RadNet, Inc. (NASDAQ:RDNT) 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.
RadNet, Inc. (the “Company”) appointed David J. Katz to serve as its Executive Vice President and General Counsel, effective March 1, 2020. The Company’s Board of Directors approved the appointment of Mr. Katz, and the Company’s Compensation Committee approved the employment agreement which will govern Mr. Katz’s employment with the Company (the “Employment Agreement”).
Mr. Katz, age 56, joins the Company from the international law firm Perkins Coie LLP, where he was a partner for 20 years, and has been in private practice for 30 years. Mr. Katz’s legal practice has focused on corporate finance, international transactions, mergers and acquisitions, business planning and SEC compliance for domestic and foreign companies. Mr. Katz has also served as a Los Angeles County Deputy Sheriff Reserve Deputy since 1990, and is a two-time Medal of Valor recipient from the Los Angeles County Sheriff’s Department.
In connection with the commencement of his employment, Mr. Katz entered into the Employment Agreement with RadNet Management, Inc., a Delaware corporation and wholly owned subsidiary of the Company. The Employment Agreement provides for an annual base salary of $525,000 and bonuses equal to 75% of base compensation for calendar year 2020 (prorated) and 100% of base compensation for calendar year 2021. These bonuses may be paid in cash and/or Company stock, and are guaranteed subject to Mr. Katz remaining employed with the Company through the date on which such bonus is paid. After calendar year 2021, Mr. Katz will become a participant in all Company bonus or incentive compensation plans that are generally available to the Company’s corporate officers. Also to the Employment Agreement, Mr. Katz was granted an award of 25,000 restricted shares of the Company’s common stock to the terms of the Company’s 2006 Equity Incentive Plan. The restricted shares vest as to 20% on March 2, 2020, the date of grant, and an additional 20% vesting incrementally on the first four anniversaries thereafter, subject to Mr. Katz’s continuous service with the Company and the other terms and conditions of the 2006 Equity Incentive Plan. Mr. Katz will continue to serve as our Executive Vice President and General Counsel until his Employment Agreement is terminated. If we terminate Mr. Katz’s employment without “Cause” or Mr. Katz resigns for “Good Reason” on or prior to February 28, 2025, then Mr. Katz is entitled to receive a severance payment in the amount of $3.0 million, subject to post-termination terms and conditions as outlined in the Employment Agreement.
The foregoing summary description of the Employment Agreement is not complete and is subject to and qualified in its entirety by the terms of the Employment Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are being furnished herewith: