Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
The Amendment removes the formula-based approach to certain elements of
• Salary. Annual base salary shall be determined by the Compensation Committee and/or the independent members of the Board of Directors, in their discretion. Previously, base salary increases were tied to theU.S. salaried employee merit pool percentage increases (and decreases were permitted only in connection with a similar percentage decrease in salary applicable to all senior executives at the Company). • Long-Term Incentive. The value ofMr. MacMillan's annual equity grant shall be determined by the Compensation Committee and/or the independent members of the Board of Directors, in their discretion. Previously, the value ofMr. MacMillan's annual equity grant was increased or decreased from the prior year's grant value based on increases or decreases in net income and earnings per share. • Matching Restricted Stock Units ("RSUs"). Under the Existing Agreement,Mr. MacMillan has historically been entitled to receive a grant of RSUs each year with a value equal to the number of shares held by him at fiscal year end. The Amendment eliminatesMr. MacMillan's entitlement to receive such Matching RSUs. • Deferred Compensation Plan ("DCP"). The amount of the Company's contribution to the Company's DCP each year shall be determined by the Compensation Committee and/or the independent members of the Board of Directors, in their discretion. Currently, any modifications to the target amount ofMr. MacMillan's DCP contributions must be consistent with changes for other executive officers.
The term of employment for
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Amendment No. 2 to Amended and Restated Employment Agreement by and betweenStephen P. MacMillan andHologic, Inc. , datedOctober 5, 2020 . 104 Cover Page Interactive Data File (embedded within the InLine XBRL document)
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