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GB > SEC Filings for GB > Form 8-K on 9-Aug-2013All Recent SEC Filings

Show all filings for GREATBATCH, INC.



Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On August 5, 2013, Greatbatch, Inc. ("Greatbatch") entered into a new three-year employment agreement with Thomas J. Hook, the President and Chief Executive Officer of Greatbatch. The new agreement is the result of the Greatbatch Board of Director's comprehensive review of current compensation and employment contract practices among Greatbatch's peer group companies. The new employment agreement has an initial term that expires August 4, 2016, subject to successive one-year renewal periods as provided in the employment agreement.

Under the new employment agreement, Mr. Hook's base salary is $700,000 per year, subject to annual review, and Mr. Hook is eligible to participate in Greatbatch's cash and equity-based incentive award programs available to its executives. Mr. Hook is also eligible to participate in any health and medical, pension and profit-sharing and insurance plans and programs generally offered to Greatbatch's executive officers.

The new employment agreement contains provisions that continue Mr. Hook's salary and benefits and vest (in the case of time-based awards) or permit the continued vesting of (in the case of performance-based awards) outstanding equity awards in the event of Mr. Hook's disability or death. The new employment agreement also contains provisions that provide for a lump sum payment of base salary and severance and accelerated vesting (in the case of time-based awards) or continued pro-rata vesting (in the case of performance-based awards) of outstanding equity awards in the event of Mr. Hook's termination of employment without cause or a termination with good reason.

Mr. Hook continues to be covered under an existing change of control agreement with Greatbatch; provided that with respect to any event affecting Mr. Hook's employment covered by both the change of control agreement and the new employment agreement, Mr. Hook will receive benefits under the agreement that provides the higher level of those benefits, without duplication.

The new employment agreement contains standard confidentiality and inventions provisions and a non-competition provision restricting Mr. Hook from competing with Greatbatch or soliciting its employees during the term of the agreement and for a period of 24 months thereafter.

The foregoing summary is qualified in its entirety by reference to the full text of Mr. Hook's employment agreement, which is attached as exhibit 10.1 to this report and incorporated into this Item 5.02 by this reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Employment Agreement between Greatbatch, Inc. and Thomas J. Hook dated August 5, 2013.

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