Business Context and Reporting Period
This Form 8-K Current Report was filed by Atricure, Inc. on January 16, 2012. The filing discloses the appointment of a new senior executive officer and the terms of his employment agreement.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation and employment terms.
- Base Salary: $270,000 per year.
- Target Annual Bonus: 40% of base salary.
- Equity Grant (Options): 70,000 shares of common stock.
- Equity Grant (Restricted Shares): 10,000 shares of common stock.
- Relocation Reimbursement: Up to $125,000.
Material Changes
Effective January 16, 2012, Andrew Lux, Ph.D., was appointed as Vice President and Chief Operating Officer. This represents a change in the Company's executive leadership structure.
Outlook, Risks, and Unusual Items
Employment Terms and Termination:
- The agreement has no required minimum employment period and may be terminated by either party at any time.
- Severance (Without Cause/Good Reason): Six months of base salary.
- Severance (Change of Control): Eighteen months of base salary plus full bonus potential for the year.
- Relocation Requirement: Dr. Lux must relocate within a 50-mile radius of the principal office by April 1, 2013. Voluntary termination within two years requires repayment of a portion of the relocation reimbursement.
Background: Dr. Lux previously held leadership roles at IntriMed Technologies, WaterHealth International, Medtronic, Baxter Healthcare, Johnson & Johnson, and General Electric.
Investor Verification Checklist
- Review the full Employment Agreement filed as Exhibit 10.1 for complete definitions of "Without Cause," "Good Reason," and "Change of Control."
- Verify the fair market value of the stock on the grant date to determine the exercise price for the 70,000 options.
- Assess the impact of the $125,000 potential relocation expense on near-term cash flow.
- Confirm the vesting schedule for the 70,000 options and 10,000 restricted shares, which is not detailed in this summary.