Attached files
| file | filename |
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| EX-10.2 - EX-10.2 - AMERICAN MEDICAL ALERT CORP | v207474_ex10-2.htm |
| EX-10.1 - EX-10.1 - AMERICAN MEDICAL ALERT CORP | v207474_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): December 30, 2010
American
Medical Alert Corp.
(Exact
name of registrant as specified in its charter)
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New York
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333-54992
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11-2571221
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3265
Lawson Boulevard, Oceanside, New York
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11572
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (516)
536-5850
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
of communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
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¨
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
The
information disclosed under Item 5.02 is incorporated herein by
reference.
Item
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
Jack Rhian Employment
Agreement
On
December 30, 2010, American Medical Alert Corp. (the "Company" or "we") entered into an
employment agreement with Mr. Jack Rhian (the "2010 Rhian
Agreement"), under which Mr. Rhian's employment will be continued for a
term of three years, commencing as of January 1, 2011. The 2010 Rhian
Agreement supersedes the previously disclosed employment agreement between Mr.
Rhian and the Company, dated November 11, 2005, as amended, which expired on
December 31, 2010. Mr. Rhian will continue in his current role as the
Company's Chief Executive Officer and President.
The 2010
Rhian Agreement provides for the payment, on a bi-weekly basis, of a base salary
equal to $300,000 per annum, for the period beginning January 1, 2011 and ending
on December 31, 2013.
Mr. Rhian
is also eligible to participate in an executive bonus pool, to be established by
the Company by June 30, 2011, on such terms and conditions as may be determined
by the Company’s
independent Compensation Committee in its
sole discretion. The 2010 Rhian Agreement also provides for a monthly
automobile stipend in the amount of $1,000.
The 2010
Rhian Agreement provides that Mr. Rhian will be granted 30,000 restricted stock
units ("RSU"),
subject to the terms of the American Medical Alert Corp. 2010 Equity Incentive
Plan (the "2010
Plan") and execution by Mr. Rhian of the applicable award agreement under
such plan, that vest as follows: 10,000 RSUs on December 31, 2011, 10,000 RSUs
on December 31, 2012 and 10,000 RSUs on December 31, 2013. Vesting is
dependent on Mr. Rhian's continued employment on the vesting date, as provided
under the 2010 Plan. In the event of a Change in Control (as defined
in the 2010 Rhian Agreement), if Mr. Rhian and the Company, or its successor,
agree to continue the Rhian Employment Agreement, or to enter into a new
employment agreement in lieu of such agreement, then any unvested RSUs, shall
vest immediately upon the mutual agreement of the Company (or its successor) and
Mr. Rhian to continue the Rhian Employment Agreement or to enter into a new
employment agreement.
The 2010
Rhian Agreement can be terminated by the Company upon certain specified events
constituting Cause (as defined in the 2010 Rhian Agreement) without payment of
severance. If we terminate Mr. Rhian without Cause or if we do not
offer Mr. Rhian to enter into a written employment agreement with terms and
conditions no less favorable than substantially the same terms and conditions as
the 2010 Rhian Agreement upon such agreement's expiration, Mr. Rhian will
receive payment of base salary, payable on a bi-weekly basis, based on the then
applicable salary level, for a period of twelve (12) months. This
payment shall be made by the Company in consideration of Mr. Rhian's
non-competition, non-solicitation and non-disclosure obligations under the 2010
Rhian Agreement.
2
In the
event of Mr. Rhian's death during the term of the 2010 Rhian Agreement, Mr.
Rhian's estate or such other person as he designated is entitled to receive his
base salary, payable on a bi-weekly basis, for a period of one year from the
date of his death.
If Mr.
Rhian becomes disabled and is unable to perform his duties for a period of one
hundred eighty (180) consecutive days or an aggregate of more than one hundred
eighty (180) consecutive days in any 12 month period, we have the right to
terminate the 2010 Rhian Agreement after the expiration of such
period.
