ICU MEDICAL, INC. (NASDAQ:ICUI) 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.
Inc. (the Company) adopted the ICU Medical, Inc. Executive
Severance Plan (the Severance Plan). The Severance Plan provides
for the payment of severance and other benefits to participants
in the event of a qualifying termination of employment with the
Company. Initial participants in the Severance Plan include Scott
Lamb (Treasurer and Chief Financial Officer), Steven Riggs (Vice
President of Operations), Alison Burcar (Vice President and
General Manager of Infusion Systems) and Tom McCall (Vice
President and General Manager of Critical Care) (collectively,
the Executives). The Executives’ prior severance arrangements
previously expired to their respective terms.
employment by the Company without cause or by the Executive for
good reason (each, as defined in the Severance Plan), in either
case outside the change in control context, the Executive will be
eligible to receive:
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A lump-sum cash payment in an amount equal to 12 months
salary. |
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Company-paid COBRA premium payments for the Executive and the
Executives covered dependents for up to 12 months. |
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A pro-rated lump-sum cash performance bonus, calculated based
on the achievement of applicable performance goals or objectives for the year of termination. |
without cause or by the Executive for good reason, in either
case, within the period beginning 60 days prior to a change in
control (as defined in the Severance Plan) and ending on the
one-year anniversary of such change in control, the Severance
Plan provides that the Executive will be eligible to receive:
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A lump-sum cash payment in an amount equal to 18 months
salary, plus 150% of the Executives target annual cash performance bonus for the year of termination. |
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Company-paid COBRA premium payments for the Executive and the
Executives covered dependents for up to 18 months. |
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A pro-rated lump-sum cash performance bonus, calculated based
on the achievement of applicable performance goals or objectives for the year of termination. |
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Full accelerated vesting of each outstanding time-based
equity award held by the Executive as of his or her termination date. |
benefits described above is subject to his or her delivery and
non-revocation of a general release of claims in favor of the
Company, and his or her continued compliance with
non-solicitation covenants.
Plan, together with any other amounts paid to the Executive by
the Company, would subject the Executive to an excise tax under
Section 4999 of the Internal Revenue Code, such payments will be
reduced to the extent that such reduction would produce a better
net after-tax result for the Executive.
is subject to and qualified in its entirety by the terms of the
Severance Plan, a copy of which is attached as Exhibit 10.1 to this
Form 8-K, and is incorporated herein by reference.
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10.1
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ICU Medical, Inc. Executive Severance Plan
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About ICU MEDICAL, INC. (NASDAQ:ICUI)
ICU Medical, Inc. is engaged in the development, manufacturing and sales of medical devices used in infusion therapy, oncology and critical care applications. The Company’s product line includes needlefree connection devices, closed system transfer devices (CSTD), needlefree closed blood sampling systems, disposable pressure transducer systems and hemodynamic monitoring systems. It operates through the segment, which is engaged in the development, manufacturing and sale of medical technologies used in infusion therapy, critical care and oncology applications. Its Infusion Therapy products include MicroClave and MicroClave Clear, Neutron, NanoClave, Clave and SwabCap. Its Critical Care products include Hemodynamic Monitoring Systems, Closed Blood Sampling and Conservation Systems, and Other Critical Care Products and Accessories. Its Oncology products include ChemoLock CSTD and components, ChemoClave CSTD and components and Diana hazardous drug compounding system. ICU MEDICAL, INC. (NASDAQ:ICUI) Recent Trading Information
ICU MEDICAL, INC. (NASDAQ:ICUI) closed its last trading session down -15.48 at 131.88 with 924,566 shares trading hands.
