HOLOGIC, INC. (NASDAQ:HOLX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
(b) Executive Officer Separation. On December1, 2017, Hologic, Inc. (the “Company”) announced that EricB. Compton, an executive officer, will be leaving the Company, effective December31, 2017. Prior to his separation, Mr.Compton served as the Company’s Chief Operating Officer. Mr.Compton will remain as a consultant to the Company from January1, 2018 through December31, 2018.
(e) Executive Transition Agreement. In connection with Mr.Compton’s separation, he and the Company entered into a Transition Agreement (the “Transition Agreement”), dated November30, 2017.
A summary of the material terms and conditions of the Transition Agreement is set forth below. The below description of the Transition Agreement does not purport to be complete and it is qualified in its entirety by reference to the Transition Agreement, a copy of which is attached to this report as Exhibit10.1 and is incorporated herein in its entirety by reference.
Mr.Compton’s separation constitutes a “termination without cause” under his Severance Agreement with the Company, dated March9, 2014 (the “Severance Agreement”). The Transition Agreement provides that Mr.Compton will continue to serve as Chief Operating Officer through December31, 2017 (the “Transition Date”) and then will serve as a consultant to the Company from January1, 2018 through December31, 2018 (the “Termination Date”).
Under the terms of the Transition Agreement and until the Transition Date, Mr.Compton (i)will continue to receive his base salary; and (ii)will be entitled to continue to participate in any and all retirement, medical, dental, life insurance and other employee benefit plans in which he participated as of the date of the Transition Agreement.
Following the Transition Date and subject to Mr.Compton executing a general release of all claims (ExhibitA to the Transition Agreement), Mr.Compton will be entitled to receive the following severance benefits, which correspond to the severance benefits he otherwise would have been entitled to receive under the Severance Agreement: (i)his base salary for twelve (12)months following the Transition Date, payable in accordance with the Company’s normal payroll practices; (ii)the average of his annual bonus paid for the prior three fiscal years, pro-rated for the time worked in fiscal 2018 through the Transition Date, payable in a lump-sum; (iii)the average of his annual bonus paid for the three prior fiscal years, payable in a lump sum; and (iv)a cash payment in lieu of Welfare Benefit Continuation (as defined in the Severance Agreement) for twelve (12)months following the Transition Date, payable in a lump sum. Mr.Compton’s outstanding equity awards will remain outstanding and continue to vest subject to and in accordance with their respective terms through the Termination Date and his outstanding unvested accounts under the Company’s Amended and Restated Deferred Compensation Program will vest on the Transition Date. The Transition Agreement also provides that Mr.Compton’s existing non-competition agreement will remain in effect. The Transition Agreement supersedes and replaces in its entirety the Severance Agreement.
| Item 5.02 | Financial Statements and Exhibits. |
HOLOGIC INC ExhibitEX-10.1 2 d499384dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION TRANSITION AGREEMENT AGREEMENT entered into as of this 30th day of November,…To view the full exhibit click here
About HOLOGIC, INC. (NASDAQ:HOLX)
Hologic, Inc. is a developer, manufacturer and supplier of diagnostics products, medical imaging systems and surgical products with an emphasis on women’s health. The Company operates through four segments: Diagnostics, Breast Health, GYN Surgical and Skeletal Health. The diagnostics products include Aptima family of assays, ThinPrep system, the Rapid Fetal Fibronectin Test and Procleix blood screening assays. It offers viral load assays for the quantitation of Hepatitis B Virus (HBV), Hepatitis C Virus (HCV) and Human Immunodeficiency Virus-1 (HIV-1). The Breast Health products include breast imaging and related products and accessories, including digital mammography systems, computer-aided detection (CAD) and breast biopsy guidance systems. The GYN Surgical products include NovaSure Endometrial Ablation System and MyoSure Hysteroscopic Tissue Removal System. The Skeletal Health segment offers Discovery and Horizon X-ray bone densitometers and mini C-arm imaging systems.