Natera,Inc. (NASDAQ:NTRA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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Natera,Inc. (NASDAQ:NTRA) 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.

On August15, 2017, the Board of Directors of Natera,Inc. (the “Company”) approved enhanced severance and equity vesting acceleration benefits for its chief executive officer, Dr.Matthew Rabinowitz, and chief technology officer, Mr.Jonathan Sheena, and approved such benefits for its chief financial officer, Mr.Michael Brophy. Certain of such benefits are triggered by certain involuntary terminations of employment that occur on or after such officer has completed three years of continuous service with the Company. If an excise tax would be imposed under the Internal Revenue Code on these or other payments received by such officer in connection with a change in control of the Company, such payments may be reduced under certain circumstances. Such benefits are set forth in a letter agreement to be executed between the Company and each such officer.

Dr.Rabinowitz. With respect to Dr.Rabinowitz, the benefits provided under his existing Amended Employment Agreement entered into as of June7, 2007, are enhanced by increasing his lump-sum cash severance from an amount equal to 6 months of his base salary to 9 months of his base salary in the event he is subject to an involuntary termination other than in connection with, or within 12 months following, a change in control of the Company, in which case such payment will be equal to 18 months of his base salary. Further, the Company will pay his monthly premiums under COBRA following an involuntary termination for a period of up to 12 months (up to 18 months in the event such involuntary termination occurs in connection with, or within 12 months following, a change in control of the Company), an increase from a maximum of 6 months under his existing Amended Employment Agreement. In addition, Dr.Rabinowitz will be eligible to receive accelerated vesting under all equity awards equal to the greater of 50% of the then-unvested shares or forward vesting as if he had provided an additional 12 months of continuous service to the Company, in either case if he is subject to an involuntary termination.

Mr.Sheena. With respect to Mr.Sheena, the benefits provided under his existing Amended Employment Agreement entered into as of June7, 2007, are enhanced by increasing his lump-sum cash severance from an amount equal to 6 months of his base salary to 12 months of his base salary in the event he is subject to an involuntary termination in connection with, or within 12 months following, a change in control of the Company. Further, the Company will pay his monthly premiums under COBRA following an involuntary termination for a period of up to 12 months, an increase from a maximum of 6 months under his existing Amended Employment Agreement. In addition, Mr.Sheena will be eligible to receive accelerated vesting under all equity awards equal to the greater of 50% of the then-unvested shares or forward vesting as if he had provided an additional 12 months of continuous service to the Company, in either case if he is subject to an involuntary termination.

Mr.Brophy. If he is subject to an involuntary termination, Mr.Brophy will be eligible to receive a lump-sum cash severance amount equal to 6 months of his base salary in the event he is subject to an involuntary other than in connection with, or within 12 months following, a change in control of the Company, in which case such payment will be equal to 12 months of his base salary. Further, the Company will pay his monthly premiums under COBRA following an involuntary termination for a period of up to 12 months. In addition, Mr.Brophy will be eligible to receive accelerated vesting under all equity awards equal to the greater of 50% of the then-unvested shares or forward vesting as if he had provided an additional 12 months of continuous service to the Company, in either case if he is subject to an involuntary termination. However, if such involuntary termination occurs in connection with, or within 12 months following, a change in control of the Company, he will be eligible to receive accelerated vesting of all of his then-unvested equity awards.

The foregoing descriptions of the severance benefits for such officers is qualified in their entirety by reference to the full text of the letter agreements which the Company intends to file with the Securities and Exchange Commission as exhibits to its next Quarterly Report on Form10-Q.


About Natera,Inc. (NASDAQ:NTRA)

Natera, Inc. is a diagnostics company. The Company’s product offerings include its Panorama Non-Invasive Prenatal Test (NIPT) that screens for chromosomal abnormalities of a fetus with a blood draw from the mother; Horizon Carrier Screening (Horizon) to determine carrier status for various severe genetic diseases that could be passed on to the carrier’s children; Spectrum Pre-implantation Genetic Screening (PGS) and Spectrum Pre-implantation Genetic Diagnosis (PGD) to analyze chromosomal anomalies or inherited genetic conditions during an in vitro fertilization (IVF) cycle to select embryos with the probability of becoming healthy children; Anora Products of Conception (POC) test to analyze fetal chromosomes to understand the cause of miscarriage, and Non-Invasive Paternity Testing (PAT), to determine paternity by analyzing the fragments of fetal deoxyribonucleic acid (DNA) in a pregnant mother’s blood and a blood sample from the alleged father(s).