INSULET CORPORATION (NASDAQ:ILTCL) 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 December 14, 2016, the Compensation Committee of the Board of
Directors of Insulet Corporation (the Company) amended and
restated the Companys executive severance plan (as amended, the
Severance Plan).
Directors of Insulet Corporation (the Company) amended and
restated the Companys executive severance plan (as amended, the
Severance Plan).
The Severance Plan applies to officers of the Company at a rank
of Vice President or higher (a Covered Executive).
of Vice President or higher (a Covered Executive).
Under the Severance Plan, in the event that a Covered Executives
employment is terminated by us without cause or the Covered
Executive resigns for good reason, each as defined in the
Severance Plan, the Covered Executive will be entitled to the
following:
employment is terminated by us without cause or the Covered
Executive resigns for good reason, each as defined in the
Severance Plan, the Covered Executive will be entitled to the
following:
|
(i)
|
an amount equal to 1x such Covered Executives annual base
salary (2x in the case of the Chief Executive Officer) (the Base Salary Severance); |
|
(ii)
|
solely in the case of a Covered Executive who is a
President, Senior Vice President or Executive Vice President of the Company, an amount equal to 1x the higher of the Covered Executives target cash incentive plan bonus for the year of the Covered Executives termination or actually achieved cash incentive plan bonus for the year prior to the Covered Executives termination (the Annual Bonus Severance); |
|
(iii)
|
solely in the case of a Covered Executive who is a
President, Senior Vice President or Executive Vice President of the Company, pay the Covered Executive an amount equal to a pro rata portion of the cash incentive award for the year of termination based on the degree to which the applicable Company-based financial performance metrics for the year of termination were satisfied, and assuming target achievement of any performance metrics related to individual performance (the Pro Rata Bonus); |
|
(iv)
|
continue to provide health and dental insurance
coverage to the Covered Executive, on the same terms and conditions as though the Covered Executive had remained an active employee, for 12 months (24 months in the case of the Chief Executive Officer) following termination; |
|
(v)
|
reimburse the Covered Executive for outplacement services
not to exceed $15,000 ($25,000 if the Covered Executive is a President, Senior Vice President, Executive Vice President, or Chief Executive Officer of the Company); |
In the event that the termination occurs within 24 months of a
change in control:
change in control:
|
the Base Salary Severance and Annual Bonus Severance
multiples, solely for a Covered Executive who is a President, Senior Vice President or Executive Vice President of the Company, are each increased from 1x to 2x; |
|
a Covered Executive who is not a President, Senior Vice
President or Executive Vice President of the Company will also receive the Annual Bonus Severance (at a 1x level) and the Pro Rata Bonus; and |
|
all outstanding stock options and other stock-based
awards held by the Covered Executive will immediately accelerate and become fully exercisable or non-forfeitable. |
The Severance Plan defines good reason as (i) a material
diminution of responsibilities, authority or duties, (ii) a
material reduction in base salary (unless part of an
across-the-board salary reduction), or (iii) the relocation of
the office at which the Covered Executive is principally employed
to a location more than 50 miles from its current location.
diminution of responsibilities, authority or duties, (ii) a
material reduction in base salary (unless part of an
across-the-board salary reduction), or (iii) the relocation of
the office at which the Covered Executive is principally employed
to a location more than 50 miles from its current location.
Severance amounts under the Severance Plan are payable in a lump
sum or over time, depending on the circumstances (including
whether or not a change in control has occurred).
sum or over time, depending on the circumstances (including
whether or not a change in control has occurred).
The foregoing description of the Severance Plan does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Severance Plan, which is filed as Exhibit
10.1 hereto and incorporated by reference herein.
to be complete and is qualified in its entirety by reference to
the full text of the Severance Plan, which is filed as Exhibit
10.1 hereto and incorporated by reference herein.
Item 9.01 — Financial Statements and Exhibits
(d) Exhibits.
|
Exhibit
No.
|
Description
|
|
10.1
|
Amended and Restated Executive Severance Plan.
|
About INSULET CORPORATION (NASDAQ:ILTCL)