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MarketScreener Homepage  >  Equities  >  Nyse  >  Inspire Medical Systems, Inc.    INSP


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INSPIRE MEDICAL SYSTEMS, INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

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06/08/2020 | 08:04am EDT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 8, 2020, Inspire Medical Systems, Inc. (the "Company") announced that the Company appointed Philip J. Ebeling as the Company's Chief Operating Officer, effective June 1, 2020 (the "Effective Date"). In this capacity, Mr. Ebeling serves as the Company's principal operating officer.

Philip J. Ebeling, 50, previously worked for Abbott Laboratories, a publicly traded medical device and health care company, as Vice President and Chief Technology Officer in the Cardiovascular and Neuromodulation Division from January 2017 to March 2018 where he led an organization of 1,300 research and development employees and was responsible for regulatory affairs personnel and led critical new technology discussions with the FDA and other agencies. From January 2016 to January 2017, Mr. Ebeling was Chief Technology Officer of St. Jude Medical, Inc., previously a publicly traded medical device company that was acquired by Abbott Laboratories in January 2017. Prior to that, Mr. Ebeling served in various other roles at St. Jude Medical, Inc., including Senior Vice President, Research and Development in the Cardiovascular and Electrophysiology Division from 2012 to January 2016 and Vice President of Research and Development for the Cardiovascular Division from 2008 to 2011. Before joining St. Jude Medical in 2008, Mr. Ebeling spent 12 years at Boston Scientific Corporation, a publicly traded medical device manufacturing company, where he held numerous positions including Director of Program Management - Risk Management. Mr. Ebeling has a B.S. in Chemical Engineering from the University of Minnesota, an M.B.A. from the University of St. Thomas and completed the Advanced Management Program at Harvard Business School. He is a member of the National Society of Professional Engineers and a member of the Engineering Advisory Board at Graham Partners, Inc., a private equity firm focused on technology-driven companies involved with advanced manufacturing.

In connection with his appointment, the Company entered into an Employment Agreement with Mr. Ebeling, effective as of the Effective Date (the "Employment Agreement"). The Employment Agreement provides that Mr. Ebeling is eligible to receive a base salary of $370,000 per year, as well as an annual discretionary performance-based bonus with a target bonus equal to 50% of Mr. Ebeling's base salary. Mr. Ebeling is also eligible to participate in Company health, disability, life insurance policies and other employee benefit plans. Mr. Ebeling was also granted, effective June 30, 2020 (the "Grant Date"), an option to purchase 40,000 shares of the Company's common stock (the "Option"), which vests, as to 25% of the shares subject to the Option, on the first anniversary of the Grant Date and, as to the remaining 75% of the shares subject to the Option, in equal monthly installments for the 36 calendar months thereafter, subject to Mr. Ebeling's continued employment through each such vesting date.

In the event that Mr. Ebeling's employment terminates without "Cause" or by Mr. Ebeling with "Good Reason," (each as defined in the Employment Agreement) then pursuant to the Employment Agreement, Mr. Ebeling will be entitled to receive an amount equal to the sum of (i) nine (9) months of base salary continuation, a prorated portion of his target bonus, (iii) payment of COBRA premiums to continue health coverage for executive and his dependents for nine (9) months. If Mr. Ebeling's termination of employment without "Cause" or with "Good Reason" occurs within the twelve (12) month period immediately following a "Change in Control" (as defined in the Employment Agreement), then in lieu of the payments described above, Mr. Ebeling would be entitled to receive an amount equal to the sum of (i) twelve (12) months of base salary continuation, (ii) the target bonus amount, (iii) payment of COBRA premiums to continue health coverage for executive and his dependents for twelve (12) months, and (iv) accelerated vesting of equity awards granted on after June 1, 2020. Mr. Ebeling's receipt of these payments is subject to his execution and non-revocation of a release of claims.

In the event that Mr. Ebeling's employment terminates due to his disability (as described in the Employment Agreement) or death, then Mr. Ebeling or his estate or heirs would be entitled to receive (i) any portion of unpaid base salary through the date of termination, (ii) any accrued but unpaid cash bonus as of the time of the disability or death, (iii) any benefits payable under any disability or life insurance policy maintained by the Company for Mr. Ebeling's benefit, (iv) accrued but unpaid paid time off, (v) unpaid expense reimbursement, and (vi) vested benefits under Company maintained incentive or benefit plans.

The Employment Agreement includes non-compete and non-solicitation of employees during Mr. Ebeling's employment and for twelve (12) months following termination.

Any payments or benefits received by Mr. Ebeling under the Employment Agreement will be subject to an Internal Revenue Code Section 280G "cutback" such that payments or benefits that Mr. Ebeling would receive in connection with a change in control will be reduced to the extent that such reduction would result in a greater after-tax net amount for Mr. Ebeling.

Mr. Ebeling has entered into the Company's standard form of indemnification agreement for its directors and officers.



The foregoing description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On June 8, 2020, the Company issued a press release announcing Mr. Ebeling's appointment.

The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.  Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.                                             Description

                         Employment Agreement between the Company and Philip Ebeling, effective June
10.1                   1, 2020.

                         Press release of Inspire Medical Systems, Inc., dated     June 8    ,
99.1                   2020.

104                    Cover Page Interactive Data File - the cover page XBRL tags are embedded
                       within the Inline XBRL document.



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