|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/05/07 Rubicon Technology, Inc. S-1 43:4.8M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 1.58M
10: EX-4.10 Warrant to Purchase Shares of Series B Preferred HTML 63K
Stock
11: EX-4.11 Warrant to Purchase Shares of Series B Preferred HTML 72K
Stock
12: EX-4.12 Warrant to Purchase Shares of Series B Preferred HTML 72K
Stock
13: EX-4.13 Warrant to Purchase Shares of Series C Preferred HTML 73K
Stock
14: EX-4.14 Form of Investor Warrant to Purchase Shares of HTML 68K
Series E Preferred Stock
15: EX-4.15 Warrant to Purchase Shares of Series E Preferred HTML 73K
Stock
16: EX-4.16 Warrant to Purchase Shares of Series E Preferred HTML 73K
Stock
17: EX-4.17 Warrant to Purchase Shares of Series E Preferred HTML 99K
Stock
2: EX-4.2 Fourth Amended and Restated Registration Rights HTML 119K
Agreement
3: EX-4.3 Third Amended and Restated Stockholders Agreement HTML 138K
4: EX-4.4 Series E Stockholders Agreement HTML 58K
5: EX-4.5 Form of Warrant to Purchase Shares of Series A HTML 54K
Preferred Stock
6: EX-4.6 Form of Investor Warrant to Purchase Shares of HTML 67K
Series B Preferred Stock
7: EX-4.7 Warrant to Purchase Shares of Series B Preferred HTML 84K
Stock
8: EX-4.8 Warrant to Purchase Shares of Series B Preferred HTML 83K
Stock
9: EX-4.9 Warrant to Purchase Shares of Series B Preferred HTML 83K
Stock
18: EX-10.1 Rubicon Technology, Inc 2001 Equity Plan HTML 75K
19: EX-10.1(A) Amendment No. 1 to the Rubicon Technology, Inc. HTML 17K
2001 Equity Plan
20: EX-10.1(B) Amendment No. 2 to the Rubicon Technology, Inc. HTML 17K
2001 Equity Plan
21: EX-10.1(C) Amendment No. 3 to the Rubicon Technology, Inc. HTML 18K
2001 Equity Plan
22: EX-10.1(D) Amendment No. 4 to the Rubicon Technology, Inc. HTML 23K
2001 Equity Plan
23: EX-10.1(E) Amendment No. 5 to the Rubicon Technology, Inc. HTML 17K
2001 Equity Plan
24: EX-10.1(F) Amendment No. 6 to the Rubicon Technology, Inc. HTML 19K
2001 Equity Plan
25: EX-10.1(G) Amendment No. 7 to the Rubicon Technology, Inc. HTML 18K
2001 Equity Plan
26: EX-10.1(H) Form of Option Grant Agreement Under the 2001 HTML 70K
Equity Plan
37: EX-10.10 Form of Post-Ipo Change of Control Severance HTML 24K
Agreement
38: EX-10.11 Form of Indemnification Agreement HTML 67K
39: EX-10.12 Commercial Lease, Dated as of December 23, 2004 HTML 89K
40: EX-10.12(A) Amendment to Commercial Lease Dated as of May 6, HTML 25K
2005
41: EX-10.13 Lease, Dated as of July 29, 2005 HTML 66K
42: EX-10.14 Industrial Building Lease, Dated as of July 18, HTML 122K
2007
27: EX-10.2 Rubicon Technology, Inc. 2007 Stock Incentive Plan HTML 220K
28: EX-10.3 Rubicon Technology, Inc. 2006 Incentive Bonus Plan HTML 17K
29: EX-10.4 Rubicon Technology, Inc. Management Incentive HTML 35K
Bonus Plan
30: EX-10.4(A) Amendment No. 1 to Management Incentive Bonus Plan HTML 19K
31: EX-10.5 Executive Employment Agreement, Dated as of HTML 94K
November 17, 2005
32: EX-10.5(A) Amendment to the Employment Agreement Dated July HTML 24K
25, 2007
33: EX-10.6 Employment Agreement, Dated as of March 29, 2004 HTML 38K
34: EX-10.7 Severance Agreement, Dated as of September 8, 2005 HTML 39K
35: EX-10.8 Executive Employment Agreement, Dated as of July HTML 84K
30, 2007
36: EX-10.9 Loan and Security Agreement, Dated as of April 9, HTML 151K
2007
43: EX-23.1 Consent of Grant Thornton LLP HTML 15K
| Rubicon Technology, Inc. Management Incentive Bonus Plan |
Exhibit 10.4
RUBICON TECHNOLOGY, INC.
