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GHDX > SEC Filings for GHDX > Form 8-K on 31-Mar-2014All Recent SEC Filings

Show all filings for GENOMIC HEALTH 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.

(e) On March 25, 2014, the Compensation Committee (the "Committee") of the Board of Directors of Genomic Health, Inc. (the "Company") approved awards of performance-based vesting restricted stock units ("PVRSUs") for the Company's executive officers under the Company's 2005 Stock Incentive Plan (the "Plan").

The following table sets forth the number of PVRSUs awarded to the Company's President and Chief Executive Officer and continuing named executive officers under the Plan:

Name and Title                          of PVRSUs
Kimberly J. Popovits
President and Chief Executive Officer       7,290
G. Bradley Cole
Chief Operating Officer                     5,520
Steven Shak, M.D.
Executive Vice President of R&D             5,250
Dean L. Schorno
Chief Financial Officer                     4,030

In order to be eligible to earn any PVRSUs, the Company must achieve in 2014
(i) no more than a specified level of net loss and (ii) the Company's corporate bonus objectives at least equal to the 80% level. Assuming this threshold is met, the executive officers can earn between 0% and 100% of the target number of PVRSUs awarded based on the level of achievement against pre-established performance goals measured over a one-year performance period ending December 31, 2014.

Performance goals include a revenue milestone, weighted from 0% to 100%, an operational milestone, weighted from 0% to 100%, and a reimbursement-related milestone, weighted from 0% to 33-1/3%. Despite the weighting of the individual goals, awards earned may not exceed 100% in the aggregate.

The Committee will determine the extent to which PVRSUs have been earned on the basis of the Company's actual performance in relation to the performance goals.

The earned portion of the PVRSUs, if any, will vest as to one-half on February 15, 2015. The remaining half of the earned PVRSUs will vest on February 15, 2016, subject to the individual's continued service with the Company.

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