FARO TECHNOLOGIES INC : Change in Directors or Principal Officers (form 8-K)
February 28, 2020 at 06:15 am EST
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2020, Jody S. Gale entered into a Transition and Separation
Agreement (the "Transition Agreement") with FARO Technologies, Inc. (the
"Company"). Pursuant to the Transition Agreement, Mr. Gale acknowledged his
termination from the position of Senior Vice President, General Counsel and
Secretary of the Company and as an officer or director of any subsidiary of the
Company, effective February 20, 2020. Mr. Gale will continue to serve as an
at-will employee of the Company through March 31, 2020 (the "Transition
Period"), which Transition Period will automatically continue unless either
party provides 10 days' advanced written notice of its intention to end the
Transition Period, in order to provide assistance and input concerning ongoing
business matters, to effectively transition matters to other employees and to
perform such other duties as directed by the Company. The Company will continue
to pay Mr. Gale his current base salary of $372,860 per annum during the
Transition Period. Mr. Gale will not receive a bonus payment under the Company's
short-term cash incentive program in respect of performance for any part of 2019
or 2020.
Consistent with the Company's severance obligations to Mr. Gale set forth in the
Amended and Restated Employment Agreement, dated as of April 27, 2016, between
the Company and Mr. Gale filed as Exhibit 10.3 to the Company's Current Report
on Form 8-K filed April 29, 2016, the Transition Agreement provides that Mr.
Gale will receive the following severance benefits:
•Base salary severance. The Company will continue to pay Mr. Gale his existing
base salary of $372,860, payable in biweekly installments over a period of 12
months following the expiration of the Transition Period.
•Stock option and restricted stock unit vesting. Any outstanding and unvested
stock options held by Mr. Gale will become fully exercisable as of the
expiration of the Transition Period and any outstanding restricted stock units
held by Mr. Gale will become fully vested and will immediately convert to shares
of the Company's common stock as of the expiration of the Transition Period.
In addition, the Company will reimburse Mr. Gale for the monthly COBRA payments
that Mr. Gale makes for a period of up to 12 months. The Transition Agreement
includes non-compete and non-solicitation covenants pursuant to which Mr. Gale
has agreed not to compete against or solicit any customer or employee of the
Company for a period of two years after the conclusion of the Transition Period,
and also includes confidentiality and non-disparagement covenants.
This summary of the Transition Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Transition
Agreement, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
FARO Technologies, Inc. is a global technology company. The Company designs, develops, manufactures, markets and supports software driven, three-dimensional (3D) measurement, imaging, and realization solutions for the manufacturing, architecture, engineering and construction (AEC), operations and maintenance (O&M) and public safety analytics markets. The Company enables its customers to capture, measure, manipulate, interact with and share four-dimensional (4D), 3D and two-dimensional (2D) data from the physical world in a virtual environment and then translate this information back into the physical domain. The Company's FARO suite of 3D products and software solutions are used for inspection of components and assemblies, rapid prototyping, reverse engineering and various others. Its products include FaroArm Portfolio, FARO Laser Tracker, FARO Laser Scanning Portfolio and FARO Mobile Laser Portfolio. Its software includes FARO Sphere XG, CAM2, BuildIT Metrology and BuildIT Projector.