ENDOLOGIX, INC. |
(Exact name of registrant as specified in its charter) |
Delaware | 000-28440 | 68-0328265 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
11 Studebaker, Irvine, CA | 92618 | |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (949) 595-7200 |
N/A |
(Former name or former address, if changed since last report) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
• | an Employment Agreement with John McDermott, the Company’s Chief Executive Officer; |
• | an Employment Agreement with Shelley B. Thunen, the Company’s Chief Financial Officer and Secretary; |
• | an Employment Agreement with Robert D. Mitchell, the Company’s President; |
• | an Employment Agreement with Todd Abraham, the Company’s Vice President, Operations; and |
• | an Employment Agreement with Joseph A. DeJohn, the Company’s Vice President, Sales. |
• | Involuntary Termination Prior to a Change in Control. Mr. McDermott’s Restated Employment Agreement modified: (i) the severance payable to Mr. McDermott upon an Involuntary Termination (as defined in the Restated Employment Agreements) such that he will be entitled to receive a lump-sum payment equal to 18 months of his base salary, payable within 60 days following termination, as opposed to 12 months of his base salary, payable in equal installments over a period of 12 months following termination; (ii) the vesting acceleration of Mr. McDermott’s stock option awards such that any stock options granted to him prior to February 1, 2014 will accelerate by 12 months following an Involuntary Termination but no stock options granted to him on or after February 1, 2014 will accelerate upon termination (prior to such change all options would accelerate by 12 months regardless of the grant date); and (iii) the vesting acceleration of Mr. McDermott’s restricted stock unit awards such that any restricted stock units granted to him prior to February 1, 2014 will accelerate by 12 months following an Involuntary Termination but no restricted stock units granted to him on or after February 1, 2014 will accelerate upon termination (prior to such change no restricted stock units would accelerate upon termination). |
• | Involuntary Termination Upon or Following a Change in Control. Mr. McDermott’s Restated Employment Agreement modified: (i) the severance payable to Mr. McDermott upon an Involuntary Termination within 24 months following a Change in Control (as defined in the Restated Employment Agreements) such that he will be entitled to receive a lump-sum payment equal to 24 months of his base salary, payable within 60 days following termination, as opposed to 12 months of his base salary, payable in equal installments over a period of 12 months following termination; and (ii) the target bonus payable to Mr. McDermott upon an Involuntary Termination within 24 months following a Change in Control such that he will be entitled to receive 100%, as opposed to a pro rata portion, of his target bonus upon termination. Mr. McDermott remains entitled to full vesting acceleration of his outstanding equity awards upon a Change in Control. |
• | Involuntary Termination Prior to a Change in Control. Ms. Thunen’s Restated Employment Agreement modified: (i) the severance payable to Ms. Thunen upon an Involuntary Termination such that any severance will be made in a lump-sum payment within 60 days following termination, as opposed to equal installment payments over a period of 6 months following termination; (ii) the vesting acceleration of Ms. Thunen’s stock o |
• | Involuntary Termination Upon or Following a Change in Control. Ms. Thunen’s Restated Employment Agreement modified: (i) the severance payable to Ms. Thunen upon an Involuntary Termination within 24 months following a Change in Control such that she will be entitled to receive a lump-sum payment equal to 18 months of her base salary, payable within 60 days following termination, as opposed to 12 months of her base salary, payable in equal installments over a period of 12 months following termination; and (ii) the target bonus payable to Ms. Thunen upon an an Involuntary Termination within 24 months following a Change in Control such that she will be entitled to receive 100%, as opposed to a pro rata portion, of her target bonus upon termination. Ms. Thunen remains entitled to full vesting acceleration of her outstanding equity awards upon a Change in Control. |
• | Involuntary Termination Prior to a Change in Control. The Restated Employment Agreements of Messrs. Mitchell, Abraham and DeJohn modified: (i) the severance payable to such Named Executive Officers upon an Involuntary Termination such that any severance will be made in a lump-sum payment within 60 days following termination, as opposed to equal installment payments over a period of six months following termination; (ii) the vesting acceleration of such Named Executive Officers’ stock option awards such that any stock options granted to them prior to February 1, 2014 will accelerate by six months following an Involuntary Termination but no stock options granted to them on or after February 1, 2014 will accelerate upon termination (prior to such change all options would accelerate by six months regardless of the grant date); and (iii) the vesting acceleration of such Named Executive Officers’ restricted stock unit awards such that any restricted stock units granted to them prior to February 1, 2014 will accelerate by six months following an Involuntary Termination but no restricted stock units granted to them on or after February 1, 2014 will accelerate upon termination (prior to such change no restricted stock units would vest following termination). |
• | Involuntary Termination Upon or Following a Change in Control. The Restated Employment Agreements of each of Mr. Mitchell, Mr. Abraham and Mr. DeJohn modified: (i) the severance payable to them upon an Involuntary Termination within 24 months following a Change in Control such that they will be entitled to receive a lump-sum payment equal to 18 months of their respective base salary, payable within 60 days following termination, as opposed to 12 months of their respective base salary, payable in equal installments over a period of 12 months following termination; (ii) the target bonus payable to them upon an an Involuntary Termination within 24 months following a Change in Control such that they will be entitled to receive 100%, as opposed to a pro rata portion, of their respective target bonus upon termination; and (iii) the vesting acceleration of their outstanding equity awards such that all such equity awards shall vest in full upon a Change in Control (prior to such change full vesting of outstanding stock options required termination following a Change in Control and no restricted stock units would vest following termination). |
Exhibit No. | Description | |
10.1 | Employment Agreement, dated as of February 1, 2014, between Endologix, Inc. and John McDermott. | |
10.2 | Employment Agreement, dated as of February 1, 2014, between Endologix, Inc. and Shelley B. Thunen. | |
10.3 | Employment Agreement, dated as of February 1, 2014, between Endologix, Inc. and Robert D. Mitchell. | |
10.4 | Employment Agreement, dated as of February 1, 2014, between Endologix, Inc. and Todd Abraham. | |
10.5 | Employment Agreement, dated as of February 1, 2014, between Endologix, Inc. and Joseph A. DeJohn. | |
10.6 | Form of Indemnification Agreement |
ENDOLOGIX, INC. | ||
Date: February 3, 2014 | /s/ Shelley B. Thunen | |
Chief Financial Officer |
Exhibit No. | Description | |
10.1 | Employment Agreement, dated as of February 1, 2014, between Endologix, Inc. and John McDermott. | |
10.2 | Employment Agreement, dated as of February 1, 2014, between Endologix, Inc. and Shelley B. Thunen. | |
10.3 | Employment Agreement, dated as of February 1, 2014, between Endologix, Inc. and Robert D. Mitchell. | |
10.4 | Employment Agreement, dated as of February 1, 2014, between Endologix, Inc. and Todd Abraham. | |
10.5 | Employment Agreement, dated as of February 1, 2014, between Endologix, Inc. and Joseph A. DeJohn. | |
10.6 | Form of Indemnification Agreement |