Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
The material changes to the Severance Plan, adopted in amended and restated form
on
•In the event of an Eligible Executive's termination of employment in connection with a Change of Control, the portion of the lump sum cash payment referencing a bonus is modified to provide 100% of the Eligible Executive's annual target bonus amount as of the Termination Date (in the case of the Chief Executive Officer, 200%) and, if not already provided for in an applicable bonus plan, a prorated target bonus amount corresponding to the amount of time elapsed under the current bonus period as of the Termination Date;
•In the event of an Eligible Executive's termination of employment in connection with a Change of Control, the portion of the lump sum cash payment referencing COBRA coverage is modified to provide, in the case of the CEO, a lump sum cash payment equal to a reasonable estimate of such coverage for eighteen months;
•In the event of an Eligible Executive's termination of employment other than for Cause or in connection with a Change of Control, the portion of the lump sum cash payment referencing COBRA coverage is modified to provide a lump sum cash payment equal to a reasonable estimate of such coverage for six months, and in the case of the CEO twelve months;
•A recoupment provision is added to the Severance Plan, which provides that if, after the Termination Date, the Company discovers the Eligible Executive had engaged in acts or omissions that meet the definition of Cause, then the Plan Administrator may cease any further payments or benefits pursuant to the Severance Plan and is entitled to recoup, for the benefit of the Company, any payments or benefits already provided under the Severance Plan, plus interest at the then-prevailing prime rate; and
•The definitions of Cause and Good Reason are updated and clarified to specify additional circumstances meeting the definition of Cause and to exclude certain circumstances that would be excluded from the definition of Good Reason.
The foregoing description is only a summary and is qualified in its entirety by reference to the full text of the Severance Plan, a copy of which is attached as Exhibit 10.1 to this report and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Exhibit 10.1
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