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HOLX > SEC Filings for HOLX > Form 8-K on 14-Mar-2014All Recent SEC Filings

Show all filings for HOLOGIC INC

Form 8-K for HOLOGIC INC


14-Mar-2014

Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statem


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

(b) Glenn P. Muir. On March 13, 2014, Hologic, Inc. ("Hologic" or the "Company") and Glenn P. Muir, the Company's Executive Vice President, Finance and Administration, Chief Financial Officer and Assistant Treasurer and Assistant Secretary, mutually agreed that Mr. Muir will retire. The Company is commencing a search for Mr. Muir's replacement. Mr. Muir will continue in his current role until his successor is identified and hired and will remain with Hologic through November 30, 2014 to help ensure a smooth transition to a new Chief Financial Officer.

David P. Harding. On March 10, 2014, David P. Harding, the Company's Group Senior Vice President and General Manager, Women's Health, and the Company agreed that he will transition to a new role as Senior Vice President, Corporate Strategy, effective April 14, 2014.

(c) Eric B. Compton. On March 14, 2014, the Company announced the appointment of Eric B. Compton, age 49, as Chief Operating Officer of the Company, effective April 14, 2014.

A summary of the material terms and conditions of Mr. Compton's employment offer letter, dated March 9, 2014 (the "Offer Letter"), is set forth below. The below description of the Offer Letter does not purport to be complete and it is qualified in its entirety by reference to the Offer Letter, a copy of which is attached to this report as Exhibit 10.1 and is incorporated herein in its entirety by reference.

There are no arrangements or understandings between Mr. Compton and any other person pursuant to which Mr. Compton was appointed as an officer of the Company. There are no family relationships between Mr. Compton and any director or executive officer of the Company. There are no transactions between Mr. Compton and the Company that would be reportable under 404(a) of Regulation S-K.

Offer Letter. The Offer Letter provides that Mr. Compton will become Chief Operating Officer of the Company on April 14, 2014.

General. The Offer Letter has no specified term, and Mr. Compton's employment with the Company will be on an at-will basis. Mr. Compton will be entitled to participate in the Company's benefit programs, including the Company's deferred compensation plan, as they may be in effect from time to time. In connection with the Offer Letter, Mr. Compton also entered into the Company's standard form of non-competition and proprietary information agreement.

Base Salary and Target Bonus. Mr. Compton will receive an initial base salary at the annual rate of $450,000 and a target bonus opportunity in fiscal 2014 under the Company's Short-Term Incentive Plan (the "STIP") of 75% of his annual base salary, which will be pro-rated for the period of his tenure in fiscal year 2014.

Accelerated Sign-On Bonus. In consideration of Mr. Compton's willingness to accelerate his employment start date with the Company to April 14, 2014 and thereby forfeit certain awards with his former employer, Mr. Compton will receive a one-time sign-on bonus of $482,375, payable within 14 days of his first day of employment. This bonus shall vest pro-rata over his first year of employment, and the unvested portion shall be subject to repayment by Mr. Compton if he voluntarily leaves the Company or is terminated by the Company for cause within one year of his start date as set forth in the Offer Letter.

Equity Grants. Mr. Compton will receive the following grants under the Company's Amended and Restated 2008 Equity Incentive Plan as of the commencement of his employment:

a grant of nonqualified stock options ("Options") with a five-year vesting schedule and a seven-year term valued at approximately $350,000;

a grant of restricted stock units ("RSUs") with a four-year vesting schedule valued at approximately $350,000;

a grant of performance stock units ("PSUs") that are subject to return on invested capital ("ROIC") performance conditions valued at approximately $750,000.


The number of Options, RSUs and PSUs subject to each award described above, and the exercise price of the Options will be determined based on the closing price of the Company's common stock on Mr. Compton's first day of employment. The number of PSUs that vest, if any, for each PSU granted will be determined as soon as practicable after the completion of the three-year performance period based upon the Company's achievement of certain ROIC goals. The Options, RSUs, and PSUs shall be evidenced by the Company's standard form of grant agreements.

Relocation Assistance. Mr. Compton will receive relocation assistance including reimbursement for his relocation expenses associated with his move to the Marlborough, Massachusetts area in an amount up to $200,000. The maximum amount of reimbursement may be increased in Hologic's sole discretion pending a review of final relocation costs. Relocation benefits will be grossed up for taxes. In advance of his relocation to Massachusetts, Mr. Compton will also be provided with temporary housing at the Company's expense.

