FLIR Systems, Inc. (NASDAQ:FLIR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 14, 2017, FLIR Systems, Inc. (the “Company”) announced that Andrew C. Teich planned to retire as soon as his successor was appointed.

In connection with the appointment of James J. Cannon to the role of President, Chief Executive Officer and Director of the Company effective June 19, 2017, the Company entered into a Separation and Transition Agreement with Mr. Teich dated June 18, 2017 (the “Transition Agreement”). The Transition Agreement supersedes and terminates the Employment Agreement previously entered into between the Company and Mr. Teich, May 19, 2013, including any severance payments or benefits thereunder.

Under the Transition Agreement, Mr. Teich voluntarily resigned, effective June 19, 2017, as President and Chief Executive Officer of the Company and from all other executive positions he holds with the Company and any and all of the Company’s subsidiaries and other affiliates, and contemporaneously delivered his written resignation from the Company’s board of directors, also effective June 19, 2017.

The Transition Agreement provides that Mr. Teich will continue his employment with the Company, on an at-will basis, during a transition period (the “Transition Period”) from June 19, 2017 through August 31, 2017 (the “Separation Date”). During the Transition Period, Mr. Teich will (a) be compensated for the performance of his duties at his base salary in effect as of June 18, 2017, less customary and required taxes and employment-related deductions, in accordance with the Company’s normal payroll practice and (b) continue his participation in the Company’s benefit plans under the same terms and conditions in effect as of June 18, 2017.

Following the Separation Date, Mr. Teich will serve as a senior advisor to the Company, on an at-will basis, for a period of one year (the “Advisory Period”) providing transition and other related advisory services to the Company to assist in providing an effective transition of his responsibilities to his successor in accordance with the terms of the Transition Agreement. During the Advisory Period, and in connection with the effectiveness of the release of claims with the Company that is attached to the Transition Agreement (the “Release”), Mr. Teich will (a) receive compensation for the performance of his duties at a rate of $35,917 per month (pro-rated for any partial month), less applicable taxes and withholdings, (b) and his dependents will be eligible to continue participation in the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the Company will reimburse Mr. Teich for the portion of premiums for such participation paid by Mr. Teich that would be paid by the Company if Mr. Teich were an active employee, and (c) be entitled to reimbursement from the Company for certain technology-related expenses set forth in the Transition Agreement as well as out-of-pocket expenses Mr. Teich incurs in the performance of his duties as senior advisor.

Under the Transition Agreement, and following the effectiveness of the Release, Mr. Teich will receive payment of his target 2017 bonus payment, pro-rated for the period of January 1, 2017, through the Separation Date. The Company will pay such amount in one lump sum payment, less applicable withholdings, in accordance with the Company’s normal payroll practices and at the same time as other similarly-situated participants in the Company’s Executive Bonus Plan.

The Transition Agreement also provides that for a period of two years following the Separation Date or one year following the termination of the Transition Agreement by Mr. Teich, whichever is longer, Mr. Teich will be subject to certain non-competition and non-solicitation restrictions set forth in the Transition Agreement. If the Company terminates the Transition Agreement before the end of the Advisory Period, these restrictions apply for a period of 12 months after the date of such termination.

The foregoing description of the Separation and Transition Agreement does not purport to be complete and is qualified in its entirety by the full text of the agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

>>>>>(d) Exhibits

> 10.1 Separation and Transition Agreement between FLIR Systems, Inc. and Andrew C. Teich dated

June 18, 2017.

FLIR SYSTEMS INC ExhibitEX-10.1 2 teichflirseparationagreeme.htm EXHIBIT 10.1 Exhibit Exhibit 10.1SEPARATION AND TRANSITION AGREEMENTThis Separation and Transition Agreement (“this Agreement”) is made and entered into by and among FLIR Systems,…To view the full exhibit click here About FLIR Systems, Inc. (NASDAQ:FLIR)
FLIR Systems, Inc. (FLIR) designs, develops, markets and distributes thermal imaging systems, visible-light imaging systems, locater systems, measurement and diagnostic systems and advanced threat-detection solutions. The Company’s segments include Surveillance, Instruments, Security, OEM & Emerging Markets, Maritime and Detection. Its Surveillance segment provides enhanced imaging and recognition solutions. Its Instruments segment provides devices that image, measure and assess thermal energy, gases and other environmental elements for industrial, commercial, and scientific applications under the FLIR and Extech brands. Its OEM & Emerging Markets segment provides thermal imaging camera cores and components. Its Maritime segment develops and manufactures electronics and imaging instruments. Its Security segment develops and manufactures a range of cameras and video recording systems. The Detection segment offers sensors, instruments and integrated platform solutions.