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Corindus Vascular Robotics, Inc. – ‘S-1/A’ on 5/26/15 – ‘EX-10.17’

On:  Tuesday, 5/26/15, at 7:37am ET   ·   Delayed-Release:  Document/Exhibit  –  Release Delayed   ·   Accession #:  1193125-15-199337   ·   File #:  333-204037

Previous ‘S-1’:  ‘S-1’ on 5/11/15   ·   Next & Latest:  ‘S-1/A’ on 5/26/15

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/26/15  Corindus Vascular Robotics, Inc.  S-1/A¶                95:7.5M                                   Donnelley … Solutions/FA

Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML   1.12M 
                (General Form)                                                   
95: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     37K 
 2: EX-1.1      Underwriting Agreement                              HTML    220K 
 3: EX-5.1      Opinion of Counsel re: Legality                     HTML     31K 
 4: EX-10.1     Material Contract                                   HTML     74K 
 6: EX-10.16    Material Contract                                   HTML     53K 
 7: EX-10.17    Material Contract                                   HTML     32K 
 5: EX-10.2     Material Contract                                   HTML     75K 
 8: EX-23.2     Consent of Experts or Counsel                       HTML     26K 
64: R1          Document and Entity Information                     HTML     42K 
51: R2          Condensed Consolidated Balance Sheets (Unaudited)   HTML    144K 
62: R3          Condensed Consolidated Balance Sheets (Unaudited)   HTML     58K 
                (Parenthetical)                                                  
66: R4          Condensed Consolidated Statements of Operations     HTML     80K 
                and Comprehensive Loss (Unaudited)                               
85: R5          Condensed Consolidated Statement of Stockholders'   HTML     95K 
                Equity (Unaudited)                                               
53: R6          Condensed Consolidated Statement of Stockholders'   HTML     34K 
                Equity (Unaudited) (Parenthetical)                               
61: R7          Condensed Consolidated Statements of Cash Flows     HTML    138K 
                (Unaudited)                                                      
46: R8          Condensed Consolidated Statements of Cash Flows     HTML     30K 
                (Unaudited) (Parenthetical)                                      
36: R9          Nature of Operations                                HTML     47K 
87: R10         Significant Accounting Policies                     HTML    142K 
68: R11         Reverse Acquisition                                 HTML     47K 
67: R12         Inventories                                         HTML     39K 
73: R13         Property and Equipment                              HTML     38K 
74: R14         Notes Receivable                                    HTML     32K 
71: R15         Accrued Expenses                                    HTML     35K 
75: R16         Long-Term Debt                                      HTML     45K 
63: R17         Income Taxes                                        HTML     49K 
65: R18         Stockholders' Equity                                HTML     37K 
70: R19         Stock-Based Compensation                            HTML     56K 
94: R20         Warrants to Purchase Common Stock                   HTML     41K 
81: R21         Commitments                                         HTML     36K 
57: R22         Net Loss per Share                                  HTML     41K 
69: R23         Restructuring Charge                                HTML     33K 
59: R24         401(k) Plan                                         HTML     31K 
27: R25         Immaterial Correction of Errors                     HTML     32K 
82: R26         Subsequent Events                                   HTML     31K 
90: R27         Related Party Transactions                          HTML     40K 
41: R28         Significant Accounting Policies (Policies)          HTML    179K 
40: R29         Significant Accounting Policies (Tables)            HTML     57K 
44: R30         Reverse Acquisition (Tables)                        HTML     36K 
45: R31         Inventories (Tables)                                HTML     38K 
47: R32         Property and Equipment (Tables)                     HTML     37K 
22: R33         Accrued Expenses (Tables)                           HTML     34K 
79: R34         Long-Term Debt (Tables)                             HTML     37K 
55: R35         Income Taxes (Tables)                               HTML     46K 
58: R36         Stock-Based Compensation (Tables)                   HTML     56K 
31: R37         Warrants to Purchase Common Stock (Tables)          HTML     46K 
93: R38         Commitments (Tables)                                HTML     32K 
15: R39         Net Loss per Share (Tables)                         HTML     38K 
48: R40         Nature of Operations - Additional Information       HTML     82K 
                (Detail)                                                         
84: R41         Significant Accounting Policies - Additional        HTML    198K 
                Information (Detail)                                             
29: R42         Significant Accounting Policies - Schedule of       HTML     39K 
                Assets and Liabilities Measured at Fair Value on a               
                Recurring Basis (Detail)                                         
39: R43         Significant Accounting Policies - Roll-forward of   HTML     36K 
                Warranty Liability (Detail)                                      
43: R44         Significant Accounting Policies - Property and      HTML     50K 
                Equipment, Estimated Useful Lives (Detail)                       
52: R45         Significant Accounting Policies - Assumptions Used  HTML     43K 
