Analogic Corporation (NASDAQ:ALOG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02(e)
On July20, 2017, the Company and Mark Frost entered into a Separation and Release of Claims Agreement (the “Separation Agreement”) in connection with the replacement of Mr.Frost as the Company’s Senior Vice President, Chief Financial Officer and Treasurer as of July13, 2017. The full text of the Separation Agreement, plus all exhibits and attachments thereto is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The following description of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement.
Under the Separation Agreement, Mr.Frost’s employment with the Company will terminate as of September11, 2017 (the “Separation Date”). Provided that Mr.Frost has not revoked the Separation Agreement, the Company will provide Mr.Frost with separation pay and benefits (“Separation Pay and Benefits”) as follows: (i)beginning on the first regular payroll date following sixtieth (60th)day after the Separation Date, separation pay in an amount equal to Mr.Frost’s most recent annual base salary for a period of twelve (12)months, such payment to be made in approximately equal installments according to the Company’s then-current payroll practices; (ii)continued payment of the Company’s then-current share of premium payments for Mr.Frost’s group health and dental insurance for a period of 12-months from the Separation Date; (iii)payment of an amount equal to Mr.Frost’s actual bonus as calculated according to the Company’s FY17 Annual Incentive Program, payable at such time and in the manner provided in such program; and (iv)outplacement assistance to a Company approved provider and program.
The Separation Agreement also provides that any vesting of outstanding equity awards to which Mr.Frost may be entitled will be determined in accordance with the applicable award agreement.
Mr.Frost’s receipt of Separation Pay and Benefits is conditioned on Mr.Frost providing a release of all claims in favor of the Company, reaffirming such release as of the Separation Date, agreeing not to solicit employees or customers of the Company for a period of one year following the Separation Date, and reaffirming a proprietary information and inventions agreement.
| Item 5.02 | Financial Statements and Exhibits |
(d)Exhibits
|
ExhibitNo. |
Description |
| 10.1 | Separation and Release of Claims Agreement between Mr.Frost and the Company dated July20, 2017 |
ANALOGIC CORP ExhibitEX-10.1 2 d419778dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 July 17,…To view the full exhibit click here
About Analogic Corporation (NASDAQ:ALOG)
Analogic Corporation designs, manufactures and commercializes guidance, diagnostic imaging and threat detection technologies. The Company operates through three segments: Medical Imaging, Ultrasound, and Security and Detection. The Company’s Medical Imaging segment provides medical imaging systems and subsystems for computed tomography (CT), magnetic resonance imaging (MRI) and high-resolution digital mammography. The Company’s Ultrasound business segment provides ultrasound procedure guidance systems for the urology and surgery markets. The Company’s Security and Detection segment designs and manufactures automated threat detection systems for aviation baggage inspection applications utilizing medical CT technology and systems used for deoxyribonucleic acid (DNA) analysis for law enforcement and government agencies.