Item 1.01 Entry into a Material Definitive Agreement | ||||||||
| Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers | ||||||||
| SIGNATURES | ||||||||
Table of Contents
| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 12, 2007, the Board of Directors of Adeza Biomedical Corporation (the Company)
approved certain amendments to the Companys management continuity agreements (each, an Agreement
and collectively, the Agreements) with each of the Companys Chief Executive Officer; Chief
Financial Officer; and other named executive officers. The Company believes that the amended
Agreements are appropriate for the Companys needs and consistent with industry standards.
The amendments to the Agreement with the Companys Chief Executive Officer provide, among
other things, that in the event that the Chief Executive Officers employment is terminated other
than for cause or if he resigns for good reason (each as defined in the Agreement) at any time
within 12 months following a change of control (as defined in the Agreement), the Chief Executive
Officer will receive severance benefits equal to 24 months of his salary, a lump sum payment equal
to 200% of the bonus payment made to the Chief Executive Officer for the prior fiscal year, a lump
sum payment equal to a prorated portion of the bonus payment made to the Chief Executive Officer
for the prior fiscal year based on the number of completed months of employment in the year in
which the termination occurs and continuation of his health insurance benefits at the Companys
expense under COBRA for up to 24 months.
The amendments to the Agreements with the Companys Chief Financial Officer and the Companys
other named executive officers provide, among other things, that in the event that such officers
employment is terminated other than for cause or if he/she resigns for good reason (each as
defined in the Agreement) at any time within 12 months following a change of control (as defined
in the Agreement), such officer will receive severance benefits equal to 18 months of his/her
salary, a lump sum payment equal to 150% of the bonus payment made to such officer for the prior
fiscal year, a lump sum payment equal to a prorated portion of the bonus payment made to such
officer for the prior fiscal year based on the number of completed months of employment in the year
in which the termination occurs, and continuation of his/her health insurance benefits at the
Companys expense under COBRA for up to 18 months.
Additional terms and conditions are set forth in the Agreements. The foregoing descriptions
are subject to, and qualified in their entirety by, the Agreements.
| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
The following sets forth a summary of the bonuses awarded for performance in 2006 for the
Companys (i) Chief Executive Officer; (ii) Chief Financial Officer; and (iii) other named
executive officers for whom compensation disclosure was required in the Companys most recent
proxy statement filed with the Securities and Exchange Commission, which bonuses were approved by
the Board of Directors of the Company on January 12, 2007.


