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 Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On September14, 2017, the Compensation Committee of the Analogic Corporation Board of Directors approved amendments to the Analogic Corporation Severance Plan for Management Employees (the “Severance Plan”) applicable to certain of our executive employees, including our executive officers.

Upon a Qualifying Termination, and subject to the execution and non-revocation of a severance agreement including a release of all legal claims against the Company, our executive officers are eligible to receive the following severance benefits: (a)base salary continuation during the Severance Period; (b)healthcare benefits continuation during the Severance Period, subject to the executive’s continued payment of contributions required of active employees; and (c)outplacement services provided through a Company-approved plan and provider, for a period not to exceed one year.

For the purposes of the Severance Plan, a Qualifying Termination means the involuntary termination of the executive’s employment initiated by the Company. A Qualifying Termination does not include (a)a termination for cause; (b)the executive’s voluntary resignation, retirement or death; (c)if the Company or its affiliate has offered the executive a comparable replacement position; (d)if, following the sale, outsourcing, or other disposition of any portion of the Company, the successor organization has offered the executive a comparable replacement position; (e)the executive’s failure to return to work within the time required following an approved leave of absence; (f)a change in employment that results from a natural disaster, unforeseeable governmental action, act of war, or other similar unanticipated business disaster; (g)a voluntary transfer of employment between the Company and any affiliate; or (h)the executive’s failure to improve his or her work performance to an acceptable level after previously being warned in writing by the Company.

Four our executive officers, Severance Period means the longer of (i)two weeks for each year of complete service; or (ii)26 weeks; plus, in either case, four weeks for those executive officers who are at least 40 years of age. The Severance Period will not be longer than 52 weeks.

Executives who have previously entered into an employment agreement that contains a provision for the payment (or nonpayment) of severance benefits or similar payments upon termination of employment are not eligible to receive severance benefits under the Severance Plan.

The Severance Plan does not provide for a gross-up payment to any of the executive officers, or any other eligible employee, to offset any excise taxes that may be imposed on excess parachute payments under Section4999 of the Internal Revenue Code of 1986, as amended.

The above description is a summary of the terms of the Severance Plan and is subject to and qualified in its entirety by the terms of the Severance Plan, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5.02 Financial Statements and Exhibits.

ANALOGIC CORP Exhibit
EX-99.1 2 d459846dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 ANALOGIC CORPORATION SEVERANCE PLAN FOR MANAGEMENT EMPLOYEES     As amended and restated,…
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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.