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Item 5.02.
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On April 20, 2017,
BioScrip, Inc. (the “Company”) announced that Stephen M. Deitsch has been appointed as the Senior Vice President, Chief
Financial Officer and Treasurer of the Company, effective April 24, 2017. Mr. Deitsch succeeds Jeffrey Kreger, who stepped down
from his roles as Senior Vice President, Chief Financial Officer and Treasurer effective April 24, 2017.
Mr. Deitsch, 45, joins
the Company with extensive strategic and operational financial leadership experience, including over twelve years in the healthcare
industry at medical technology companies Zimmer Biomet (NYSE: ZBH), Biomet (which merged with Zimmer Holdings in 2015) and Lanx
(which Biomet acquired in October 2013). Mr. Deitsch served as the Chief Financial Officer of the Zimmer Biomet Spine, Bone Healing,
and Microfixation business from July 2014 to July 2015 and as Vice President Finance, Biomet Corporate Controller from February
2014 to July 2014. Mr. Deitsch was the Chief Financial Officer of Lanx from September 2009 until it was acquired by Biomet in October
2013. From 2002 to 2009, Mr. Deitsch also served in various senior financial leadership roles at Zimmer Holdings, Inc., including
Vice President Finance, Reconstructive and Operations, and Vice President Finance, Europe. Most recently, since August of 2015,
Mr. Deitsch has served as Executive Vice President, Chief Financial Officer and Corporate Secretary of Coalfire, Inc., a portfolio
company of The Carlyle Group, and a high growth leader in cyber risk advisory services.
The Company has provided to Mr. Deitsch
an offer letter, dated as of April 10, 2017, that provides for Mr. Deitsch’s salary and benefits (the “Offer Letter”).
The Offer Letter is subject to certain conditions, which were satisfied on April 20, 2017.
Mr. Deitsch’s annual salary will be
$375,000, and he is eligible to participate in the Company’s Management Incentive Bonus Program, provided that he remain
continuously employed with the Company through the date that the bonus is paid. Mr. Deitsch is eligible for a bonus of up to 80%
of his base salary, as determined by the Company and the Board of Directors of the Company (the “Board”), and subject
to corporate, departmental and individual objectives being met. His participation in the 2017 Management Incentive Bonus Plan will
be prorated based on his hire date.
Subject to the approval of the Compensation
Committee of the Board, Mr. Deitsch will be granted equity awards consisting of 215,909 options to purchase Company stock, par
value $0.0001 per share, and 133,803 performance-based restricted stock units, subject to the performance goals currently applicable
to the Company’s current Long-Term Incentive Plan. In addition, Mr. Deitsch will receive 35,211 performance-based restricted
stock units, the vesting of which will be based on successful completion of certain agreed-upon milestones within the first six
months of his employment.
In the event of a change in control, all
performance goals (other than those relating to the value of the Company’s common stock) pertaining to Mr. Deitsch’s
outstanding performance-based awards will be deemed to have been achieved at target and all time-based vesting requirements will
lapse in their entirety, provided that the determination of whether any performance goals related to the value of the Company’s
common stock have been achieved will be made by reference to the value of the Company’s common stock on or as of the date
of the change in control. Mr. Deitsch will be permitted to participate in all employee benefits plans, policies, and practices
now or hereafter maintained by or on behalf of the Company, commensurate with his position and level of individual contribution,
if and to the extent he is eligible pursuant to the terms of such plans, policies, and practices, which may be modified by the
Company at its discretion.
The Company and Mr. Deitsch also executed
a Severance Agreement in connection with the Offer Letter, which provides that, subject to certain conditions, if Mr. Deitsch’s
employment is terminated by the Company other than for “Cause,” as defined in the Severance Agreement, Mr. Deitsch
will be entitled to receive salary continuation payments for 52 weeks following the date Mr. Deitsch executes the Company’s
standard Separation and Release Agreement.
A copy of the Offer Letter is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Offer Letter
does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter.