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

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LIFEVANTAGE CORPORATION (NASDAQ:LFVN) 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.
(c)
On March 13, 2017, LifeVantage Corporation (the Company)
announced the appointment of Steven R. Fife as its Chief
Financial Officer, effective immediately. The press release
announcing Mr. Fifes appointment is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
In connection with his employment, the Company and Mr. Fife have
entered into an offer letter and a Key Executive Benefit Package.
to the offer letter, the Company agreed to pay Mr. Fife an annual
base salary of $330,000 with a signing bonus of $25,000. Mr. Fife
is also eligible to participate in the Companys employee bonus
plan at the Executive level with a target bonus of 50% of his
base salary. Any such incentive bonus will be paid to him during
the first three months of the fiscal year that follows the
applicable performance fiscal year. The incentive bonus, if any,
will be deemed to have been earned on the date of payment of such
bonus and Mr. Fife must be employed through the date of payment
in order to receive the incentive bonus. The offer letter also
provides that Mr. Fife will be granted restricted stock in the
amount of 90,000 shares of the Companys common stock effective as
of his employment start date of March 13, 2017, and vesting in
equal annual installments over three years. After the initial new
hire grant, Mr. Fife will be eligible to participate annually in
the executive equity plan beginning in fiscal year 2018. The
Company will also assist Mr. Fife with expenses related to his
relocation.
Mr. Fifes employment with the Company is at-will and either he or
the Company can terminate his employment at any time and for any
reason or for no reason, in each case subject to the terms and
provisions of his offer letter and Key Executive Benefit Package.
Upon termination of employment for any reason, Mr. Fife will
receive payment or benefits from the Company covering the
following: (i) all unpaid salary and unpaid vacation accrued
through the date of termination of employment, (ii) any
payments/benefits to which he is entitled under the express terms
of any applicable Company employee benefit plan, (iii) any
unreimbursed business expenses, and (iv) his then outstanding
equity compensation awards as governed by their applicable terms.
The payments and benefits described in the immediately preceding
clauses (i) through (iv) are referred to collectively as the
Accrued Pay.
If Mr. Fife voluntarily terminates his employment, if the Company
terminates Mr. Fifes employment for cause (as defined in the Key
Executive Benefit Package) or if his employment terminates due to
his disability (as defined in the Key Executive Benefit Package),
death or presumed death, then he or his estate will be entitled
to receive only the Accrued Pay.
If the Company terminates Mr. Fifes employment without cause, he
will be asked to execute and deliver to the Company a separation
agreement that will provide, among other things, a release of all
claims against the Company and a covenant not to sue the Company.
So long as Mr. Fife executes and does not revoke the separation
agreement, and he remains in full compliance with its terms, he
will be entitled to (i) the Accrued Pay, and (ii) payments equal
in the aggregate to six months of his then annualized base
salary.
The description of the terms and provisions of the offer letter
and Key Executive Benefit Package contained in this Item 5.02 is
qualified in its entirety by reference to the actual offer letter
and Key Executive Benefit Package, copies of which the Company
plans to file as exhibits to its Form 10-Q for the quarter ended
March 31, 2017.
Prior to joining the Company, Mr. Fife, age 57, served as Chief
Financial Officer for Evidera, Inc., a private equity sponsored
professional services firm, from May 2014 to June 2016. Prior to
joining Evidera, Inc., Mr. Fife served as Chief Financial Officer
for Active Power, Inc. from October 2012 to December 2013. In
addition, from March 2011 to August 2012, Mr. Fife served as
Interim Chief Financial Officer for Womens Initiative for Self
Employment. Mr. Fife also served in a variety of financial roles
for LECG,
Gilead Sciences, Amkor Technologies, JDS Uniphase and Deloitte
Touche. Mr. Fife received his Bachelor of Science degree in
Accounting from Brigham Young University.
There is no arrangement or understanding between Mr. Fife and any
other person to which he was selected as an officer of the
Company. Mr. Fife has no family relationship (within the meaning
of Item 401(d) of Regulation S-K) with any director, executive
officer, or person nominated or chosen by the Company to become a
director or executive officer. There has been no transaction
since the beginning of the Companys last fiscal year, and there
is no currently proposed transaction, in excess of $120,000 in
which the Company is or was a participant and in which Mr. Fife
or any of his immediate family members (within the meaning of
Item 404 of Regulation S-K) had or will have a direct or indirect
material interest.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release issued March 13, 2017 announcing
appointment of new Chief Financial Officer


About LIFEVANTAGE CORPORATION (NASDAQ:LFVN)

LifeVantage Corporation is a science-based network marketing company. The Company focuses on helping people achieve their health, wellness and financial independence goals. The Company provides products and a financially rewarding direct sales business opportunity to customers and independent distributors seeking a healthy lifestyle and financial freedom. It sells its products to preferred customers, retail customers and independent distributors located in the United States, Japan, Hong Kong, Australia, Canada, Philippines, Mexico, Thailand and the United Kingdom. The Company engages in the identification, research, development and distribution of advanced nutraceutical dietary supplements and skin care products, including Protandim, its scientifically-validated dietary supplement; LifeVantage TrueScience, its line of anti-aging skin care products; Canine Health; Axio, its energy drink mixes, and PhysIQ.

LIFEVANTAGE CORPORATION (NASDAQ:LFVN) Recent Trading Information

LIFEVANTAGE CORPORATION (NASDAQ:LFVN) closed its last trading session up +0.16 at 5.17 with 61,162 shares trading hands.