Natus Medical Incorporated (NASDAQ:BABY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 24, 2018 an employment agreement was executed between Natus Medical Incorporated (the “Company”) and its Chief Executive Officer, Jonathan A. Kennedy (the “Employment Agreement”). The Board appointed Mr. Kennedy President and Chief Executive Officer on July 11, 2018 as reported in the Form 8-K filed by the Company on July 12, 2018 (the “Prior 8-K”). The Employment Agreement provides for Mr. Kennedy's initial salary, participation in the Company's Cash Incentive Plan and award of stock options and performance stock units as reported in the Prior 8-K. The Employment Agreement further provides for payments upon termination of employment, including payments due upon a termination following a Change of Control (as defined in the Employment Agreement). For termination other than due to cause, death or disability, Mr. Kennedy would be entitled to receive: (a) a lump sum payment due and payable within thirty (30) days after the date of separation, less applicable withholding taxes, equal to two times his then current base salary, (b) the immediate vesting of any unvested equity awards (including vesting at target of any performance stock units), and (c) continued payment by the Company of COBRA benefits through the lesser of (i) 18 months from the effective date of such termination, or (ii) the date upon which he and his eligible dependents become covered under similar plans.
The agreement provides that if within twelve months of a Change of Control transaction Mr. Kennedy terminates his employment for “good reason” or is terminated without cause, then he will receive (a) a lump sum payment due and payable within thirty (30) days after the date of separation, less applicable withholding taxes, equal to two times the sum of (i) the greater of his then current base salary rate and his base salary rate in effect immediately prior to the change in control transaction and (ii) 50% of the greater of his target bonus then in effect and 50% of his target bonus as in effect immediately prior to the change in control transaction; (b) the immediate vesting of any unvested equity awards and (c) continued provision of COBRA or similar benefits through the lesser of (i) 24 months from the effective date of such termination, or (ii) the date upon which he and his eligible dependents become covered under similar plans.
The Employment Agreement is attached as Exhibit 99.1 to this report and incorporated herein by reference.
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Item 5.02. |
Financial Statements and Exhibits |
(d) Exhibits.
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ExhibitNo. |
Description |
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99.1 |
Employment agreement between the Company and Jonathan A. Kennedy dated August 24, 2018 |
NATUS MEDICAL INC ExhibitEX-99.1 2 natus-employmentagreementj.htm EXHIBIT 99.1 Exhibit Exhibit 99.1NATUS MEDICAL INCORPORATED JONATHAN A KENNEDY EMPLOYMENT AGREEMENT This Employment Agreement (the “Employment Agreement”) is entered into as of August 24,…To view the full exhibit click here
About Natus Medical Incorporated (NASDAQ:BABY)
Natus Medical Incorporated is a provider of newborn care and neurology healthcare products and services used for the screening, diagnosis, detection, treatment, monitoring and tracking of common medical ailments in newborn care, hearing impairment, neurological dysfunction, epilepsy, sleep disorders, neuromuscular diseases and balance and mobility disorders. The Company’s segment is neurology and newborn care product families. Its product offerings include computerized neurodiagnostic systems for audiology, neurology, polysomnography, and neonatology, as well as newborn care products, such as hearing screening systems, phototherapy devices for the treatment of newborn jaundice, head-cooling products for the treatment of brain injury in newborns, incubators to control the newborn’s environment, and software systems for managing and tracking disorders and diseases for public health laboratories. It is organized into two strategic business units: Neurology and Newborn Care.
