CBMX Combimatrix Corp. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  February 27, 2015

CombiMatrix Corporation

 (Exact name of registrant as specified in its charter)

310 Goddard, Suite 150
Irvine, CA  92618

(Address of principal executive offices, including zip code)

(949) 753-0624

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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 240.24d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))

On February 27, 2015, pursuant to the authority granted under the CombiMatrix Corporation 2006 Stock Incentive Plan, the Compensation Committee of CombiMatrix Corporation (the “Company”) adopted a 2015 Executive Performance Bonus Plan (the “2015 Bonus Plan”), effective as of January 1, 2015, to provide certain members of the Company’s senior management the opportunity to earn incentive bonuses based on the Company’s attainment of specific financial performance objectives for 2015. The Compensation Committee determined that the Company’s Chief Executive Officer, Mark McDonough, and the Company’s Chief Financial Officer, Scott Burell, are eligible to receive such awards under the 2015 Bonus Plan.

A participant’s bonus under the 2015 Bonus Plan will consist of a cash incentive and will be based on achievement of between 89% and 150% of the Company’s 2015 net revenue target as determined by the Company’s Compensation Committee.  If the Company achieves 89% of the target net revenue, the CEO’s and CFO’s cash bonus will equal $35,000, respectively.  If the Company achieves 90% of the target net revenue, the CEO’s cash bonus will equal $77,500 and the CFO’s cash bonus will equal $55,000; if the Company achieves 100% of the target net revenue, the CEO’s cash bonus will equal $155,000 and the CFO’s cash bonus will equal $110,000; if the Company achieves 110% of the target net revenue, the CEO’s cash bonus will equal $180,000 and the CFO’s cash bonus will equal $127,500; if the Company achieves 130% of the target net revenue, the CEO’s cash bonus will equal $240,000 and the CFO’s cash bonus will equal $170,500; and if the Company achieves 150% of the target net revenue, the CEO’s cash bonus will equal $270,000 and the CFO’s cash bonus will equal $191,500 (and bonus payments will be computed on a pro rata basis between 101% and 150% of the target achieved).

Cash bonus payments, if earned, will be paid once the Company’s auditors have completed their annual audit and the actual 2015 net revenues are known, and will be paid out within seventy-five days following December 31, 2015.  In order to receive a bonus payment, the participant must be employed by the Company or its subsidiary at the time bonuses are computed and distributed.

The foregoing information is qualified in its entirety by reference to the actual terms of the 2015 Bonus Plan attached hereto as Exhibit 10.1 and which is incorporated herein by reference.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

10.1                        2015 Executive Performance Bonus Plan

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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.

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EXHIBIT 10.1

COMBIMATRIX CORPORATION

2015 EXECUTIVE PERFORMANCE BONUS PLAN

Purpose

Pursuant to the authority granted under CombiMatrix Corporation Compensation Committee Charter, the Compensation Committee (the “Committee”) of CombiMatrix Corporation (the “Company” or “our”) has adopted this 2015 Executive Performance Bonus Plan (the “Plan”) effective as of January 1, 2015.  The purpose of this Plan is to motivate executives to achieve the Company’s objectives and to minimize turnover for participants.  The Plan is intended to permit the payment of bonuses that qualify as performance-based compensation under Internal Revenue Code Section 162(m).

Structure

The performance bonus shall be tied to the achievement of our 2015 net revenue target as determined by the Committee.

The following table illustrates the target bonus amount for the Eligible Executives based on the level of achievement of our 2015 revenue targets. The target range is between 89% - 150% of the 2015 revenue target. Also, as noted below; anything above 150% will be paid out at 150% as that level is established as the maximum cap.

There shall be no pro rata increase in bonus payout between the 90% and 100% target level achieved, but bonus payments will be computed on a pro rata basis between 101% and 150% of the target achieved, which shall be the cap for the bonus plan.

Eligible Executives

The following executives are eligible for this program:

Mark McDonough, CEO

Scott Burell, CFO

Payments

In order to receive a bonus, the participant must be employed by CombiMatrix at the time bonuses are distributed.  The bonus calculations will occur once the Company’s auditors have completed their annual audit and the revenue numbers are known, and will be paid out within seventy-five days following December 31, 2015.

The Compensation Committee retains the latitude to adjust, or eliminate the award, due to unforeseen circumstances.  In order to obtain approval by the Compensation Committee for payout of bonuses under the Plan, gross margins, expense ratios, cash burn targets and cash collections need to be generally comparable to those defined in the 2015 consolidated budget.  The Committee wishes to encourage management and will not withhold approval, if there is substantial performance improvement during 2015.

Respectfully submitted,

THE COMPENSATION COMMITTEE

CombiMatrix Corporation