Diplomat Pharmacy,Inc. (NYSE:DPLO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Atul Kavthekar Severance Benefits Agreement
On July24, 2018, the Company and Atul Kavthekar entered into a severance benefits agreement (the “Agreement”), effective July24, 2018 (the “Effective Date”), which provides for certain benefits upon termination of Mr.Kavthekar’s employment under certain circumstances, including a change of control of the Company, as defined therein. If Mr.Kavhtekar’s employment is terminated by the Company for cause or by Mr.Kavthekar without good reason (in each case as defined in the Agreement), or for any other reason, Mr.Kavthekar will receiveearned but unpaid base salary through the termination date and any unpaid annual bonus for any completed fiscal year preceding the date of termination (excluding termination for cause), plus any amounts specifically provided for under the Company’s employee benefit plans or as otherwise expressly required by applicable law (the “Accrued Benefits”). If Mr.Kavthekar is terminated by the Company other than for cause, or by Mr.Kavthekar for good reason, Mr.Kavthekar will receive a severance payment equal to twelve months of his annual base salary and the Accrued Benefits, as well as reimbursement for certain health insurance coverage (the “COBRA Benefits”). If, within one year following a change in control (as defined in the Company’s 2014 Omnibus Incentive Plan), Mr.Kavthekar is terminated by the Company other than for cause, or Mr.Kavthekar terminates for good reason, Mr.Kavthekar will receive (i)the COBRA Benefits, (ii)12 months of his annual base salary and the greater of his target bonus and annual equity incentive compensation for the current year and the average annual bonus annual equity compensation paid to him for the prior three full years (or any shorter period during which the he has been employed by the Company), payable in four equal quarterly installments during the one-year severance period, and (iii)the Accrued Benefits. In addition, in the case of any termination, Mr.Kavthekar’s rights with respect to any Company equity awards will be governed by the terms and provisions of the applicable plans and award agreements. The Agreement contains customary confidentiality terms, as well as non-solicitation and non-competition provisions effective from the Effective Date until the first anniversary following the termination date. If Mr.Kavthekar violates any of the foregoing, the Company’s payment obligations under the Agreement, including any severance payments, cease. In addition, Mr.Kavthekar must sign a general form of release of claims against the Company in order to be eligible for severance.
The foregoing summary is qualified in its entirety by reference to the Agreement attached hereto as Exhibit10.1 and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits