8-KMaterial AgreementsExhibits & Filings

DEXCOM INC 8-K Report, Material Agreement (Apr 5, 2006)

Filed April 5, 2006For Securities:DXCM

Summary

This Form 8-K filing from DexCom, Inc. (DXCM) on April 5, 2006, primarily announces the entry into a material definitive agreement related to the hiring of Tae W. Andrews as Vice President of Marketing. This appointment is significant as it brings in experienced marketing leadership, with Mr. Andrews having a background in medical device and pharmaceutical companies, including a previous role at TheraSense, Inc., a developer of blood glucose monitoring systems. The agreement includes a base salary of $205,000 annually and an initial stock option grant for 100,000 shares, vesting over four years. Notably, the agreement contains provisions for accelerated vesting of stock options in the event of a change of control coupled with termination of employment without cause or constructive termination. It also outlines a severance package of six months' salary if Mr. Andrews is terminated without cause. These terms suggest a focus on aligning executive incentives with long-term company value and providing a safety net during potential transitional periods.

Key Highlights

  • 1DexCom, Inc. hired Tae W. Andrews as Vice President of Marketing, effective April 3, 2006.
  • 2Mr. Andrews' annual salary is set at $205,000.
  • 3He was granted an option to purchase 100,000 shares of common stock, vesting over four years.
  • 4The agreement includes provisions for accelerated vesting of stock options upon a change of control and termination of employment.
  • 5A severance package of six months' salary is stipulated if Mr. Andrews is terminated without cause.
  • 6Mr. Andrews has prior marketing experience at Accumetrics, Inc., Novalar Pharmaceuticals, and TheraSense, Inc. (a blood glucose monitoring company).

Frequently Asked Questions

Tae W. Andrews has been appointed as Vice President of Marketing. His hiring is significant as it brings experienced leadership to a crucial functional area for a growing company, particularly given his background in the medical device and pharmaceutical sectors, including experience with blood glucose monitoring systems at TheraSense, Inc.

Mr. Andrews will receive an annual salary of $205,000. He has also been granted an option to purchase 100,000 shares of DexCom's common stock, which will vest over a four-year period. The agreement also includes provisions for severance and accelerated vesting under specific circumstances.

In the event of a change of control at DexCom, if Mr. Andrews' employment is terminated without cause or he experiences a constructive termination within 12 months following the change of control, all his unvested stock options will immediately vest. This is a common incentive to retain key executives during potential acquisition scenarios.

If DexCom terminates Mr. Andrews' employment without cause, he is entitled to six months of his salary as severance. This payment is contingent upon him signing a general release and waiver of all claims.