UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 2006
Gen-Probe Incorporated
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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001-31279
(Commission
File Number)
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33-0044608
(I.R.S. Employer
Identification No.) |
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10210 Genetic Center Drive
San Diego, CA
(Address of Principal Executive Offices)
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92121
(Zip Code) |
(858) 410-8000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On July 13, 2006, the Compensation Committee of the Board of Directors of Gen-Probe Incorporated
(the “Company”) adopted the 2006 Gen-Probe Employee Bonus Plan (the “Bonus Plan”). The Bonus Plan
provides for the payment to eligible employees, including the Company’s executive officers, of
annual incentive compensation.
Each participant in the Bonus Plan is assigned, according to employee grade, a target bonus amount
expressed as a percentage of his or her annual base salary. For Mr. Nordhoff, the Company’s Chief
Executive Officer, the target bonus amount is 75% of annual base salary; for each of the Company’s
Executive Vice Presidents and Vice Presidents, the target bonus amount is 25% of annual base
salary. These target bonus amounts are the same as those for fiscal year 2005.
Bonuses are calculated under the Bonus Plan based on the following two factors:
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Company Performance Factor (CPF). The CPF is a percentage that is applied to each
target bonus and is based on the achievement of the Company’s net income and total
revenue goals. If the Company achieves its net income and total revenue goals, the CPF
equals 100%. |
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Individual and Team Performance Factor (ITPF). The ITPF is a percentage that is
applied to a portion of each participant’s target bonus. Each participant will be
assigned an ITPF percentage based on the assessment of his or her overall performance,
including performance on functional teams at the Company. |
Examples of bonus calculations based on the foregoing factors are included in the Bonus Plan, a
copy of which is filed as Exhibit 10.92 to this Current Report on Form 8-K and is incorporated by
reference herein. Based on the bonus calculation, a participant may receive between 0% and
187.5% of his or her target bonus amount.
The Compensation Committee is responsible for administering the Bonus Plan, except that the Chief
Executive Officer shall act as administrator for purposes of approval of bonus payments to
employees other than executive officers. As administrator, the Compensation Committee, or the
Chief Executive Officer in the case of bonus payments to employees other than executive officers,
may adjust the final bonus amount for any participant, as it deems appropriate. Participants must
be employed by the Company on December 31, 2006 and on the date of bonus payment (expected within
90 days of fiscal year end) to receive a bonus under the Bonus Plan.
The foregoing description is qualified in its entirety by reference to the Bonus Plan attached
hereto.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed with this Current Report:
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10.92 |
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2006 Gen-Probe Employee Bonus Plan |