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BLUD > SEC Filings for BLUD > Form 8-K on 10-Jun-2009All Recent SEC Filings

Show all filings for IMMUCOR INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for IMMUCOR INC


10-Jun-2009

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.

Compensatory Arrangements of Certain Officers. On June 4, 2009, the Compensation Committee of the Board of Directors of Immucor, Inc. ("the Company") approved the Company's Fiscal Year 2010 Bonus Plan and Long-Term Incentive Plan (the bonus portion of the Plan is referred to as the "Bonus Plan" and the long-term incentive portion of the Plan is referred to as the "LTI Plan").

Under the terms of the Bonus Plan, the Company's executive officers will be eligible to receive cash bonuses based on the Company achieving specified goals for net income, product quality and new product introduction established by the Compensation Committee, and on achievement of individual performance objectives established for each participant at the beginning of the Company's fiscal year. Executive officers currently include the Company's Chief Executive Officer, Chief Scientific Officer, Chief Financial Officer and General Counsel.

The Company's executive officers will be eligible for bonuses based on three components, weighted equally:

• Net Income Component: actual net income compared to FY2010 target net income ("Target Net Income");

• Product Component: the achievement of corporate goals for product quality and new product introduction for FY 2010; and

• Individual Goals Component: the achievement of individual performance objectives for FY2010.

The table below shows the maximum bonus awards that could be earned by executive officers if actual net income is 100% or more of Target Net Income. Executive officers can earn bonus awards on a prorated basis if actual net income is between 90% and 100% of target net income. The amount an individual actually earns will depend on the extent to which the goals for each Bonus Component are met.

                                        100% of Target         105% of Target         110% of Target Net
                                          Net Income             Net Income            Income or Above
Maximum Bonus Award (% of Base
Compensation)*                                    12.5 %                   25 %                     37.5 %

* Maximum bonus awards will be prorated for in-between percentages of net income.

Assuming the Company achieves at least 90% of Target Net Income:

• The Net Income Component may be 100% earned through achievement of Target Net Income. If actual net income is between 95% and 100% of Target Net Income, executive officers will earn 50% of the Net Income Component. If actual net income is less than 95% of Target Net Income, executive officers will earn 0% of the Net Income Component. The Net Income Component will be prorated for in-between percentages of Target Net Income.



• The Product Component may be earned through achievement of corporate goals for product quality and new product introductions for FY 2010. The Product Component will be prorated for partial achievement of such goals.

• The Individual Goals Component may be earned through achievement of individual performance goals for FY 2010. The Individual Goals Component will be prorated for partial achievement of such goals.

Under the LTI Plan, restricted stock and stock option awards will be granted to eligible employees, including executive officers. The target values of LTI Plan awards to executive officers are:

             •   Chief Executive Officer    150% of base compensation

             •   Chief Scientific Officer   90% of base compensation

             •   Chief Financial Officer    90% of base compensation

             •   General Counsel            90% of base compensation

The targeted mix of awards for the Chief Executive Officer is 65% of the target value payable in restricted stock and 35% of the target value payable in stock option awards. The targeted mix of awards for the other executive officers is 75% of the target value payable in restricted stock and 25% of the target value payable in stock option awards.

In addition, non-executive vice presidents and employees classified as directors, or those in equivalent positions, will be eligible for cash bonuses under the Bonus Plan, based on the Company achieving Target Net Income and product goals as well as the results of each employee's individual performance ratings. They will also be eligible for restricted stock and stock option awards under the LTI Plan. A separate discretionary bonus pool of $200,000 will also be established that may be used by the Chief Executive Officer to pay additional discretionary cash bonuses to non-executive officers.

The foregoing description is qualified in its entirety by reference to the Fiscal Year 2010 Bonus and Long-Term Incentive Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

          EXHIBIT
          NUMBER    DESCRIPTION
          10.1      Fiscal Year 2010 Bonus and Long-Term Incentive Plan


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