                to Estimate Fair Value of Stock Options Granted                  
                Using Black-Scholes-Merton Option Pricing Model                  
                (Detail)                                                         
21: R46         Significant Accounting Policies - Schedule of       HTML     35K 
                Concentration of Customers (Detail)                              
35: R47         Reverse Acquisition - Additional Information        HTML     51K 
                (Detail)                                                         
17: R48         Reverse Acquisition - Schedule of Business          HTML     44K 
                Acquisitions (Detail)                                            
83: R49         Inventories - Schedule of Inventories Valued under  HTML     40K 
                FIFO Method (Detail)                                             
28: R50         Inventories - Additional Information (Detail)       HTML     29K 
80: R51         Property and Equipment - Additional Information     HTML     31K 
                (Detail)                                                         
32: R52         Property and Equipment - Summary of Property and    HTML     63K 
                Equipment, Net (Detail)                                          
49: R53         Notes Receivable - Additional Information (Detail)  HTML     43K 
16: R54         Accrued Expenses - Schedule of Accrued Expenses     HTML     53K 
                (Detail)                                                         
20: R55         Long-Term Debt - Additional Information (Detail)    HTML     95K 
42: R56         Long-Term Debt - Assumption for the Valuation of    HTML     46K 
                Warrants Issued (Detail)                                         
24: R57         Long-Term Debt - Schedule of Future Principal       HTML     40K 
                Payments Under Borrowing Arrangement (Detail)                    
88: R58         Income Taxes - Reconciliation of Effective Income   HTML     62K 
                Tax rate (Detail)                                                
54: R59         Income Taxes - Schedule of Deferred Income Tax      HTML     59K 
                Assets and Liabilities (Detail)                                  
72: R60         Income Taxes - Additional Information (Detail)      HTML     37K 
34: R61         Stockholders' Equity - Additional Information       HTML     32K 
                (Detail)                                                         
37: R62         Stock-Based Compensation - Additional Information   HTML     61K 
                (Detail)                                                         
78: R63         Stock-Based Compensation - Summary of the Activity  HTML     89K 
                Under the Company's Stock Option Plans (Detail)                  
76: R64         Stock-Based Compensation - Schedule of Stock-Based  HTML     41K 
                Compensation Expense (Detail)                                    
56: R65         Warrants to Purchase Common Stock - Additional      HTML     39K 
                Information (Detail)                                             
77: R66         Warrants to Purchase Common Stock - Rollforward of  HTML     47K 
                Warrant Liability (Detail)                                       
33: R67         Warrants to Purchase Common Stock - Schedule of     HTML     46K 
                Assumptions in Revaluation of Outstanding Warrants               
                (Detail)                                                         
60: R68         Warrants to Purchase Common Stock - Schedule of     HTML     45K 
                Warrants Outstanding (Detail)                                    
89: R69         Commitments - Additional Information (Detail)       HTML     43K 
19: R70         Commitments - Schedule of Future Minimum Lease      HTML     42K 
                Payments (Detail)                                                
26: R71         Net Loss per Share - Schedule of Securities         HTML     43K 
                Excluded from Computation of Net Loss per Share                  
                (Detail)                                                         
50: R72         Restructuring Charge - Additional Information       HTML     30K 
                (Detail)                                                         
23: R73         Immaterial Correction of Errors - Additional        HTML     38K 
                Information (Detail)                                             
92: R74         Stock-based Compensation - Summary of Assumptions   HTML     41K 
                Used to Estimate the Fair Value of the Stock                     
                Options Granted (Detail)                                         
30: R75         Related Party Transactions - Additional             HTML     66K 
                Information (Detail)                                             
25: R76         Subsequent Events - Additional Information          HTML     33K 
                (Detail)                                                         
91: XML         IDEA XML File -- Filing Summary                      XML    142K 
18: EXCEL       IDEA Workbook of Financial Reports                  XLSX    180K 
38: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    740K 
 9: EX-101.INS  XBRL Instance -- cvrs-20150331                       XML   1.17M 
11: EX-101.CAL  XBRL Calculations -- cvrs-20150331_cal               XML    208K 
12: EX-101.DEF  XBRL Definitions -- cvrs-20150331_def                XML    528K 
13: EX-101.LAB  XBRL Labels -- cvrs-20150331_lab                     XML   1.19M 
14: EX-101.PRE  XBRL Presentations -- cvrs-20150331_pre              XML    873K 
10: EX-101.SCH  XBRL Schema -- cvrs-20150331                         XSD    170K 
86: ZIP         XBRL Zipped Folder -- 0001193125-15-199337-xbrl      Zip    167K 


