MOLINA HEALTHCARE, INC. (NYSE:MOH) 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.

In connection with Mr. Tran’s appointment as chief financial officer of the Company, the Company entered into a letter agreement with Mr. Tran (the “Offer Letter”) on May 4, 2018, the terms of which are summarized below.

Salary and Annual Bonus. Mr. Tran’s annual base salary will be $700,000. The Compensation Committee of the Board will review and approve at least annually the compensation paid to Mr. Tran as recommended by Joseph M. Zubretsky, the Company’s president and chief executive officer. Mr. Tran’s target bonus opportunity will be one hundred percent (50%) of his base salary then in effect, with a maximum payout of two hundred percent (200%) of his base salary then in effect. Calendar year 2018 bonus performance measures will be based seventy percent (70%) on a fiscal year net income metric, and thirty percent (30%) on the discretion of the Compensation Committee. Mr. Tran’s calendar year 2018 bonus opportunity will be prorated based on his start date.

Sign-On Long-Term Incentive Grant. On his start date, Mr. Tran will be granted a long-term incentive award in the form of restricted stock units with a grant date value of $1,200,000 and a restricted stock award with a grant date value of $800,000. The restricted stock units will be subject to performance-based vesting based on the cumulative net income for the three-year period ending December 31, 2020. The restricted stock award will vest over a period of three (3) years from the date of grant in equal one-third installments on each annual anniversary of the grant date.

Long-Term Incentive Compensation. For calendar year 2019, Mr. Tran will be eligible to receive a long-term incentive award with a grant date value equal to $1,300,000. The award will be in the same form and structure of long-term incentive awards granted to the Company’s other named executive officers, all as determined by the Compensation Committee.

Severance Benefits. Mr. Tran’s employment with the Company will be “at will” and, therefore, either the Company or Mr. Tran may terminate the employment relationship with or without cause. However, if the Company terminates Mr. Tran’s employment without cause, he will be entitled to receive a severance payment equal to twelve (12) times his monthly base salary then in effect. Furthermore, if Mr. Tran’s employment is terminated by the Company without cause within twenty-four (24) months following a change of control of the Company, Mr. Tran will be eligible to receive certain severance benefits to the Company’s Change in Control Severance Plan.

Noncompetition provision. During the period of Mr. Tran’s employment, and for a period of one (1) year after termination of his employment for any reason, Mr. Tran has agreed not to, directly or indirectly, engage or participate in, or in any way render services or assistance to, any business that competes, directly or indirectly, with any product or services of the Company or any of its subsidiaries or affiliates within the United States.

Nonsolicitation provision. During the period of Mr. Tran’s employment, and for a period of two (2) years after termination of his employment for any reason, Mr. Tran has agreed not to, directly or indirectly, solicit any employees of the Company.

The foregoing description of the Offer Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

A copy of the press release relating to Mr. White’s retirement from, and Mr. Tran’s appointment to, the position of chief financial officer and treasurer of the Company is attached hereto as Exhibit 99.1.

Note: The information furnished herewith to Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits:

MOLINA HEALTHCARE INC Exhibit
EX-10.1 2 a51811417ex10_1.htm EXHIBIT 10.1 Exhibit 10.1 FINAL   May 4,…
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About MOLINA HEALTHCARE, INC. (NYSE:MOH)

Molina Healthcare, Inc. offers Medicaid-related solutions for low-income families and individuals, and assists government agencies in their administration of the Medicaid program. The Company operates through three segments: Health Plans, Molina Medicaid Solutions and Other. Its Health Plans segment consists of health plans in approximately 10 states and the Commonwealth of Puerto Rico, and its direct delivery business. Its direct delivery business consists of the operation of primary care clinics in various states in which it operates health plans. Its Molina Medicaid Solutions segment provides design, development, implementation (DDI) and business process outsourcing (BPO) solutions to state governments for their Medicaid management information systems (MMIS). The Other segment includes other businesses, such as its Pathways Health and Community Support LLC (Pathways) behavioral health and social services provider.