Waters Corporation (NASDAQ:WAT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December5, 2016, Eugene G. Cassis, Senior Vice President and
Chief Financial Officer of Waters Corporation (the Company),
communicated his intention to transition to a reduced workload
and resign as the Companys Chief Financial Officer effective
January9, 2017. Mr.Cassis will then continue to serve the Company
in a senior advisory capacity.
The Board of Directors of the Company has elected Sherry Buck,
age 53, to serve as the Companys Senior Vice President and Chief
Financial Officer effective January9, 2017. Previously, Ms.Buck
served as the Vice President, Chief Financial Officer of Libbey
Inc., Toledo, Ohio since 2012. Prior to that, she served as Vice
President Finance/Chief Financial Officer, Global Product and
Enterprise Cost Leadership, at Whirlpool Corporation, Benton
Harbor, Michigan, since October 2010.
In connection with Ms.Bucks hiring, on December5, 2016, the
Company entered into an offer letter (the Agreement) with
Ms.Buck. The Agreement provides that, effective January9, 2017
(the Start Date), Ms.Buck will serve as Senior Vice President and
Chief Financial Officer of the Company. to the terms of the
Agreement, Ms.Buck is entitled to receive an annual base salary
of $525,000 and is eligible for an annual bonus based on
achievement of performance objectives established by the
Compensation Committee of the Companys Board of Directors in its
discretion (the Compensation Committee). The target amount of the
annual bonus is 75% of Ms.Bucks base salary. In addition, Ms.Buck
will be entitled to receive, within 10 business days following
the Start Date, a non-qualified stock option award having a value
on the date of grant of $1,225,000. The award will vest as to 20%
of the shares of common stock underlying the award on each of the
first five anniversaries of the date of grant, generally subject
to continued employment on each vesting date and subject to the
other terms and conditions of the Companys equity incentive plan
and the award agreement evidencing such option.
The Agreement also provides that, in connection with the
commencement of her employment, Ms.Buck will receive the
following within 10 business days following the Start Date,
subject to the approval of the Compensation Committee:
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a restricted stock unit award, with the number of restricted stock units subject to the award determined by dividing $300,000 by the closing price of a share of Company common stock on the date of grant. Such restricted stock unit award will vest as to one-third of the award on each of the first three anniversaries of the date of grant, subject to continued employment on each vesting date. |
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a non-qualified stock option award having a Black-Scholes value on such date of $300,000. The non-qualified stock option award will vest as to 20% of the shares of common stock underlying the award on each of the first five anniversaries of the date of grant, subject to continued employment on each vesting date. |
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a cash payment of $300,000, subject to repayment of a pro rata amount thereof (based on the date of termination of employment) if Ms.Buck resigns without Good Reason or her employment is terminated by the Company for Cause within the one-year period following the Start Date. |
The Agreement also provides that Ms.Buck will be entitled to
reimbursement of certain costs associated with her relocation to
the Milford, Massachusetts area to the Companys executive
relocation program.
If Ms.Bucks employment is terminated by the Company other than
for Cause or if she resigns for Good Reason, Ms.Buck will be
entitled to receive, subject to the execution of a release of
claims and continued compliance with the restrictive covenants
contained in the Agreement, continued salary and target annual
bonus for a period of twelve (12)months. In addition, Ms.Buck
will be entitled to receive a lump sum
payment equal to the amount that the Company would have paid in
premiums under the life, accident, health and dental insurance
plans in which Ms.Buck and her dependents were participating
immediately prior to the termination of her employment for the
twelve (12)month period following the date of termination. If
Ms.Buck is employed on or after July1 of the year in which her
employment termination occurs, she will also be entitled to a
pro-rata annual bonus for such year, based on actual performance.
Ms.Buck will be subject to non-competition and non-solicitation
restrictions for a period of one year following the termination
of her employment.
The Agreement includes certain other customary terms, including
with respect to protection of confidential information and
documents, assignment of intellectual property rights,
reimbursement of business expenses, indemnification and insurance
coverage.
The Agreement also provides that the Company will enter into a
change of control/severance agreement with Ms.Buck on the Start
Date, which will be in customary form and consistent with the
terms of the change of control/severance agreements entered into
between the Company and certain of the Companys other executive
officers.
Item9.01 |
Financial Statements and Exhibits. |
Exhibit 99.1 Waters Corporation press release dated December8,
2016.
About Waters Corporation (NASDAQ:WAT)
