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

On April 13, 2017 (the Effective Date), Surgery Partners, Inc.
(Surgery Partners) and Symbion, Inc. (Symbion and together with
Surgery Partners, the Company), entered into amended and restated
employment agreements with Jennifer Baldock and Dennis Dean, the
Companys Senior Vice President and General Counsel and Senior
Vice President, Corporate Controller, respectively. Unless
terminated earlier in accordance with their terms, the new
agreements will continue until the fifth anniversary of the
Effective Date, subject to automatic renewal for additional
one-year periods at the end of the then current term unless
notice of non-renewal is given in accordance with the terms of
the agreements. The agreements provide for an annual base salary
of $315,000 for Ms. Baldock and Mr. Dean, which is subject to
adjustment by the board of directors or compensation committee of
the board of directors of Surgery Partners. Ms. Baldock is
eligible to earn an annual cash bonus, with a target of 40% of
her annual base salary, and Mr. Dean is eligible to earn an
annual cash bonus, with a target of 30% of his annual base
salary, in each case based upon the achievement of performance
goals determined by the board of directors or the compensation
committee of the board of directors of Surgery Partners. Both
agreements entitle the executives to participate in Company
benefit programs for which employees of the Company are generally
eligible, subject to the eligibility and participation
requirements thereof. Ms. Baldock and Mr. Dean are also eligible
to participate in the existing Symbion, Inc. supplemental
executive retirement plan with a minimum of a two percent match
for each executive. >

Each employment agreement provides for severance upon a
termination of the executives employment by the Company without
cause, by the executive for good reason or as a result of
non-renewal or expiration of the agreement by the Company, in
each case conditioned on the executives timely and effective
execution of a separation agreement provided by the Company
containing a release of claims and other customary terms and
conditions. Ms. Baldock and Mr. Dean are each entitled to
severance consisting of 12 months of continued base salary, an
amount equal to their target bonus payable within two and a half
months following the end of the applicable year of termination,
and continued health and welfare plan benefits at no cost to the
executive during the severance period. In addition, a portion of
the executives time-based restricted stock awards and performance
stock unit awards that have been converted into earned shares
will be accelerated to the vesting event next following the date
of the qualifying termination, with the remaining, unvested
portion of such equity awards forfeited as of the date of
termination. If the executives employment is terminated by the
Company without cause or by the executive for good reason, in
each case within 12 months following a change in control, Ms.
Baldock and Mr. Dean are entitled to be paid the above severance
benefits in a single lump-sum payment no later than 30 days
following termination.

to their respective employment agreements, the executives are
bound by certain restrictive covenants, including covenants
relating to confidentiality and assignment of intellectual
property rights, as well as covenants not to compete with us or
to solicit our employees or other service providers during
employment and for a specified period following termination of
employment. Ms. Baldock and Mr. Dean are each bound by a
non-competition covenant for one year following termination of
employment, and by a non-solicitation covenant for two years
following termination of employment.>

(d) Exhibits