- Current report filing (8-K)
February 03 2010 - 4:16PM
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):
January 28
, 2010
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
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on January 15,
2010, CardioNet, Inc. (the Company) announced that Heather Getz was
appointed the Companys Chief Financial Officer, effective January 15,
2010. On January 28, 2010, we
entered into an employment agreement (the Employment Agreement) with Ms. Getz. The term of the Employment Agreement is
effective as of January 15, 2010, and continues until terminated in
accordance with its terms.
Pursuant
to the Employment Agreement, Ms. Getz is entitled to a base salary of
$235,000, which shall be prorated for the remainder of 2010.
Ms. Getz 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. Getz without cause or Ms. Getz
resigns for good reason (each as defined in the Employment Agreement), we
will pay to Ms. Getz 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. Getz will also be eligible for continued
participation in our medical, dental and vision plans for a period of up to 12
months. Ms. Getzs 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. Getzs
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. Getz 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. Getzs
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.
Under the Employment
Agreement Ms. Getz 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. Getzs 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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February 3,
2010
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By:
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/s/
Randy H. Thurman
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Name:
Randy H. Thurman
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Title:
President and Chief Executive Officer
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