Severance and Change of Control Agreement. The Company and Mr. Compton also entered into a severance and change of control agreement, dated March 9, 2014 (the "Severance and Change of Control Agreement"), that will be effective upon Mr. Compton joining the Company on April 14, 2014.

A summary of the material terms and conditions of the Severance and Change of Control Agreement is set forth below. The below description of the Severance and Change of Control Agreement does not purport to be complete and it is qualified in its entirety by reference to the Severance and Change of Control Agreement, a copy of which is attached to this report as Exhibit 10.2 and is incorporated herein in its entirety by reference.

Change of Control Benefits. The Severance and Change of Control Agreement provides that if a change of control occurs during its term, and within the three-year period following the consummation of such change of control (the "Employment Period"), the Company terminates the employment of Mr. Compton for reasons other than death, disability (as defined) or cause (as defined), or Mr. Compton resigns for good reason (as defined) (a "double-trigger" arrangement), then (i) Mr. Compton shall have the right to receive a lump sum cash payment equal to his accrued compensation through the date of termination of his employment plus a pro-rata highest annual bonus based on the number of days elapsed during the fiscal year through the date of termination,
(ii) Mr. Compton shall be entitled to receive, within 30 days of the date of termination of his employment, a lump sum cash payment equal to the product of 2.99 times the sum of his annual base salary and highest annual bonus, and
(iii) all of Mr. Compton's stock options, restricted stock units, performance stock units and other equity awards will become immediately and fully vested, and any options (or other similar awards) shall remain exercisable for the longer of (A) the period of time provided for in the applicable equity award agreement or plan, or (B) the shorter of the remaining term of the applicable equity award or a period of one year following Mr. Compton's termination. The term "highest annual bonus" is defined as the greater of (i) the average of annual bonuses paid to Mr. Compton over the three fiscal years preceding the fiscal year in which the change of control occurs, (ii) the annual bonus paid to Mr. Compton in the fiscal year preceding the fiscal year in which the change of control occurs, or (iii) the target bonus award opportunity associated with the Company achieving its 100 percent target payout level as determined in accordance with the Company's bonus plan for the fiscal year preceding the fiscal year in which the change of control occurs. The Company will also continue to provide health and dental benefits to Mr. Compton for a period of one year following Mr. Compton's termination. The Severance and Change of Control Agreement does not provide for any change of control benefits, including the acceleration of equity awards, if Mr. Compton remains employed by the Company or voluntarily terminates his employment (other than a resignation for good reason).

If Mr. Compton dies or Mr. Compton's employment is terminated by reason of disability during the Employment Period, then he, or his heirs or estate, is entitled to be paid an amount equal to all accrued and unpaid compensation through the date of termination, a pro-rata highest annual bonus based on the number of days elapsed during the fiscal year through the date of termination, continuation of certain welfare benefits for the remaining term of the Employment Period and a cash payment equal to the sum of his annual base salary and the highest annual bonus.

Severance Benefits. If other than in relation to a change of control as described above, the Company terminates the employment of Mr. Compton without cause or Mr. Compton resigns for good reason then Mr. Compton shall be entitled to receive certain benefits, including (i) a lump sum cash payment equal to his accrued compensation through the date of termination of his employment plus a pro-rata highest annual bonus based on the number of days

. . .



Item 7.01 Regulation FD Disclosure.

On March 14, 2014, the Company issued a press release announcing the appointment of Mr. Compton, the retirement of Mr. Muir, the transition of Mr. Harding and the hiring of Claus Egstrand as the Company's Senior Vice President and General Manager, International. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the press release attached hereto as Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as Exhibit 99.1 hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary notes in the press release regarding these forward-looking statements.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                    Description

10.1         Offer Letter by and between Eric B. Compton and Hologic, dated March
             9, 2014.

10.2         Severance and Change of Control Agreement by and between Eric B.
             Compton and Hologic, dated March 9, 2014.

10.3         Transition Agreement by and between Glenn P. Muir and Hologic, dated
             March 13, 2014.

99.1         Press Release issued by Hologic on March 14, 2014.


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