Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Separation Agreement
As previously disclosed in the Current Report on Form 8-K filed by Invacare
Corporation (the "Company") on August 29, 2022, the employment of Matthew E.
Monaghan as the Company's President and Chief Executive Officer terminated
effective August 28, 2022 (the "Date of Separation").
On December 5, 2022, the Company and Mr. Monaghan entered into a Separation
Agreement and General Release with respect to the termination of his employment
with the Company (the "Separation Agreement") and Mr. Monaghan resigned as a
director of the Company without any disagreement or dispute with the Company or
its Board of Directors.
Provided that Mr. Monaghan signs and does not revoke a general release of claims
in accordance with the Separation Agreement (the "Release"), he is entitled to
payment of the equivalent of 12 months of his regular monthly pay as of the Date
of Separation, less applicable taxes and withholdings, paid over the six-month
period from January 2023 through June 2023 on a semi-monthly basis consistent
with the Company's regular payroll practices.
The Separation Agreement also provides that Mr. Monaghan is entitled to
continuation of coverage under the Company's health insurance plan pursuant to
COBRA, for which the Company will pay all premiums (following effectiveness of
the Release) retroactive to the Date of Separation through August 31, 2023 or
such earlier time as Mr. Monaghan obtains new health insurance coverage. Upon
effectiveness of the Release, certain unvested time-based restricted stock of
the Company held by Mr. Monaghan will continue to vest through May 15, 2023 in
accordance with its terms, and the portion of such stock that would have
remained unvested as of May 16, 2023 will be immediately forfeited.
Pursuant to the Separation Agreement, Mr. Monaghan agreed to certain restrictive
covenants, including among others, non-competition, non-interference and
non-recruitment obligations, effective through August 31, 2023. Mr. Monaghan
further agreed to provide certain transition assistance as reasonably required
by the Company for up to 12 hours per month until August 31, 2023.
The foregoing description of the Separation Agreement is a summary and is
qualified in its entirety by reference to the full text of the Separation
Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated by reference herein.
Director Appointment
On December 9, 2022, the board of directors of the Company (the "Board")
appointed Geoffrey P. Purtill, the Company's President and Chief Executive
Officer, to serve as a director of the Company and fill the vacancy on the Board
created by the resignation of Matthew E. Monaghan. Mr. Purtill has been
appointed to serve a term expiring at the Company's 2023 Annual Meeting of
Shareholders.
Mr. Purtill, age 57, has served as the Company's President and Chief Executive
Officer since August 28, 2022. Prior to this appointment, Mr. Purtill served as
Senior Vice President and General Manager, Europe, Middle East & Africa and Asia
Pacific since December 2021 and Vice President, Global Strategy and General
Manager, Asia Pacific, since September 2021. Previously, he served for 11 years
as the Company's Vice President and General Manager, Asia Pacific. Prior to
joining the Company, Mr. Purtill held various sales, category management and
supply chain leadership roles at Johnson & Johnson and Nestle. Mr. Purtill spent
14 years in the Australian Army where he was a Captain in the Intelligence
Corps.
As an employee of the Company, Mr. Purtill will not have rights to additional
compensation for his service as a director. Mr. Purtill remains party to an
indemnification agreement with the Company, which is substantially the same as
the indemnification agreements the Company has entered into with each of its
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directors and executive officers. The indemnification agreement requires the
Company to indemnify a director against all expenses, judgments, settlements,
fines and penalties, actually and reasonably incurred by the director, in
connection with the defense or settlement of a proceeding, subject to certain
exceptions. The description of the indemnification agreement set forth in this
Item 5.02 is not complete and is qualified in its entirety by reference to the
full text of the form of indemnification agreement. The form of indemnification
agreement between the Company and each of its directors and executive officers
was filed as Exhibit 10(ap) to the Company's Annual Report on Form 10-K for the
year ended December 31, 2021.
There are no arrangements or understandings between Mr. Purtill and any other
person pursuant to which he was appointed as a director. There have been no
transactions involving the Company or any of its subsidiaries in which Mr.
Purtill has or will have a direct or indirect material interest that are
required to be disclosed by Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
10.1 Separation Agreement and General Release, entered into December 5, 2022,
between Invacare Corporation and Matthew E. Monaghan.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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