Plan, as amended (the "Market Performance Award"), to William M. Moore, the Company's President and Chief Executive Officer.

The number of shares issuable pursuant to the Market Performance Award will be based upon the Company's average stock price performance during the two months prior and two months following a vesting event, or the fair market value of the Company's common stock in the event vesting is triggered by a change of control of the Company. The Market Performance Award will vest upon Mr. Moore's continuous service as President and Chief Executive Officer of the Company through December 31, 2014 or earlier in the event of Mr. Moore's termination by the Company's Board of Directors, termination in connection with a change of control of the Company, death, disability or resignation in connection with a serious health condition affecting members of Mr. Moore's family.

Any shares that are issued pursuant to the Market Performance Award will also be subject to a restriction on transfer for six months following the issuance of such shares other than in the event of a change of control of the Company, Mr. Moore's death or disability, or a serious health condition affecting members of Mr. Moore's family.

The Committee also approved (i) an increase in Mr. Moore's annual base salary to $300,000 per year, effective as of January 1, 2014, (ii) Company-paid housing allowance of up to $61,000 for the 2014 calendar year to assist with Mr. Moore's continued long-term travel to and from Mr. Moore's residence to the Company's offices, and (iii) reimbursement for the reasonable cost of international airline travel for Mr. Moore's spouse to accompany Mr. Moore on extended international travel on behalf of the Company.

The Market Performance Award agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1         Restricted Stock Unit Award Agreement granted to William M. Moore
             on January 4, 2014 under the Company's 2008 Equity Incentive Plan,
             as amended.


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