PRO-DEX, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Compensation of Chief Financial Officer
On
Grant of Stock Options & Stock Performance Awards to Chief Financial Officer
As previously disclosed in the Company's Current Reports on Form 8-K filed with
the
On
The market conditions related to the performance awards have already been
satisfied as of the date of grant to
The terms of the non-qualified stock options are summarized below:
First Vesting Target
The number of options to purchase shares of the Company's common stock to be
awarded based upon the volume-weighted average price ("VWAP") of the common
stock reaching or exceeding
Measurement Period End Date
Name First Testing Date Second Testing Date Third Testing Date
07/01/2022 01/01/2023 (1) 07/01/2023(1)(2)
Alisha Charlton 1,000 500 250
(1) If the First Vesting Target is met on or before the First Testing Date, no
additional options are awarded on the Second Testing Date or Third Testing
Date.
(2) If the First Vesting Target is met on or before the Second Testing Date, no
additional options are awarded on the Third Testing Date.
Second Vesting Target
The number of options to purchase shares of common stock to be awarded based
upon the VWAP of the common stock reaching or exceeding
Measurement Period End Date
Name First Testing Date Second Testing Date Third Testing Date
07/01/2024 01/01/2025 (1) 07/01/2025(1)(2)
Alisha Charlton 1,000 500 250
(1) If the Second Vesting Target is met on or before the First Testing Date, no
additional options are awarded on the Second Testing Date or Third Testing
Date.
(2) If the Second Vesting Target is met on or before the Second Testing Date, no
additional options are awarded on the Third Testing Date.
Third Vesting Target
The number of options to purchase shares of common stock to be awarded based
upon the VWAP of the common stock reaching or exceeding
Measurement Period End Date
Name First Testing Date Second Testing Date Third Testing Date
07/01/2026 01/01/2027 (1) 07/01/2027(1)(2)Alisha Charlton 1,000 500 250
(1) If the Third Vesting Target is met on or before the First Testing Date, no
additional options are awarded on the Second Testing Date or Third Testing
Date.
(2) If the Third Vesting Target is met on or before the Second Testing Date, no
additional options are awarded on the Third Testing Date.
Fourth Vesting Target
The number of options to purchase shares of common stock to be awarded based
upon the VWAP of the common stock reaching or exceeding
Measurement Period End Date
Name First Testing Date Second Testing Date Third Testing Date
07/01/2028 01/01/2029 (1) 07/01/2029(1)(2)Alisha Charlton 1,000 500 250
(1) If the Fourth Vesting Target is met on or before the First Testing Date, no
additional shares are awarded on the Second Testing Date or Third Testing
Date.
(2) If the Fourth Vesting Target is met on or before the Second Testing Date, no
additional shares are awarded on the Third Testing Date.
Fifth Vesting Target
The number of options to purchase shares of common stock to be awarded based
upon the VWAP of the common stock reaching or exceeding
Measurement Period End Date
Name First Testing Date Second Testing Date Third Testing Date
07/01/2030 01/01/2031 (1) 07/01/2031(1)(2)Alisha Charlton 1,000 500 250
(1) If the Fifth Vesting Target is met on or before the First Testing Date, no
additional shares are awarded on the Second Testing Date or Third Testing
Date.
(2) If the Fifth Vesting Target is met on or before the Second Testing Date, no
additional shares are awarded on the Third Testing Date.
The non-qualified stock options were granted pursuant to the Company's form of
Stock Option Agreement, a copy of which is filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the inline XBRL document)© Edgar Online, source
