Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As reported in the Original Filing, on August 24, 2021, we determined that,
effective August 25, Rajwant ("Raj") Sodhi would cease serving as our president
- Software-as-a-Service business. He ceased full-time employment with us on
September 1, 2021. The termination was without cause.
On September 29, 2021, after discussions with Mr. Sodhi, we agreed to provide
the following separation payments to Mr. Sodhi: (i) $603,500, representing
twelve months of base pay; (ii) $80,647, representing a pro rata portion (for
the two months of fiscal year 2022 he was employed) of his short-term incentive
opportunity, at target, for fiscal year 2022; and (iii) $19,544, representing
the cost to extend group health benefits for 12 months, under the Consolidated
Omnibus Budget Reconciliation Act (COBRA). In addition, we have entered into a
consulting agreement, effective from September 2, 2021 through November 20,
2022, under which Mr. Sodhi will advise our chief executive officer on
technology and strategic opportunities. In connection with the consulting
agreement, Mr. Sodhi will be eligible for continued vesting, through
November 20, 2022 of outstanding equity awards in accordance with the terms of
the ResMed 2009 Incentive Award Plan, as amended and restated in 2017. Mr. Sodhi
has also agreed to non-disclosure of confidential information, a covenant not to
compete, and a general release of ResMed.
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