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.
Executive Officer Employment Agreement
Overview. On June 5, 2017, we entered into an Amended and
Restated Employment Agreement, effective as of May 2, 2017, with
Joseph W. White, our chief financial officer and interim
president and chief executive officer (the Amended Agreement).
The Amended Agreement supersedes the Employment Agreement dated
as of June 14, 2013 between us and Mr. White. The Amended and
Restated Change in Control Agreement dated as of December 31,
2009 between us and Mr. White (the Change in Control Agreement)
continues in effect, except as modified by the Amended Agreement.
Restated Employment Agreement, effective as of May 2, 2017, with
Joseph W. White, our chief financial officer and interim
president and chief executive officer (the Amended Agreement).
The Amended Agreement supersedes the Employment Agreement dated
as of June 14, 2013 between us and Mr. White. The Amended and
Restated Change in Control Agreement dated as of December 31,
2009 between us and Mr. White (the Change in Control Agreement)
continues in effect, except as modified by the Amended Agreement.
Officer Positions and Compensation. The Amended Agreement
provides that Mr. White will serve as our chief financial officer
and shall be paid an annual base salary for such position of
$650,000 (the Base Salary). Additionally, the Amended Agreement
provides that until our Board of Directors appoints a permanent
president and chief executive officer or otherwise removes Mr.
White from the position of interim president and chief executive
officer (the Interim CEO Term), Mr. White shall also serve as our
interim president and chief executive officer and shall receive
an additional special salary of $100,000 per month with respect
to such position.
provides that Mr. White will serve as our chief financial officer
and shall be paid an annual base salary for such position of
$650,000 (the Base Salary). Additionally, the Amended Agreement
provides that until our Board of Directors appoints a permanent
president and chief executive officer or otherwise removes Mr.
White from the position of interim president and chief executive
officer (the Interim CEO Term), Mr. White shall also serve as our
interim president and chief executive officer and shall receive
an additional special salary of $100,000 per month with respect
to such position.
Severance Payments. If Mr. Whites employment with us terminates
due to a termination without Cause or resignation for Good Reason
(as such terms are defined in the Amended Agreement) other than
within 12 months following a Change in Control Event (as defined
in the Change in Control Agreement), and Mr. White executes a
general release of claims in our favor, Mr. White will be
entitled to receive, in addition to his salary through his final
date of employment, accrued and unpaid vacation pay and any
additional payments payable to any death, insurance, retirement
plan, program or agreement provided by us as to which Mr. White
is a party or a participant, the following payments and benefits:
(a) an amount equal to his Base Salary then in effect; (b) a pro
rata portion of his Base Salary then in effect, based on the
number of entire months of such year that have elapsed through
the date of his termination of employment as a fraction of 12;
(c) a cash payment of $50,000 for health and welfare benefits;
and (d) notwithstanding any provision in the applicable award
agreement(s) to the contrary, any non-vested restricted shares
awarded to Mr. White, which shares would otherwise have vested
based solely upon the lapse of time, shall immediately vest on
Mr. Whites last day of employment, and any non-vested restricted
shares awarded to Mr. White, the restrictions of which shares
would lapse based upon the failure to satisfy, as of Mr. Whites
last day of employment, the relevant performance conditions
associated with such shares, shall be forfeited. If Mr. Whites
services are terminated without Cause or by Mr. White for Good
Reason within 12 months following a Change in Control Event, and
Mr. White executes a general release of claims in our favor, Mr.
White will receive all of the payments and benefits set forth in
Section 2 of the Change in Control Agreement and, if applicable,
under Section IV of our Change in Control Severance Plan.
