ICU MEDICAL, INC. (NASDAQ:ICUI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers.
Amended and Restated Employment Agreement with Vivek Jain (the
Amended Employment Agreement), the Companys Chief Executive
Officer. The Amended Employment Agreement is effective as of May
8, 2017 and will continue until May 8, 2020, unless earlier
terminated, and supersedes the Employment Agreement with Mr.
Jain, dated February 7, 2014, as amended by that certain
Amendment to Executive Employment Agreement, dated as of February
12, 2014 (as amended, the Original Employment Agreement). The
term of the Amended Employment Agreement is subject to automatic
one-year renewal terms unless either the Company or Mr. Jain
gives written notice of termination at least 60 days prior to the
end of the applicable term.
Employment Agreement provides for:
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An annual base salary of $650,000;
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Participation in the annual bonus plan of the Company, to
which Mr. Jains target bonus opportunity will not be less than one hundred percent of his base salary; |
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Eligibility for annual equity incentive awards under any
applicable plans adopted by the Company during the period of employment for which executives are generally eligible; |
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Up to $10,000 in reimbursed legal fees and expenses
incurred in connection with the negotiation of the Amended Employment Agreement; and |
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Certain other benefits and reimbursements.
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Company without cause, by Mr. Jain for good reason, by reason of
a non-renewal of the term by the Company and Mr. Jain is willing
and able, at the time of such non-renewal, to continue performing
services under the Amended Employment Agreement or by reason of
Mr. Jains death or disability (each, as defined in the Amended
Employment Agreement as an involuntary termination), Mr. Jain
will receive, subject to delivery and non-revocation of a general
release of claims in favor of the Company:
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A lump sum payment in cash equal to the sum of (i) one and
a half times the sum of (x) his base salary and (y) his target bonus for the year of termination; and (ii) a prorated portion of his cash performance bonus for the year of termination; |
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Full vesting of the shares subject to any then-outstanding
Company equity-based awards (with all performance goals or other vesting criteria deemed to be achieved at target levels) granted to Mr. Jain between January 1, 2014 to December 31, 2016; |
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Extension of the exercise period for all of Mr. Jains
outstanding Company stock options, to the extent vested, for a period of three years following the termination date, but in no event later than the ten year term/expiration date of the applicable option; and |
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Company-paid healthcare continuation coverage for Mr. Jain
and his dependents for up to eighteen months after the termination date. |
during the period beginning on and including sixty days prior to
the date of a change in control (as defined in the Amended
Employment Agreement) and ending on and including the two-year
anniversary of the date of a change in control, Mr. Jain will
receive the same payments and benefits except his cash severance
multiplier will be two (rather than one and a half) and all of
his then-outstanding Company equity-based awards that vest solely
based on Mr. Jains continued service will vest in full.
Amended Employment Agreement or otherwise would become subject to
excise taxes imposed by Section 4999 of the Code (the Excise
Tax), such payments of benefits would be (i) delivered in full,
or (ii) reduced such that no portion of the payments or benefits
would be subject to the Excise Tax, whichever is more favorable
on an after tax basis to Mr. Jain.
Employment Agreement is qualified in its entirety by the full
terms and conditions of the Amended Employment Agreement, a copy
of which is filed as Exhibit 10.1 hereto and is
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Exhibit No.
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Description
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10.1
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Amended and Restated Executive Employment Agreement,
dated as of May 8, 2017, by and between ICU Medical, Inc. and Vivek Jain. |
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About ICU MEDICAL, INC. (NASDAQ:ICUI)
ICU Medical, Inc. is engaged in the development, manufacturing and sales of medical devices used in infusion therapy, oncology and critical care applications. The Company’s product line includes needlefree connection devices, closed system transfer devices (CSTD), needlefree closed blood sampling systems, disposable pressure transducer systems and hemodynamic monitoring systems. It operates through the segment, which is engaged in the development, manufacturing and sale of medical technologies used in infusion therapy, critical care and oncology applications. Its Infusion Therapy products include MicroClave and MicroClave Clear, Neutron, NanoClave, Clave and SwabCap. Its Critical Care products include Hemodynamic Monitoring Systems, Closed Blood Sampling and Conservation Systems, and Other Critical Care Products and Accessories. Its Oncology products include ChemoLock CSTD and components, ChemoClave CSTD and components and Diana hazardous drug compounding system. ICU MEDICAL, INC. (NASDAQ:ICUI) Recent Trading Information
ICU MEDICAL, INC. (NASDAQ:ICUI) closed its last trading session up +2.30 at 157.35 with 93,058 shares trading hands.
