- Current report filing (8-K)
November 10 2010 - 7:30AM
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):
November 4
, 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.
On November 4, 2010,
CardioNet, Inc. (the Company) and John Imperato, the Companys Senior
Vice President, Business Operations, agreed that Mr. Imperato would leave
the Company, effective November 4, 2010.
Mr. Imperatos departure constituted a termination without cause
under the employment agreement, dated November 14, 2008, between the
Company and Mr. Imperato.
Under
his employment agreement, Mr. Imperato is entitled to receive a severance
payment of $514,176, to be paid in twelve (12) monthly installments of $42,848
each, that consists of the following:
(i) an
amount equal to $321,360, which represents one times (1.0x) Mr. Imperatos
base salary, plus (ii) an amount equal to $192,816, which represents one times
(1.0x) his on-target annual performance incentive bonus (or sixty (60%) of his
base salary). These payments are subject
to applicable tax withholdings. The
payment of these amounts is subject to Mr. Imperatos execution and
non-revocation of a Release and Waiver of Claims.
Mr. Imperato
will also be eligible for continued participation in our medical, dental and
vision plans for a period ending on the earlier of: (i) November 3,
2011, or (ii) the date on which Mr. Imperato becomes eligible to
enroll in any similar plan offered by another employer, at the same premium
rates and cost sharing as may be charged from time to time for our employees
generally, as if Mr. Imperato had continued to be employed by the Company
during such period. Mr. Imperato will
bear any tax consequences of this arrangement.
Mr. Imperato will remain subject to the Companys Proprietary
Information and Inventions Agreement, and remains subject to restrictions on
disclosure of confidential information of the Company. In addition, Mr. Imperato will be
subject to a covenant not to compete with the Company during the twelve-month
period in which his severance payments are made.
The
foregoing description of certain terms of Mr. Imperatos employment
agreement is qualified in its entirety by reference to the employment agreement
which was attached as Exhibit 10.37 to the Companys Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March 3, 2009.
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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November 10, 2010
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By:
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/s/
Heather Getz
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Name:
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Heather
Getz, CPA
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Title:
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Chief
Financial Officer
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3
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