Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On February 9, 2017, the Company appointed Christopher J. Lindop, age 59, as the Company’s Chief Financial
Officer. As the Company’s Chief Financial Officer, Mr. Lindop will be the Company’s principal financial officer.
Prior to joining the
Company, Mr. Lindop served as chief financial officer from January 2007 until June 2016 and as executive vice president of business development from August 2007 until May 2016 of Haemonetics Corporation (NYSE:HAE), a global leader in blood
processing technology. From September 2003 to December 2006, Mr. Lindop served as chief financial officer of Inverness Medical Innovations, Inc., a global developer, manufacturer and marketer of medical diagnostic products. From June 2002 to
September 2003, he served as an audit partner with the Boston office of Ernst & Young LLP, an accounting firm. From 1991 to 2002, he served as an audit partner with the Boston office of Arthur Andersen LLP, an accounting firm. In addition,
Mr. Lindop has served as a director of Parexel International Corporation (NASD: PRXL) since 2006, where he currently acts as chairman of the audit and finance committee and as a member of the nominating and governance committee. Mr. Lindop
holds a B.A. in Business from the University of Strathclyde (Scotland).
Concurrently with the Company’s appointment of Mr. Lindop as Chief
Financial Officer, Roland Boyd stepped down as interim Chief Financial Officer, effective immediately. Mr. Boyd will continue to serve as the Company’s Group Financial Controller & Treasurer and principal accounting officer.
With respect to Item 404(a) of Regulation
S-K,
except as described in this Form
8-K,
there are no other relationships or related transactions between Mr. Lindop and the Company that would be required to be reported. With respect to the disclosure required by Item 401(d) of
Regulation S-K,
there are no family relationships between Mr. Lindop and any of the Company’s directors or executive officers.
In connection with such appointment, on February 9, 2017, the Company entered into an Employment Agreement with Mr. Lindop (the “Employment
Agreement”) that sets forth the terms and conditions under which Mr. Lindop serves as our Chief Financial Officer. The Employment Agreement was approved by the Board of Directors of the Company (the “Board”) as well as the
Remuneration Committee of the Board (the “Committee”). The Employment Agreement has no specific term and establishes an
at-will
employment relationship. Mr. Lindop’s current annual base
salary for fiscal year 2017 is $375,000, and he is eligible to receive customary employee benefits. Mr. Lindop’s base salary will be reviewed annually starting as of June 1, 2018.
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The Company may terminate Mr. Lindop’s employment with or without cause, but Mr. Lindop is
required to provide at least two months’ advance written notice to us if he terminates his employment. If the Company terminates Mr. Lindop’s employment other than for cause (as defined in the Employment Agreement), he will be
entitled to receive, subject to certain conditions, (i) severance equal to 12 months of his then current base salary and employee benefits then in effect, payable as a lump sum as soon as practicable after the date of termination, but in no
event later than March 15
th
of the following year, plus (ii) reimbursement of the remaining rental costs for Mr. Lindop’s property in Switzerland, up to a maximum of 12 months’
rent and (iii) reimbursement of reasonable repatriation costs to the United States. Mr. Lindop is obligated to (i) refrain from engaging in competition with the Company in the United States or in other countries in which the Company
does business for a period of one year after any termination and (ii) refrain from soliciting any of the Company’s executives, suppliers or customers for a period of two years after any termination.
The Company has agreed to indemnify Mr. Lindop to the maximum extent permitted by our organizational documents and applicable law for any acts or
decisions made in good faith while performing services for us.
In addition to his salary, Mr. Lindop is also entitled to a relocation allowance of
$120,000 per annum for necessary, customary and usual living expenses while his employment location is Eysins, Switzerland, and the Company will reimburse Mr. Lindop for reasonable initial relocation costs up to $50,000, excluding the cost of
flights. The Company will also reimburse Mr. Lindop for certain air travel expenses of his family. Mr. Lindop is eligible for an annual discretionary bonus equal to 65% of his base salary, subject to achievement of corporate performance
goals and individual performance goals.
In addition, in connection with the appointment of Mr. Lindop as our Chief Financial Officer, the Company
has granted Mr. Lindop 175,000 restricted share units (the “RSUs”) and 125,000 share options to purchase ordinary shares at a price of $6.41 per share (which was equal to the closing price of the Company’s ordinary shares as
reported on the Nasdaq Global Market on the date of grant) (the “Share Options”). The RSUs and the Share Options will vest in three equal installments on the anniversary of the effective date of the Employment Agreement. The Share Options
have a term of ten years. The Share Options will be forfeited if not exercised before the expiration of their respective terms. In addition, in the event Mr. Lindop’s employment is terminated, any RSUs or Share Options not vested shall be
forfeited upon termination. This grant of RSUs and Share Options was entered into as an inducement material for Mr. Lindop to enter into employment with the Company.
The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by the Employment Agreement, which is attached hereto
as Exhibit 10.2 and is incorporated herein by reference.