UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

December 27, 2007

Date of Report (date of earliest event reported)

 

XTENT, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

 

 

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 Instruction 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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 27, 2007, the Compensation Committee of the Board of Directors of XTENT, Inc. (the “Company”) established 2008 annual base salaries for the following executive officers of the Company:

 

Name		Title		2008 Annual Base Salary
Gregory D. Casciaro		President and Chief Executive Officer		$	354,600
Timothy D. Kahlenberg		Chief Financial Officer		$	264,500
Jeffry J. Grainger		Vice President of Corporate Affairs and General Counsel		$	271,900
Randolph E. Campbell		Chief Technical Officer		$	262,900
Brian J. Walsh		Vice President of Sales and Marketing		$	223,100

 

On December 27, 2007, the Compensation Committee of the Board of Directors of the Company also established 2008 non-equity incentive amounts at threshold, target and maximum performance levels for the following executive officers of the Company:

 

				2008 Non-equity Incentive Amounts
Name		Title		Threshold			Target			Maximum
Gregory D. Casciaro		President and Chief Executive Officer		$	106,380		$	177,300		$	221,625
Timothy D. Kahlenberg		Chief Financial Officer		$	59,513		$	79,350		$	99,188
Jeffry J. Grainger		Vice President of Corporate Affairs and General Counsel		$	61,178		$	81,570		$	101,963
Randolph E. Campbell		Chief Technical Officer		$	59,153		$	78,870		$	98,588
Brian J. Walsh		Vice President of Sales and Marketing		$	50,779		$	67,705		$	84,631

 

In establishing the salaries and non-equity incentive amounts for the Company’s executives, the Compensation Committee considered, among other factors, market data provided by a compensation consultant engaged by the Committee.  In addition to his non-equity incentive set forth above, Brian Walsh will also receive a guaranteed bonus of $13,750 per quarter until commissions are earned on sales.  Non-equity incentive amounts at threshold, target and maximum levels are based on the achievement of certain regulatory, operational and financial milestones.  The threshold, target and maximum amounts represent the amount to be paid if all milestones are achieved at the threshold, target and maximum performance levels, respectively. Because non-equity incentive payments are based on the achievement of separate milestones, actual amounts paid may be less than the threshold, target and maximum amounts if some, but not all milestones are achieved at their respective performance levels.  For all executive officers except Gregory D. Casciaro, the milestones are weighted equally.  Non-equity incentive payments with respect to each milestone are to be made in the month following the month during which the applicable milestone is achieved.  The Company’s Compensation Committee retains the authority, in its sole discretion, to determine whether any milestone has been met and to make certain adjustments as it deems appropriate.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	XTENT, INC.
Date: January 3, 2008	By:	/s/ Jeffry J. Grainger
		Jeffry J. Grainger
		Vice President of Corporate
		Affairs and General Counsel