due to a termination without Cause or resignation for Good Reason
(as such terms are defined in the Amended Agreement) other than
within 12 months following a Change in Control Event (as defined
in the Change in Control Agreement), and Mr. White executes a
general release of claims in our favor, Mr. White will be
entitled to receive, in addition to his salary through his final
date of employment, accrued and unpaid vacation pay and any
additional payments payable to any death, insurance, retirement
plan, program or agreement provided by us as to which Mr. White
is a party or a participant, the following payments and benefits:
(a) an amount equal to his Base Salary then in effect; (b) a pro
rata portion of his Base Salary then in effect, based on the
number of entire months of such year that have elapsed through
the date of his termination of employment as a fraction of 12;
(c) a cash payment of $50,000 for health and welfare benefits;
and (d) notwithstanding any provision in the applicable award
agreement(s) to the contrary, any non-vested restricted shares
awarded to Mr. White, which shares would otherwise have vested
based solely upon the lapse of time, shall immediately vest on
Mr. Whites last day of employment, and any non-vested restricted
shares awarded to Mr. White, the restrictions of which shares
would lapse based upon the failure to satisfy, as of Mr. Whites
last day of employment, the relevant performance conditions
associated with such shares, shall be forfeited. If Mr. Whites
services are terminated without Cause or by Mr. White for Good
Reason within 12 months following a Change in Control Event, and
Mr. White executes a general release of claims in our favor, Mr.
White will receive all of the payments and benefits set forth in
Section 2 of the Change in Control Agreement and, if applicable,
under Section IV of our Change in Control Severance Plan.
Nonsolicitation Provisions. The Amended Agreement provides that
during Mr. Whites employment with us and for 12 months after the
date of his termination of employment for any reason, he shall
not solicit our employees or customers.
during Mr. Whites employment with us and for 12 months after the
date of his termination of employment for any reason, he shall
not solicit our employees or customers.
Term. Mr. Whites services under the Amended Agreement shall
terminate upon the first to occur of the following events
(subject to any applicable cure provisions): (a) upon Mr. Whites
death or a determination by our Board of Directors that Mr. White
is deemed to be disabled, (b) the date upon which we provide Mr.
White with written notice that he is being terminated (whether
for cause or without cause) and (c) the date Mr. White terminates
his employment for Good Reason (as defined in the Amended
Agreement); provided that Mr. White shall only hold the position
of interim president and chief executive officer for the Interim
CEO Term, and the termination of such Interim CEO Term shall not
in and of itself be deemed to constitute a termination of Mr.
Whites employment or termination of his services which would
otherwise entitle him to receive any termination compensation or
benefits under the Amended Agreement.
terminate upon the first to occur of the following events
(subject to any applicable cure provisions): (a) upon Mr. Whites
death or a determination by our Board of Directors that Mr. White
is deemed to be disabled, (b) the date upon which we provide Mr.
White with written notice that he is being terminated (whether
for cause or without cause) and (c) the date Mr. White terminates
his employment for Good Reason (as defined in the Amended
Agreement); provided that Mr. White shall only hold the position
of interim president and chief executive officer for the Interim
CEO Term, and the termination of such Interim CEO Term shall not
in and of itself be deemed to constitute a termination of Mr.
Whites employment or termination of his services which would
otherwise entitle him to receive any termination compensation or
benefits under the Amended Agreement.
The foregoing summary of the Amended Agreement does not purport
to be complete and is subject to, and qualified in its entirety
by, the full text of the Amended Agreement. A copy of the Amended
Agreement is being filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
to be complete and is subject to, and qualified in its entirety
by, the full text of the Amended Agreement. A copy of the Amended
Agreement is being filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
Change to Executive Officer Bonus Opportunity
On June 5, 2017, our Board of Directors approved, with respect to
his position as chief financial officer, an increase in Mr.
Whites target bonus opportunity from 90% of his Base Salary to
50% of his Base Salary.
his position as chief financial officer, an increase in Mr.
Whites target bonus opportunity from 90% of his Base Salary to
50% of his Base Salary.
Grant of Restricted Stock Award to Executive Officer
Further, in connection with his position as interim president and
chief executive officer, on June 5, 2017, our Board of Directors
granted to Mr. White a restricted stock award of 15,008 shares of
our common stock, subject to vesting in one-third increments over
three years, on each of the first anniversary, second
anniversary, and third anniversary of the grant date, provided
that Mr. White remains continuously employed by us until such
respective vesting dates.
chief executive officer, on June 5, 2017, our Board of Directors
granted to Mr. White a restricted stock award of 15,008 shares of
our common stock, subject to vesting in one-third increments over
three years, on each of the first anniversary, second
anniversary, and third anniversary of the grant date, provided
that Mr. White remains continuously employed by us until such
respective vesting dates.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit
No.
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Description
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10.1
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Amended and Restated Employment Agreement with Joseph
W. White, dated June 5, 2017, and effective as of May 2, 2017. |
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.