- Current report filing (8-K)
October 22 2009 - 10:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
October 19, 2009
CardioNet, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-33993
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33-0604557
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(State or other
jurisdiction
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(Commission
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(I.R.S. Employer
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of
incorporation)
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File Number)
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Identification
No.)
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227
Washington Street #300
Conshohocken, PA
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19428
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(Address of
principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(610) 729-7000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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))
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 October 19, 2009,
we entered into an employment agreement (the Employment Agreement) with Anna
McNamara which provides that she will continue to serve as our Senior Vice
President, Clinical Operations.
The Employment Agreement commenced on October 19,
2009 and continues until terminated in accordance with its terms.
Pursuant to the
Employment Agreement, Ms. McNamara is entitled to a base salary of $300,000.
Ms. McNamara is eligible to receive an annual discretionary bonus under
our Management Incentive Plan. The bonus
amount she may receive, if any, will be based upon the criteria determined by
our Board of Directors in accordance with our Management Incentive Plan.
The Employment Agreement
provides that in the event we terminate Ms. McNamara without cause or Ms. McNamara
resigns for good reason (each as defined in the Employment Agreement), we
will pay to Ms. McNamara severance benefits that consist of the following:
(i) base salary and accrued and unused vacation earned through the date of
her termination; and (ii) an amount equal to one times (1.0x) base salary
in effect at the time of termination plus one times (1.0x) on-target annual
performance incentive bonus in effect at the time of termination, paid in 12
monthly installments. Ms. McNamara will also be eligible for
continued participation in our medical, dental and vision plans for a period of
up to 12 months. Ms. McNamaras receipt of the amount described in
clause (ii) above and the continued participation in our medical, dental and
vision plans are contingent upon her execution and non-revocation of a release
of claims in the form attached to the Employment Agreement.
If the date of Ms. McNamaras
termination is within 30 days immediately preceding or the 12 months
immediately following a Corporate Transaction (as defined in the Employment
Agreement), vesting of all equity awards made to her prior to the date of
termination will accelerate and the equity awards will be deemed fully vested
and immediately exercisable.
If an excise tax under
sections 280G and 4999 of Internal Revenue Code is triggered by any payment
upon a Corporate Transaction, Ms. McNamara will receive a modified amount
which will be either: (i) the largest portion of the payment that would
result in no portion of the payment being subject to the excise tax; or (ii) the
largest portion of the payment, which such amount, after taking into account
all applicable federal, state and local employment taxes, income taxes, and the
excise tax (all computed at the highest applicable marginal rate), results in Ms. McNamaras
receipt, on an after-tax basis, of the greatest amount of the payment
notwithstanding that all or some portion of the payment may be subject to the
excise tax.
As a condition of Ms. McNamaras
employment as our Senior Vice President, Clinical Operations, she must execute
and abide by our Proprietary Information and Inventions Agreement. Under
the Employment Agreement Ms. McNamara will be subject to non-competition restrictions
for the term of her employment and during any period thereafter in which she is
receiving severance benefits.
Ms. McNamaras employment with us is
at will and may be terminated by us at any time and for any reason, or for no
reason.
2
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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CardioNet, Inc.
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October 22, 2009
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By:
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/s/ Martin P. Galvan
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Name: Martin P. Galvan,
CPA
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Title: Chief Financial
Officer
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3
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