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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 Officers

ME Staff 8-k

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December 5, 2018

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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 Officers
Item 5.02

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

On November 30, 2018, the Compensation Committee of the Board of Directors (the “Board”) of athenahealth, Inc. (the “Company”) approved a cash bonus payment in the amount of $450,000 to be paid to Marc A. Levine in recognition of the duties performed by Mr. Levine in addition to his role as Executive Vice-President and Chief Financial Officer of the Company at the request of the Board from June 6, 2018 to date (the “Executive Duties Bonus”). The Executive Duties Bonus shall be paid at the Company’s next regularly-scheduled payroll date.

On December 3, 2018, the Company entered into certain agreements providing for the payment of cash bonuses to specified key employees (the “Transaction Bonus Agreement”) in connection with the transactions contemplated by that certain Agreement and Plan of Merger among the Company, May Holding Corp. and May Merger Sub Inc. dated as of November11, 2018 (the “Merger Agreement”).

Under the Transaction Bonus Agreement, the following cash bonus payments (each a “Transaction Bonus”) will be paid to each of the named executive officers of the Company below:

Fifty percent (50%) of the Transaction Bonus (the “First Payment”) will be paid to each of the named executive officers listed above on December 28, 2018. The remaining fifty percent (50%) of the Transaction bonus (the “Second Payment”) will be paid upon the closing of the transactions contemplated by the Merger Agreement; provided that if such closing does not occur on or prior to May 10, 2019, the Second Payment will be forfeited. The named executive officer is required to be employed by the Company on the date the bonus is paid with respect to the First Payment and on the date of the closing with respect to the Second Payment, subject to exceptions upon certain terminations of employment.

A copy of the form of the Transaction Bonus Agreement is filed herewith as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of the terms of the Transaction Bonus Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such exhibit.

Item 5.02Financial Statements and Exhibits.

(d)Exhibits.

ATHENAHEALTH INC Exhibit
EX-10.1 2 exhibit101-transactionbonu.htm EXHIBIT 10.1 Exhibit Exhibit 10.1Transaction Bonus AgreementThis Transaction Bonus Agreement (this “Agreement”) is entered into and effective as of DATE (the “Effective Date”),…
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.