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) March 24, 2009
PSYCHEMEDICS CORPORATION
(Exact Name of Registrant As Specified In Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-13738
(Commission File Number)
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58-1701987
(I.R.S. Employer Identification No.) |
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125 Nagog Park, Acton, Massachusetts
(Address of Principal Executive Offices)
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01720
(Zip Code) |
(978) 206-8220
(Registrants Telephone Number, Including Area Code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instructions
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17
CFR 240.13e-4(c))
ITEM 5.02(e) COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On March 24, 2009, the Compensation Committee of the Board of Directors of Psychemedics
Corporation (the Company) approved the terms of cash performance bonus arrangements with certain
executive officers, including the Companys Chief Executive Officer, its Senior Vice President and
General Counsel, its Vice President Laboratory Operations, its Vice President and Controller and
other employees for 2009 (the cash bonus arrangements). Bonus payments under the cash bonus
arrangements are calculated and paid as follows:
Each participant has the opportunity to earn as bonus compensation up to an aggregate of an
additional 25% of his or her Base Salary in 2009 based on achievement of Company and individual
goals. Each participants target percentages consist of the following:
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a. |
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Up to 15% of Base Salary based on the Companys achievement of pre-determined net
income goals for 2009; plus |
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b. |
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Up to an additional 10% of Base Salary based on the employees achievement of
pre-determined individual goals for 2009. |
The executives are eligible to receive no more than 50% of the individual goals bonus unless
the Company achieves a certain net income target in 2009 as pre-determined by the Compensation
Committee. In addition, the Company net income based bonus is subject to a phase-in for various
levels of Company net income, with no payment of that portion of the bonus unless a certain
pre-determined minimum level of Company net income is achieved.
The Compensation Committee reserves the right to withdraw, amend, add to and terminate the
cash bonus arrangements, or any portion of them, in its discretion at any time, including, but not
limited to, changing or eliminating the threshold amounts giving rise to the payment of target
percentages, determining the calculation of such threshold amounts, and adjusting threshold amounts
to take into account special non recurring items, in determining financial and individual
performance.
At the end of fiscal year 2009, the Chief Executive Officer will review and assess the
performance of each of the other participants with respect to achievement of his or her individual
goals, and provide his recommendations thereon to the Compensation Committee. In addition, the
Compensation Committee will review and assess the Chief Executive Officers performance with
respect to achievement of his individual goals. The Compensation Committee will then determine the
level of payout of the portion of the Chief Executive Officers bonus arrangement with respect to
individual and Company goals, and each of the other participants, based on the Committees review
and assessment of the performance of each individual toward his or her individual goals and Company
goals.