LivaNova PLC (NASDAQ:LIVN) 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.
board of directors of LivaNova PLC (LivaNova or the Company)
approved, to its 2015 Incentive Award Plan (the 2015 Plan), its
executive leadership team 2017 long-term incentive program (the
2017 ELT LTIP). The 2017 ELT LTIP allows the Company to grant
certain equity awards to its executive leadership team, including
the Companys chief executive officer, chief financial officer and
certain other executive officers, in the form of service-based
restricted stock units (Service-Based RSUs) and market-based and
service-based RSUs (Market-Based RSUs).
thereon lapse, with respect to 25% of such Service-Based RSUs, on
each of the first four anniversaries of the grant date.
thereon lapse, with respect to 25% of the Market-Based RSUs on
the second day following release of the Companys financial
results for 2017 (the Measure Date) and 25% on each of the first
three anniversaries of the Measure Date, subject to, and to the
extent of, the following market conditions being met:
If the closing stock price on the NASDAQ Stock Market of an
ordinary share of the Companys stock on the date two days
after the Company announces its full-year 2017 financial
results, including the day of pre-market earnings release
as the first such day (such price being the Measure Price)
is less than a threshold price approved by the Committee
(the Threshold Price) in February 2017, all Market-Based
RSUs will lapse and be forfeited;
If the Measure Price is equal to the Threshold Price,
one-third of the Market-Based RSUs will be eligible for
If the Measure Price is equal to or greater than a second
price, which is equal to the sum of the Threshold Price and
$10.00 (the Upper Price), then all of the Market-Based RSUs
will be eligible for vesting; and
If the Measure Price falls between the Threshold Price and
the Upper Price, the number of Market-Based RSUs eligible
for vesting will be equal to the sum of (i) one-third of
the Market-Based RSUs plus (ii) that portion of the
remaining two-thirds of the Market-Based RSUs determined by
linear interpolation (the difference between the Measure
Price and the Threshold Price, divided by $10.00, and then
multiplied by the number constituting two-thirds of the
and the form of Market-Based RSU Award Agreement are filed
herewith as Exhibits 10.1 and 10.2, respectively, and
incorporated herein by reference.
Agreement and Market-Based RSU Award Agreement does not purport
to be complete and is qualified in its entirety by reference to
such exhibits. The foregoing summary of the 2017 ELT LTIP does
not purport to be complete and is qualified in its entirety by
reference to Exhibits 10.1 and 10.2.
RSUs and Market-Based RSUs to two of its named executive
officers, Messrs. Damien McDonald and David Wise, under its 2015
Plan in accordance with its 2017 ELT LTIP.
Service-Based RSUs, respectively, to the 2015 Plan.
10,515 Market-Based RSUs, respectively, to the 2015 Plan.
Form of LivaNova 2017 Service-Based RSU Agreement
Form of LivaNova 2017 Performance-Based RSU Agreement
About LivaNova PLC (NASDAQ:LIVN)
LivaNova PLC is a medical technology company. The Company operates through three segments: Cardiac Surgery, Cardiac Rhythm Management (CRM) and Neuromodulation. The Cardiac Surgery business unit is engaged in the development, production and sale of cardiovascular surgery products, including oxygenators, heart-lung machines, perfusion tubing systems and systems for autotransfusion and autologous blood washing. The CRM business unit develops, manufactures and markets products for the diagnosis, treatment and management of heart rhythm disorders and heart failure. CRM offers products, including leads and delivery systems, and information systems. The Neuromodulation business unit designs, develops and markets neuromodulation-based medical devices for the treatment of epilepsy and depression. Through the Neuromodulation business unit, the Company markets its implantable VNS Therapy systems that deliver vagus nerve stimulation therapy for the treatment of epilepsy and depression. LivaNova PLC (NASDAQ:LIVN) Recent Trading Information
LivaNova PLC (NASDAQ:LIVN) closed its last trading session down -0.75 at 57.12 with 397,819 shares trading hands.