athenahealth, Inc. (NASDAQ:ATHN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 and to file his employment agreement under Item 5.02. Except as specifically stated in this Explanatory Note, the Original Report remains unchanged.
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 10, 2017, the Company entered into a separation agreement (the “Separation Agreement”) with Karl Stubelis to which he will step down from his positions as senior vice president, chief financial officer, chief accounting officer, and treasurer of the Company to pursue other opportunities. To help ensure a smooth transition, Mr.Stubelis will continue to support the Company through the reporting of the Company’s 2017 second quarter results and will continue to be employed by the Company on a full-time basis through July 21, 2017 (the “Separation Date”).
The Separation Agreement, which supersedes the terms of the Employment Agreement between the Company and Mr. Stubelis, dated May 19, 2016, provides that the Company will continue to pay Mr. Stubelis his current base salary for a period of twelve (12) months following the Separation Date and will also permit certain of Mr. Stubelis’s restricted stock units, which represent a right to acquire 4,500 shares of the Company’s common stock, to continue to vest through their next scheduled vesting date.
On July 13, 2017, the board of directors (the “Board”) of the Company appointed John A. “Jack” Kane, 64, a member of the Board since July 2007 and current chair of the Board’s audit committee, to serve as interim chief financial officer, effective July21, 2017. Mr. Kane will serve as the Company’s principal financial officer and principal accounting officer in his role as interim chief financial officer. During his service as interim chief financial officer, Mr. Kane will remain on the Board but is stepping down as chair of the audit committee.
Previously, Mr. Kane served as chief financial officer and treasurer of IDX Systems Corporation (“IDX”), a healthcare software technology company, from October 1984 until it was acquired by General Electric Healthcare in January 2006, after which he served as a vice president of General Electric Healthcare from January 2006 to December 2006. While at IDX, Mr. Kane guided the company through more than a dozen acquisitions and at various times managed the finance, facilities, legal, human resources, and information systems functions for the company. Since his retirement in 2006, Mr. Kane has served as a director of several private organizations, and also served as a director of Merchants Bancshares,Inc. from 2005 to 2014. Prior to his employment with IDX, Mr. Kane worked as an audit manager at Ernst & Young LLP in Boston. Mr. Kane received his B.S. and a Master of Accountancy from Brigham Young University.
On July 21, 2017, the Company entered into an employment agreement with Mr. Kane (the “Employment Agreement”). Under the terms of the Employment Agreement, Mr. Kane is an at-will employee and is entitled to a monthly base salary of $59,250. He will not be eligible to receive a cash bonus for his service as interim chief financial officer. In connection with his appointment, Mr.Kane will receive an award of restricted stock units with an aggregate fair market value equal to $400,000 on the date of grant, which are scheduled to vest over a six-month period in equal installments on each one-month anniversary of the date of grant, subject to Mr. Kane’s continued employment and also subject to an additional holding period of two years. As Mr. Kane does not live in Massachusetts, the Company will provide temporary housing for Mr. Kane during his service as interim chief financial officer and will also provide Mr. Kane with a stipend in the amount of $7,000 per month for his travel expenses between his permanent home and Massachusetts.
A copy of the press release issued by the Company on July 14, 2017 regarding the transition of Mr. Stubelis and appointment of Mr.Kane is incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on July 14, 2017.
The foregoing summaries of the Separation Agreement and Employment Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Separation Agreement and Employment Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.02.Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit No. |
Description |
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10.1 |
Separation Agreement between athenahealth, Inc. and Karl Stubelis, dated July 10, 2017 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on July 14, 2017, File No. 17964561). |
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10.2 |
Employment Agreement between athenahealth, Inc. and John A. Kane, dated July 21, 2017. |
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99.1 |
Press release issued by athenahealth, Inc. on July 14, 2017 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on July 14, 2017, File No. 17964561). |
ATHENAHEALTH INC ExhibitEX-10.2 2 ex102-kaneinterimemploymen.htm EXHIBIT 10.2 Exhibit Exhibit 10.2EMPLOYMENT AGREEMENTThis Employment Agreement (this “Agreement’) is effective as of July 21,…To view the full exhibit click here
About athenahealth, Inc. (NASDAQ:ATHN)
athenahealth, Inc. is a provider of cloud-based services and mobile applications for medical groups and health systems. The Company delivers cloud-based services for revenue cycle management and medical billing, electronic health records (EHR), patient engagement, care coordination, order transmission, population health management, and clinical decision support. Through these services, the Company connects healthcare information and processes, and drives results for approximately 75,000 healthcare providers. The Company has developed various cloud-based services. Its services include athenaCollector for revenue cycle and practice management; athenaClinicals for electronic health records; athenaCommunicator for patient engagement; athenaCoordinator for order transmission; athenaCoordinator Enterprise for patient access, care coordination, and order transmission; athenaCommunicator Enterprise for population health management, and Epocrates for clinical decision support.