HEALTH, INC. : Change of Directors or Principal Officers, Financial Statements and Exhibits (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the appointment of Mr. Rariy as Chief Operating Officer and Chief Transformation Officer, the Company has entered into an offer letter (the “Offer Letter”) and a severance agreement (the “departure agreement”) with Mr. Rariy. Pursuant to the Letter of Offer, Mr. Rariy’s initial annual base salary is
The letter of offer provides for the award, subject to the approval of the Compensation Committee of the Board, of an award of time-restricted share units with an approximate value of
The Company has also entered into a separation agreement with Mr. Rariy. Pursuant to the Separation Agreement, if Mr. Rariy is terminated by the Company “without cause” or if he voluntarily resigns for “good cause” (as such terms are defined in the Separation Agreement), Mr. Rariy will be entitled to receive the following severance pay and benefits: (i) a cash payment (less applicable withholding taxes) in an amount equal to twelve months of his base salary annual then in force; and (ii) company-paid group health, dental and vision care benefits for Mr. Rariy and his covered dependents for a maximum of twelve months. In addition, if Mr. Rariy is terminated by the Company “without cause” or if he voluntarily resigns for “good cause” during the 12-month period following a change of control (as such term is defined in the Separation Agreement), then Mr. Rariy will also be entitled to receive severance pay and the following benefits: (i) a cash payment (less applicable withholding taxes) in an amount equal to 100% his then-current target annual cash bonus; and (ii) vesting of 100% of all outstanding and unvested time-based awards granted to Mr. Rariy.
There is no family relationship between Mr. Rariy and any director or executive officer of the Company that requires disclosure under Section 401(d) of the SK Regulations. Except for the letter of offer and the separation agreement, there is no transaction between Mr. Rariy or a member of his immediate family, on the one hand, and the company or any of its subsidiaries, on the other hand, which requires disclosure under Section 404(a) of Regulation SK. In addition, there is no arrangement or agreement between Mr. Rariy and any other person pursuant to which Mr. Rariy was selected as Chief Operating Officer and Chief Transformation Officer of the Company.
The foregoing descriptions of the Letter of Offer, Signing and Retention Bonus Refund Agreement and Severance Agreement are summaries only and do not purport to be complete. A copy of the Signing and Retention Bonus Reimbursement Agreement and Severance Agreement will be filed as an attachment to the Company’s Quarterly Report on Form 10-Q for the quarter ended
Item 9.01 Financial statements and supporting documents.
Exhibit # Description 99.1 Press release from
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