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 OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On March 23, 2018, Mr. Stefano Gianotti, a member of the Board of Directors (“Board”) of LivaNova Plc (the “Company”) and a member of the Nominating and Corporate Governance Committee thereof, notified the Company of his resignation for personal reasons, effective immediately. Mr. Gianotti’s decision to resign is not due to any disagreement with the Company, including with respect to any matter relating to the Company’s operations, policies or practices.
(e)
On July 1, 2017, Mr. Brian Sheridan, employed as the Company’s general counsel until the termination of his employment effective February 8, 2017 (but who became a “named executive officer” with the filing with the SEC of the Company’s 2017 proxy statement on April 28, 2017), entered into a consultancy agreement with the Company’s Italian Branch (the “Consultancy Agreement”). Under the terms of the Consultancy Agreement, Mr. Sheridan will provide services in connection with the examination and, if appropriate, the execution of strategic options regarding a division of the Company.
Under the Consultancy Agreement, Mr. Sheridan will receive as consideration for his services the following retainer fees: (a) an upfront one-off retainer of €50,000; (b) a monthly retainer of €25,000 until such time as either the termination of the Consultancy Agreement or an agreement has been signed in respect of the sale of the aforementioned division of the Company; and (c) where an agreement has been signed in respect of the sale of the aforementioned division of the Company, from such signing, a monthly retainer of €15,000 until the termination of the Consultancy Agreement.
In addition to the above retainer fees, Mr. Sheridan is also eligible for a separate fee of €100,000 payable on each of the following events: (a) the signing of an agreement for the sale of the aforementioned division of the Company; (b) the closing of the sale transaction; and (c) the public announcement before December 31, 2017 of the Company’s intention to effect a sale of the aforementioned division. Mr. Sheridan is also eligible under the Consultancy Agreement to a lease vehicle consistent with the terms of any car policy applicable to employees of the Company in Italy and to a continuation of his health insurance and supplementary medical insurance benefits. Mr. Sheridan is subject to certain restrictions on taking other engagements or employment as well as being subject to an ongoing duty of confidentiality to the Company.
The Company may terminate the Consultancy Agreement on three months’ notice, but such termination has no effect on the payment of the success fees mentioned above.
The foregoing description of the Consultancy Agreement does not purport to be complete and is qualified in its entirety by reference to the full texts thereof filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
LivaNova PLC ExhibitEX-10.1 2 exhibit101_sheridanconsult.htm SHERIDAN CONSULTANCY AGREEMENT PROJECT TRIDENT Exhibit EXHIBIT 10.1LIVANOVA PLCANDBRIAN SHERIDANCONSULTANCY AGREEMENTTHIS AGREEMENT is made on the Commencement Date,…To view the full exhibit click here
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.