MANAGEMENT INCENTIVE BONUS PLAN
Rubicon Technology, Inc. (the “Company”) has adopted this Rubicon Technology, Inc. Bonus Plan (the “Plan”) to provide the framework for the payment of bonuses to certain employees of the Company in the event that the Company is sold. The purpose of the Plan is to provide those employees with an opportunity to participate financially in the proceeds of such a transaction, such as a merger or sale of the Company, which may otherwise create personal uncertainties for such employees.
| 1. | ELIGIBILITY |
Employees of the Company designated by resolution of the Board of Directors of the Company (the “Board”) are eligible to receive a bonus (the “Bonus”) under the terms of this Plan. Each person who may receive a Bonus under this Plan is herein referred to as a “Participant.” In order to receive a Bonus, the Participant must be employed by the Company through the consummation of a Sale Transaction (as defined below).
| 2. | DEFINTIONS |
For purposes of this Plan, the following terms shall have the meanings set forth below:
“Initial Public Offering” shall mean the first offering by the Company of its equity securities to the public pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, or under any similar law then in effect.
“Sale Transaction” shall mean the consummation of a transaction involving: (i) any sale or transfer (in one transaction or a series of related transactions) of all or substantially all of the Company’s assets, property or business; (ii) any merger or consolidation with any other entity or entities where the Company is not the surviving entity (except for a merger effected solely for the purpose of changing the domicile of the Company); or (iii) any transaction or series of related transactions in which the stockholders of the Company immediately preceding such transaction or series of related transactions own, following such transaction or series of related transactions, less than fifty percent (50%) of the voting securities of the Company; provided, however, that in any event a Sale Transaction shall not be deemed to have occurred unless the Sale Proceeds (as defined below) exceed $50,000,000.
“Sale Proceeds” shall mean the consideration paid and received for the assets or equity of the Company in the Sale Transaction that is distributable to the stockholders of the Company (after payment of all expenses of sale, including, but not limited to legal, accounting, financing, management or retention fees, broker, investment banker or advisor fees and any other closing costs and payment of any outstanding liabilities of the Company not assumed in the Sale Transaction but expressly excluding the liability to pay any Bonuses under this Plan), up to the “Sale Proceeds Limit” (defined in this paragraph).
| RUBICON TECHNOLOGY, INC. | -1- | MANAGEMENT INCENTIVE BONUS PLAN |
For purposes of clarity, the value of any assumed liabilities in any Sale Transaction is not part of the Sale Proceeds. To the extent that the Sale Proceeds are not paid in cash, the value of such Sale Proceeds shall be as valued in the Sale Transaction and as otherwise determined by the Board in its sole and absolute discretion. If the Sale Transaction provides for any deferred payment of consideration (such as payments contingent upon the business attaining certain financial or other business goals during a designated period or deferred payments to be held-back and applied against any indemnification claims following the consummation of the Sale Transaction), then such deferred payments shall not be deemed Sale Proceeds until paid and received (and shall be subject in the case of hold-backs to off-set for indemnification claims). For purposes of this Plan, “Sale Proceeds Limit” shall mean an amount equal to the total value of the liquidation preferences (including accrued but unpaid dividends) of all outstanding series of the Company’s preferred stock measured immediately prior to the consummation of the Sale Transaction, plus $8,000,000.
| 3. | BONUSES |
In connection with the consummation of a Sale Transaction, subject to the terms hereof, the Company shall pay each Participant a Bonus in an amount equal to the Sales Proceeds multiplied by the percentage specified by resolution of the Board at the time that the Participant was designated as a Participant under the Plan. Unless the Board expressly provides otherwise in any resolution designating an employee as a Participant under this Plan and specifying a percentage, percentages specified by resolution are subject to reduction to reflect dilution for any securities that may be issued after the resolution date (or any other date specified in the resolution and to which the percentage established relates) and any adjustments in the conversion rates of the outstanding preferred stock of the Company occurring after that date. Notwithstanding the foregoing, Bonus percentages are not subject to adjustment for any proportionate changes in the outstanding capital stock of the Company such as by means of a stock dividend or split, reverse stock split or the like and any resulting changes in the conversion rates of the outstanding preferred stock of the Company. Payment of Bonuses shall be made within thirty days of the receipt of the Sale Proceeds. If Sale Proceeds are payable on a deferred basis, payment shall be made based on the calculation set forth in the first sentence of this paragraph (subject to reduction as provided in this Plan), only as and within thirty days of the receipt of the deferred portions of the Sale Proceeds. Bonuses shall be payable in cash, or at the option of the Company, in such form of consideration as payable in the Sale Transaction.
