TIVITY HEALTH, INC. (NASDAQ:TVTY) 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.
that Adam C. Holland has been named Chief Financial Officer of
the Company, effective June 15, 2017, and will begin employment
with the Company on that date.
Kirkland’s, Inc. (“Kirkland’s”), a publicly traded company
and leading retailer of home dcor and gifts, for the past 12
years. During his tenure at Kirkland’s, Mr. Holland held a
variety of financial leadership roles. He also spent three years
earlier in his career as a Senior Auditor with Ernst Young LLP.
Mr. Holland earned his B.S. degree in Business Administration and
a Masters in Accountancy both from the University of Tennessee at
Martin.
Officer, on May 22, 2017, the Company and Mr. Holland entered
into an employment agreement (the “Employment Agreement”), to
which Mr. Holland will be entitled to receive an initial base
salary of $325,000. Any short-term incentive or bonus (“Bonus”)
or long-term incentive award will be determined and paid to Mr.
Holland in accordance with the terms and conditions of the
Company’s Bonus plan and/or long term incentive plan, as
applicable. Mr. Holland will be eligible to participate in all
applicable benefit plans maintained by the Company.
commencing on June 15, 2017. After the initial term, the
Employment Agreement will renew for continuous periods of one
year each.
Company without “cause” or by Mr. Holland for “good reason,”
in addition to any accrued but unpaid benefits or base salary as
of the date of termination, Mr. Holland will be entitled to (i)
continued payment of base salary then in effect for one year upon
Mr. Holland’s execution of a full release of claims in favor of
the Company, (ii) a pro-rata portion of any Bonus or other
compensation earned as of the date of termination, which Bonus or
other compensation will be determined after the end of the year
for which the Bonus was in place and paid in accordance with the
terms of the Company’s Bonus plan, and (iii) group medical
benefits for one year after the date of termination upon Mr.
Holland’s execution of a full release of claims in favor of the
Company. All amounts contributed by the Company to the Capital
Accumulation Plan (the “CAP”) for the benefit of Mr. Holland
will vest upon such termination.
Company without “cause” or by Mr. Holland for “good reason”
within 12 months following a “change in control” (as defined in
the Employment Agreement), then the amounts described above will
be paid to Mr. Holland in a lump sum no later than 60 days
following the date of termination. All amounts contributed by the
Company to the CAP for the benefit of Mr. Holland will vest upon
such termination.
outstanding stock options, restricted stock, restricted stock
units and any other unvested equity incentives will be treated in
accordance with the terms of their applicable award agreements in
effect on the date of termination.
employment by the Company for any reason, he will be subject to
confidentiality, non-competition and non-solicitation
restrictions.
including with respect to termination for cause, death and
disability.
qualified in its entirety by reference to the full text of the
Employment Agreement, which is attached hereto as Exhibit 10.1
and incorporated herein by reference.
the appointment of Mr. Holland as the Company’s Chief Financial
Officer. A copy of this press release is filed as Exhibit 99.1
hereto and is incorporated herein by reference.
| Exhibit 10.1 |
Employment Agreement between Tivity Health, Inc. and Adam
C. Holland, dated May 22, 2017 |
About TIVITY HEALTH, INC. (NASDAQ:TVTY)
Tivity Health, Inc, formerly Healthways, Inc., provides network delivered solutions and population health management services that are designed to help people manage their wellbeing, thereby managing their health and productivity, and their health-related costs. The Company operates in the domestic and international segments, which are collectively known as the well-being improvement services segment. The Company engages entire populations, including health plan memberships, workforces and communities, while in other cases it engages targeted populations, such as members at high-risk, cohorts of cardiac rehabilitation patients or hospital discharge patients. In the United States, it operates in approximately 50 states and the District of Columbia. Its customers include health plans, both commercial and Medicare Advantage, large self-insured employers, including state and municipal government entities, and providers of healthcare, including integrated healthcare systems, and hospitals. TIVITY HEALTH, INC. (NASDAQ:TVTY) Recent Trading Information
TIVITY HEALTH, INC. (NASDAQ:TVTY) closed its last trading session up +0.98 at 33.33 with 301,891 shares trading hands.