‘EX-10.17’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.17  

Exhibit 10.17

Directors’ Compensation Policy

 

Overview

The Board of Directors of Corindus Vascular Robotics, Inc. (the “Board”) has approved the following Director Compensation Policy (“Policy”) to provide an inducement to attract and retain the services of qualified persons to serve as directors.

Eligibility

This Policy shall apply to each director of the Board of Directors of Corindus Vascular Robotics, Inc. (the “Board”) who is not an employee of, or compensated consultant to, Corindus or any of its affiliates (a “non-employee director”). Employees of Corindus and their affiliates are not eligible to receive compensation under this Policy.

Director Compensation

Each non-employee director shall be compensated as follows:

 

     Outside
Directors
 

Annual Board Cash Retainer

   $ 20,000   

Annual Equity Award (Stock Options)

   $ 90,000   

Additional Board Chair Retainer

   $ 8,000   

Additional Audit Committee Chair Retainer

   $ 8,000   

Additional Compensation Committee Chair Retainer

   $ 6,000   

Additional Nominating Committee Chair Retainer

   $ 4,000   

Additional Audit Committee Member Retainer

   $ 4,000   

Additional Compensation Committee Member Retainer

   $ 3,000   

Additional Nominating Committee Member Retainer

   $ 2,000   

Equity Grants

Each Outside Director shall be granted under Corindus’ 2014 Stock Award Plan or any successor plan (the “Stock Award Plan”) stock options for shares of Corindus’ common stock each year at the annual meeting of the Board following Corindus’ annual meeting of stockholders beginning in calendar year 2016. The exercise price shall equal the closing price of a share of Corindus’ common stock on the grant date. The number of shares subject to the stock options shall be determined based on the Black-Scholes value of an option as of the grant date. The stock options shall vest 50% on the first anniversary of the grant date and 100% on the second anniversary of the grant date, subject to the outside director’s continued service on the Board. The grants shall vest in full immediately upon a Change in Control (as defined in the Stock Award Plan).


Payment Term for Cash Fees and Retainer

Cash payments to non-employee directors shall be paid quarterly in advance as of the first day of each fiscal quarter. Cash fees and retainers shall commence effective as of July 1, 2015, provided the Company has then completed an initial public offering. A non-employee director shall receive his or her cash compensation after first being elected or appointed to the Board on a pro-rated basis during the first fiscal quarter in which he or she was initially appointed or elected for the number of days during which he or she provides service.

Expense Reimbursement

Upon presentation of documentation of such expenses reasonably satisfactory to Corindus, each non-employee director shall be reimbursed for his or her reasonable out-of-pocket business expenses incurred in connection with attending meetings of the Board and its committees or in connection with other business related to the Board. Each non-employee director shall also be reimbursed for his or her reasonable out-of-pocket business expenses authorized by the Board or one of its committees that are incurred in connection with attendance at meetings with Corindus’ management. Each non-employee director shall abide by Corindus’ travel and other policies applicable to company personnel.

Policy Review / Amendments

The Compensation Committee or the Board shall review this Policy from time to time to assess whether any amendments in the type and amount of compensation provided herein should be adjusted in order to fulfill the objectives of this Policy. This Policy may only be amended by the Board.

Approved by the Corindus Vascular Robotics Board of Directors on May 18, 2015

 

2


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1/A’ Filing    Date    Other Filings
7/1/15
Filed on:5/26/15424B3,  8-K,  CORRESP,  S-1/A
5/18/15
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Filing Submission 0001193125-15-199337   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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