Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported in the Current Report on Form 8-K filed by
On
Unless the Board affirmatively determines in good faith that Executive has not
complied with the terms of the transition plan in all material respects during
the Employment Transition Period, Executive shall be entitled to the benefits
provided in connection with Executive's retirement pursuant to the Second
Amended and Restated Employment Agreement, dated
•Any unpaid Base Salary (as defined in the Employment Agreement) and benefits to be paid or provided to Executive through the Employment Termination Date; •A lump sum payment, in cash, equal to the estimated cost of procuring for the Executive and his dependents: life, disability, accident and health insurance benefits for a period of two (2) years following the Employment Termination Date; •Any other unpaid benefits to which Executive is otherwise entitled under any other plan, policy or program of the Company (including any retirement plan) applicable to Executive as of the Employment Termination Date, in accordance with the terms of such plan, policy or program; •All then outstanding options to acquire stock of the Company and all then outstanding restricted shares of stock and restricted stock units of the Company held by the Executive shall be fully vested, and all performance share units, performance-based restricted stock and performance-based restricted stock units will vest according to the terms of the applicable award agreement; and •Any vested options held by Executive shall remain exercisable until the earlier of (a) the third anniversary of the Employment Termination Date (except in the case of Executive's death during such period, in which event the options shall be exercisable until the earlier of the second anniversary of the date of Executive's death and the third anniversary of the Employment Termination Date) and (b) the otherwise applicable normal expiration date of such option.
During the Employment Transition Period, Executive shall continue to receive his
base salary that was in effect on the Effective Date. Executive shall also
receive any bonus earned by Executive under the Company's 2019 bonus plan and a
pro-rata portion of any bonus earned under the Company's 2020 bonus plan through
The foregoing description of the Transition Agreement is qualified in its entirety by reference to the Transition Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
10.1 Transition Agreement, dated
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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