Integra LifeSciences Holdings Corporation
12/17/2024 | Press release | Distributed by Public on 12/17/2024 15:16
Management Change/Compensation Form 8 K
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 12, 2024, Integra LifeSciences Holdings Corporation (the "Company") adopted a change in control severance program (the "Program") under which certain executives of the Company, including Lea Knight, Executive Vice President and Chief Financial Officer, Robert T. Davis, Jr., Executive Vice President, President - Tissue Technologies, Michael McBreen, Executive Vice President, President - Codman Specialty Surgical, Jeffrey Mosebrook, Senior Vice President, Finance and Principal Accounting Officer, and Eric I. Schwartz, Executive Vice President, Chief Legal Officer and Secretary, are participants (each, an "executive participant"). The Program is effective as of January 1, 2025, and renews the Program for executive participants scheduled to expire on December 31, 2024.
The Program provides for the payment of severance and other benefits to the executive participants in the event of a "qualifying termination," which means a termination of employment with the Company without "cause" or by the executive participant for "good reason," in either case, on or within two years following a "change in control" of the Company and so long as such change in control occurs by December 31, 2025 (each, as defined in the Program). In the event of a qualifying termination, the Program provides for:
•a lump sum payment equal to 1.5 times (or 2 times for Ms. Knight) the sum of the executive participant's annual base salary and target cash bonus;
•a lump sum payment equal to a pro rata portion of the executive participant's target cash bonus for the partial fiscal year in which the termination occurs;
•Company-subsidized COBRA premium payments for up to eighteen months following the termination date;
•Company-paid outplacement services for up to twelve months following the termination date; and
•to the extent the executive participant has not yet received his or her short-term annual cash bonus for prior-year performance with the Company, the executive participant shall still receive such short-term annual cash bonus for prior-year performance at the time non-terminated employees receive such short-term annual cash bonus if such payment is due.
An executive participant's right to receive the severance payments and benefits described above is subject to the delivery and non-revocation of an effective general release of claims in favor of the Company.
In addition, under the Program, to the extent that any change in control payment or benefit would be subject to an excise tax imposed in connection with Section 4999 of the Internal Revenue Code, such payments and/or benefits may be subject to a "best pay cap" reduction to the extent necessary so that the executive participant receives the greater of the (i) net amount of the change in control payments and benefits reduced such that such payments and benefits will not be subject to the excise tax and (ii) net amount of the change in control payments and benefits without such reduction.
The term of the Program expires on December 31, 2025, and any extension of the term requires the approval of the Compensation Committee of the Company's Board of Directors. However, upon the occurrence of a change in control, the term will automatically be extended until the two-year anniversary of the date on which the change in control occurs. In addition, if an executive participant incurs a qualifying termination during the term of the Program, the term automatically will be further extended until each party's rights and obligations are fully satisfied.
The foregoing description of the Program is not complete and is subject to and qualified in its entirety by the terms of the Program, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.