INSULET CORPORATION (NASDAQ:PODD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

8 years ago

INSULET CORPORATION (NASDAQ:PODD) 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).

The Severance Plan applies to officers of the Company at a rank
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:

(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:

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.

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).

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.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description

10.1	Amended and Restated Executive Severance Plan.

About INSULET CORPORATION (NASDAQ:PODD)
Insulet Corporation is engaged in the development, manufacturing and sale of the OmniPod Insulin Management System (the OmniPod System), an insulin delivery system for people with insulin-dependent diabetes. The OmniPod System consists of the OmniPod, a small, self-adhesive disposable tubeless OmniPod device, which is worn on the body for approximately three days at a time and its wireless handheld Personal Diabetes Manager (PDM). The Company purchases OmniPods pursuant to its agreement with Flextronics. It also partners with pharmaceutical and biotechnology companies to tailor the OmniPod technology platform for the delivery of subcutaneous drugs across multiple therapeutic areas. It sells the OmniPod System and other diabetes management supplies in the United States through direct sales to customers or through its distribution partners. The Company purchases OmniPods pursuant to its agreement with Flextronics. The OmniPod System is available in Europe, Canada and Israel. INSULET CORPORATION (NASDAQ:PODD) Recent Trading Information
INSULET CORPORATION (NASDAQ:PODD) closed its last trading session down -0.60 at 37.98 with 485,671 shares trading hands.