Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective December 6, 2022 (the "Transition Date"), Daniel S. Jonas, the
Executive Vice President, Legal Affairs, General Counsel & Secretary of CONMED
Corporation (the "Company"), will transition from his current role and continue
as a full-time employee of the Company through his planned retirement date of
July 1, 2026 (the "Retirement Date," and the period commencing on the Transition
Date through the Retirement Date, the "Transition Period"). In connection with
the transition of Mr. Jonas' duties, Mr. Jonas entered into a letter agreement
with the Company (the "Letter Agreement"). Pursuant to the Letter Agreement,
Mr. Jonas will serve as Special Counsel & Corporate Secretary commencing on the
Transition Date through December 31, 2024. Beginning on January 1, 2025,
Mr. Jonas will transition to the role of Corporate Secretary and continue in
such position through the Retirement Date. Heather Cohen will succeed Mr. Jonas
in the role of Executive Vice President and Chief Human Resources and Legal
Officer.
For his service during the Transition Period, Mr. Jonas will be eligible for the
following compensation:
• From the Transition Date through December 31, 2022, annual base salary
and target bonus opportunity at Mr. Jonas' compensation level as of
immediately prior to the Transition Date ($400,000 and 60% of annual base
salary, respectively).
• From January 1, 2023 through December 31, 2024, $400,000 annual base
salary (subject to discretionary adjustment) and a target bonus
opportunity equal to 40% of annual base salary.
• From January 1, 2025 through the Retirement Date, cash compensation equal
to $896,295, paid in equal, regular payroll installments (the "Final
Payment Amount").
• During the Transition Period, Mr. Jonas will be eligible to (i) receive
equity compensation; (ii) participate in the Company's welfare benefit
plans including, without limitation, participation in the Company's
Benefits Restoration Plan and Retirement Savings Plan; and (iii) receive
reimbursement for all reasonable out-of-pocket business expenses incurred
in connection with the performance of his duties under the Letter
Agreement.
Mr. Jonas' receipt of these payments and benefits, as well as the equity award
treatment described in the following paragraph, are subject to his execution of
(i) a release of claims in favor of the Company, within 30 days after the
Transition Date and (ii) a supplemental release of claims in favor of the
Company, within 30 days after the Retirement Date.
During the Transition Period and for one year following the termination of his
service, Mr. Jonas will be subject to non-competition and non-solicitation
obligations, and during the Transition Period and indefinitely thereafter,
Mr. Jonas will be subject to customary confidentiality and non-disparagement
obligations. In addition, subject to Mr. Jonas' continued service and compliance
with the release requirements described above, equity awards previously granted
to Mr. Jonas will vest in accordance with the vesting schedules established in
the original equity awards through the Retirement Date.
Mr. Jonas waives any claim to receive payments or other benefits under the
Company's Executive Management Severance Plan or the CONMED Severance Plan.
Pursuant to the Letter Agreement, subject in each case to Mr. Jonas' (or his
estate's or beneficiary's) compliance with the release requirements described
above, Mr. Jonas (or his estate or beneficiary) would be entitled to the
following severance payments from the Company upon certain terminations of
employment prior to the Retirement Date:
• As a result of Mr. Jonas' death, disability, or termination by the
Company for any reason other than gross misconduct before January 1,
2025, $600,000.
• As a result of Mr. Jonas' death, disability, or termination by the
Company for any reason on or after January 1, 2025 and prior to the
Retirement Date, any portion of the Final Payment Amount not already paid
to Mr. Jonas.
The above descriptions are qualified in their entirety by reference to the terms
of the Letter Agreement, which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
Exhibit
No. Description of Exhibit
10.1 Letter Agreement, by and between CONMED Corporation and Daniel S.
Jonas, dated December 6, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses