Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnSeptember 9, 2020 , the Compensation Committee of the Board of Directors ofHologic, Inc. ("Hologic" or the "Company") approved the Company's entry into a new Severance and Change of Control Agreement (the "Severance and Change of Control Agreement") withKevin R. Thornal , Division President, Diagnostics, which supersedes in its entiretyMr. Thornal's DivisionPresident Severance Agreement datedJuly 20, 2017 , and his Change of Control Agreement datedJuly 20, 2017 . The Severance and Change of Control Agreement, which is the Company's standard form of agreement for Senior Executive Officers, is substantially similar toMr. Thornal's prior agreement, except in the event he is entitled to severance pursuant to the terms of the agreement, rather than a 15-month base salary continuation, he is now entitled to a 12-month base salary continuation, an amount equal to his three-year average annual bonus and a 1-year welfare benefit continuation. In the context of Change of Control,Mr. Thornal's new agreement provides for a cash payment equal to 2.99 times his annual base salary and highest annual bonus rather than a cash payment equal to 1 times his base salary and average annual bonus. The foregoing description ofMr. Thornal's new Severance and Change of Control Agreement is qualified in its entirety by reference to the full text of the agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference. Exhibit Number Description Severance and Change of Control Agreement datedSeptember 15, 2020 by 10.1 and betweenKevin R. Thornal andHologic, Inc.
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