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
“Committee”) of the Board of Directors of LivaNova Plc (the
“Company”) approved the Company’s 2017 annual short-term
incentive plan (the “2017 STIP”). The 2017 STIP is described in
Exhibit 10.1, which is attached hereto and incorporated herein by
reference.
between Damien McDonald and the Company effective as of January
1, 2017 (the “Agreement”), to which Mr. McDonald will serve as
the Company’s Chief Executive Officer. In consideration of his
services, Mr. McDonald will receive an annual base salary in the
amount of 658,000 ($819,348) and an opportunity to earn an
annual cash incentive bonus with a target amount equal to 100% of
his annual base salary. In addition, the Company has agreed to
pay Mr. McDonald an annual housing allowance for a period of five
years, commencing at 150,000 ($186,782) for 2017 and decreasing
by 30,000 ($37,356) each year for the next four years, an annual
school allowance for a period of five years, commencing at 31,950
($39,784) for 2017 and decreasing by 6,390 ($7,957) each year for
the next four years, an annual car allowance of 17,750 ($22,102),
and pension contributions equal to 15% of the sum of his base
salary and annual bonus. Mr. McDonald will also be eligible to
participate in the Company’s employee benefit plans made
available to all U.K.-based employees of the Company. The
Agreement will continue in effect until the expiration of 12
months following notice of termination delivered by Mr. McDonald
or the Company.
(the “Side Letter”) to Mr. McDonald addressing certain intended
future grants of equity awards. The Side Letter confirmed that
the Company will recommend that the Committee grant an award of
restricted stock units (“RSUs”) to Mr. McDonald having a grant
date value equal to $4.0 million, including $1.0 million in
service-based RSUs to vest annually over a four-year period and
$3.0 million in market-based and service-based RSUs vesting, if
the market-based condition is at least partially achieved after
the first year, annually over a four-year period.
as Exhibits 10.2 and 10.3, respectively. The foregoing
descriptions of these documents are summaries only and are
qualified in their entirety by the full text of Agreement and the
Side Letter, which are incorporated herein by reference.
U.S. Dollars based on the average selling price for British
Pounds for the 24-hour period ending February 26, 2017 at 22:00
UTC ($1.24521) as published by OANDA Corporation.
Exhibits
|
10.1
|
2017 LivaNova Short-Term Incentive Plan
|
|
10.2
|
CEO Employment Agreement effective January 1, 2017
between LivaNova Plc and Mr. Damien McDonald. |
|
10.3
|
Side Letter dated January 1, 2017 between LivaNova Plc
and Mr. Damien McDonald. |
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 -0.03 at 49.88 with 251,184 shares trading hands.