No Participant or other person shall have any interest in any of the assets of the Company by reason of being eligible to receive a benefit under this Plan. Participants shall have only the rights of a general unsecured creditor of the Company with respect to any rights under the Plan; provided, that payment of such Bonuses shall be made as if on a pari passu basis with the liquidation preference of the Company’s most senior series of preferred stock (the “Senior Liquidation Preference”) or the shares into which such stock was converted prior to the Sale Transaction, as a part thereof. Accordingly, if the Sale Proceeds (or the assets of the Company available for distribution, if applicable) after
| RUBICON TECHNOLOGY, INC. | -2- | MANAGEMENT INCENTIVE BONUS PLAN |
payment of any Bonuses would be insufficient to pay the full Senior Liquidation Preference, then payment of the Bonuses will be made on a pro rata basis with the Senior Liquidation Preference (and the Bonuses shall be reduced accordingly).
Examples
| • | If all of the assets of the Company are sold for consideration valued at $45,000,000, then no Sale Transaction will be deemed to have occurred. |
| • | If (i) the Company enters into a Sale Transaction for consideration valued at $60,000,000, (ii) the expenses of the transaction and the outstanding liabilities of the Company equals $20,000,000, (iii) the Senior Liquidation Preference is $17,000,000 (and thus enough assets to pay the full Senior Liquidation Preference), and (iv) the aggregate Bonus percentages for all Participants under the Plan is 5%, then the aggregate Bonuses would equal $2,000,000 (5% of $40,000,000 ($60,000,000 less $20,000,000)) and, since the Sales Proceeds would be sufficient to pay the Senior Liquidation Preference, the Bonuses would not be subject to reduction pursuant to the second paragraph of Section 3 of this Plan. In this example, each Participant’s specific Bonus would be equal to their respective percentage (as determined in the first paragraph of Section 3 of this Plan) multiplied by $40,000,000 (e.g., if a Participant’s designated percentage is .05%, then the Bonus shall be equal to $20,000). |
| • | If (i) the Company enters into a Sale Transaction with Sale Proceeds valued at $60,000,000, (ii) the expenses of the transaction and the outstanding liabilities of the Company equals $35,000,000, (iii) the Senior Liquidation Preference is $25,000,000, and (iv) the aggregate Bonus percentages of all Participants under the Plan is 6%, then the aggregate Bonuses for all Participants would be $1,500,000 (6% of $25,000,000 ($60,000,000 less $35,000,000)), provided that there would not be enough Sales Proceeds to pay the Senior Liquidation Preference and accordingly, the Bonuses will be payable on a pro rata basis with the Senior Liquidation Preference and reduced by approximately 5.7%. |
| 4. | MISCELLANEOUS |
The Board (or a committee of the Board designated by it, which committee shall be deemed the Board for all purposes of this Plan), will administer this Plan in accordance with its terms, and will have all power necessary to carry out the Plan. The Board has full discretion to, and will, interpret the Plan and determine all questions arising in its administration, interpretation and application, including but not limited to questions of eligibility and the calculations of any payments contemplated by this Plan. All determinations by the Board shall be final, conclusive and binding on all persons.
The Company reserves the right to amend or terminate this Plan at any time without the consent of any Participant, provided that without the written consent of the Participant, no amendment or termination shall adversely affect the rights of Participants to benefits
| RUBICON TECHNOLOGY, INC. | -3- | MANAGEMENT INCENTIVE BONUS PLAN |
previously granted under this Plan (except for amendments immaterially affecting all Participants in a like manner excluding differences based on Bonus percentages). Notwithstanding the foregoing, this Plan and all rights and benefits granted hereunder shall terminate immediately upon consummation of an Initial Public Offering.
Participation in the Plan does not guarantee or imply continued employment and nothing in this Plan is intended to create an employment agreement with a Participant or any other employee of the Company, it being the express understanding that all employment by the Company (except as might be agreed to otherwise in a written instrument outside this Plan) is “at-will.”
All measurements and calculations shall be done by the Board, using such rounding conventions as it deems appropriate in its sole discretion and all such measurements shall be final, conclusive and binding on all persons.
Any payments under this Plan shall be subject to withholding for applicable deductions required by federal, state or local law.
This Plan is dated as of February 28, 2007.
| RUBICON TECHNOLOGY, INC. | -4- | MANAGEMENT INCENTIVE BONUS PLAN |
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/5/07 | None on these Dates | ||
| 2/28/07 | ||||
| List all Filings | ||||