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

(e) On January 7, 2009, the Compensation Committee of the Board of Directors of DexCom, Inc. (the "Company") approved a bonus plan for fiscal 2009 (the "2009 Plan") for the Company's management and select individual contributors, including its chief executive officer, chief financial officer and its other named executive officers (together, the "Named Executive Officers") pursuant to which the Named Executive Officers are eligible for cash bonus awards if the Company attains specified performance targets. The target bonus for the Chief Executive Officer is 50% of his base salary; the target bonus for the Company's Chief Administrative Officer is 40% of his base salary; the target bonus for the Company's Senior Vice Presidents is 35% of their respective base salaries; the target bonus for the remainder of the Company's management employees is 25% of their respective base salaries.

The amount of any bonus awarded under the 2009 Plan will be predicated on achieving targeted revenue goals and performance milestones. Generally speaking, 70% of any bonus paid under the 2009 Plan is based on achieving certain annual revenue goals (the "Revenue Component") and 30% is based on achieving certain performance milestones (the "Performance Component").

Under the 2009 Plan, no portion of the Revenue Component shall be paid unless the Company meets a specified minimum revenue target for fiscal 2009. Upon achievement of this minimum revenue target, each eligible participant will receive a bonus award of 80% of their targeted Revenue Component. Upon achievement of 100% of the Company's revenue target for fiscal 2009, each eligible participant will receive a bonus award of 100% of their targeted Revenue Component. If the Company exceeds its fiscal 2009 revenue target, the Named Executive Officers will receive bonuses at various stepped up amounts up to a maximum of 175% of their targeted Revenue Component.

Under the Performance Component, bonus amounts will also be paid to the Named Executive Officers for achieving specified performance milestones. Eligible participants will receive 25% of their targeted Performance Component for achievement of each of four performance milestones by the Company during fiscal 2009.

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