Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Robert Camerlinck as Chief Operating Officer
Chief Operating Officer of the Company, effective
(“
President since 2020 and as the Chief Executive Officer from 1996 through 2000.
(MSO) operations for Medicare Advantage practices throughout the state of
concierge-level primary care medical practice founded in 1994 to a state-wide,
trusted and reputable leader in Medicare Advantage. In connection with
“Employment Agreement”), pursuant to which
Operating Officer commencing on
initial term of two years, subject to automatic renewal for successive one-year
periods unless the Company or
notice. Pursuant to the Employment Agreement,
starting annual base salary of
annual cash bonus based on performance, which shall not be less than 0% of his
base salary; (iii) be eligible for an annual equity award with a target value of
Plan”); and (iv) receive a one-time sign-on grant of equity of 250,000
restricted stock units (“RSUs”), which will vest pro-rata over four years
commencing on the first anniversary of the date of grant.
In the event that
Company without “cause” (as defined in the Employment Agreement, including due
to the Company’s delivery of a non-renewal notice) or by
“good reason” (as defined in the Employment Agreement), subject to
containing, among other things, a release of claims in favor of the Company and
its affiliates,
continuation for twelve months following his termination date (ignoring any
reduction that constitutes good reason), (ii) any earned but unpaid incentive
compensation with respect to the completed year prior to the year in which the
termination occurs; (iii) a pro-rated portion of his target bonus for the year
in which his termination occurs (ignoring any reduction that constitutes good
reason), and (iv) subject to
health benefits under the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”) and copayment of premium amounts at the active employees’ rate,
payment of remaining premiums for participation in the Company’s health benefit
plans until the earliest of (A) twelve months following termination; (B) the
date
other employer’s group medical plan; or (C) the expiration of
In addition, in lieu of the payments and benefits described above, in the event
that
“cause” (including due to the Company’s delivery of a non-renewal notice) or by
“sale event” as defined in the 2021 Plan and subject to
things, a release of claims in favor of the Company and its affiliates,
to two-times the sum of (x)
any reduction that constitutes good reason) and (y) the average annual incentive
compensation paid to
the year of his date of termination (provided that if incentive compensation has
not been paid to
shall be his target bonus for the current year) (ignoring any reduction that
constitutes good reason); (ii) a pro-rated portion of his target bonus for the
year in which his termination occurs (ignoring any reduction that constitutes
good reason); (iii) any earned but unpaid incentive compensation with respect to
the completed year prior to the year in which the termination occurs; (iv) full
acceleration of vesting of all outstanding equity awards, and (v) subject to
copayment of premium amounts at the active employees’ rate, payment of remaining
premiums for participation in the Company’s health benefit plans until the
earliest of (A) twelve months following termination; (B) the date
group medical plan; or (C) the expiration of
continuation period.
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The foregoing summary of the Employment Agreement is qualified in its entirety
by reference to the full Employment Agreement filed herewith as Exhibit 10.1 and
incorporated by reference herein.
In connection with
an indemnification agreement with
indemnification of and advancement of expenses permitted by
claims, suits or proceedings arising out of an officer’s service to the Company
pursuant to the form of indemnification agreement previously filed as Exhibit
10.12 to the Company’s Current Report on Form 8-K with the
Exchange Commission
understanding between
was appointed Chief Operating Officer, nor is there any family relationship
between
software development firm that specializes in health information technology and
data warehousing. The Company has a license agreement with MedCloud pursuant to
which MedCloud has granted the Company a non-exclusive, non-transferable license
to use their software. Other than the license agreement, there have not been any
transactions since the beginning of the Company’s last fiscal year, nor are
there any proposed transactions, in which the Company was or is to be a
participant involving amounts exceeding
or will have a direct or indirect material interest.
Item 7.01. Regulation FD
On
of
99.1 and incorporated into this Item 7.01 by reference.
The information in this Item 7.01 of Form 8-K, including the accompanying
Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to
the liability of such 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, regardless of the general incorporation language of such filing,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Employment Agreement, datedAugust 1, 2022 , by and betweenCano Health, Inc. andRobert Camerlinck . 99.1 Press release datedAugust 5, 2022 . 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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