In
addition, under the 2010 Rhian Agreement, if after a Change in Control (i) the
Company (or its successor) terminates the 2010 Rhian Agreement without Cause or
Mr. Rhian terminates it under certain circumstances constituting constructive
termination enumerated in Section 9(c) of such agreement and (ii) if the Company
(or its successor) and Mr. Rhian do not agree to enter into a new employment
agreement in lieu of the 2010 Rhian Agreement, then Mr. Rhian is entitled to be
paid in a lump sum, an amount of cash equal to 2.99 times Mr. Rhian's "base
amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986,
as amended (the "Code").
The
foregoing description is not complete and is qualified in its entirety to the
Employment Agreement, attached as Exhibit 10.1 to this
Current Report on Form 8-K, and incorporated herein by this
reference.
Frederic Siegel Employment
Agreement
On
December 30, 2010, we entered into an employment agreement with Mr. Frederic
Siegel (the "2010
Siegel Agreement"), under which Mr. Siegel's employment will be continued
for a term of three years, commencing as of January 1, 2011. The 2010
Siegel Agreement supersedes the previously disclosed employment agreement
between Mr. Siegel and the Company, dated May 24, 2007, as amended, which
expired on December 31, 2010. Mr. Siegel will continue in his current
role as the Company's Executive Vice President.
The 2010
Siegel Agreement provides for the payment, on a bi-weekly basis, of the
following base salary amounts:
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$225,000
per annum, for the period beginning January, 2011 and ending December 31,
2011;
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$232,500
per annum, for the period beginning January, 2012 and ending December 31,
2012; and
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·
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$240,000
per annum, for the period beginning January, 2013 and ending December 31,
2013.
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3
Mr.
Siegel is also eligible to participate in an executive bonus pool, to be
established by the Company by June 30, 2011, on such terms and conditions as may
be determined by the Company’s
independent Compensation Committee in its
sole discretion. The 2010 Siegel Agreement also provides for a
monthly automobile stipend in the amount of $800.
The 2010
Siegel Agreement provides that Mr. Siegel will be granted 16,500 RSUs, subject
to the terms of the Plan and execution by Mr. Siegel of the applicable award
agreement under such plan, that vest as follows: 5,500 RSUs on December 31,
2011, 5,500 RSUs on December 31, 2012 and 5,500 RSUs on December 31,
2013. Vesting is dependent on Mr. Siegel's continued employment on
the vesting date, as provided under the 2010 Plan. In the event of a
Change in Control (as defined in the 2010 Siegel Agreement), if Mr. Siegel and
the Company, or its successor, agree to continue the 2010 Siegel Agreement, or
to enter into a new employment agreement in lieu of such agreement, then any
unvested RSUs, shall vest immediately upon the mutual agreement of the Company
(or its successor) and Mr. Siegel to continue the 2010 Siegel Agreement or to
enter into a new employment agreement.
The 2010
Siegel Agreement can be terminated by the Company upon certain specified events
constituting Cause (as defined in the 2010 Siegel Agreement) without payment of
severance. If we terminate Mr. Siegel without Cause or if we do not
offer Mr. Siegel to enter into a written employment agreement with terms and
conditions no less favorable than substantially the same terms and conditions as
the 2010 Siegel Agreement upon such agreement's expiration, Mr. Siegel will
receive payment of base salary, payable on a bi-weekly basis, based on the then
applicable salary level, for a period of twelve (12) months. This
payment shall be made by the Company in consideration of Mr. Siegel's
non-competition, non-solicitation and non-disclosure obligations under the 2010
Siegel Agreement.
In the
event of Mr. Siegel's death during the term of the 2010 Siegel Agreement, Mr.
Siegel's estate or such other person as he designated is entitled to receive his
base salary, payable on a bi-weekly basis, for a period of one year from the
date of his death.
If Mr.
Siegel becomes disabled and is unable to perform his duties for a period of one
hundred eighty (180) consecutive days or an aggregate of more than one hundred
eighty (180) consecutive days in any 12 month period, we have the right to
terminate the 2010 Siegel Agreement after the expiration of such
period.
In
addition, under the 2010 Siegel Agreement, if after a Change in Control (i) the
Company (or its successor) terminates the 2010 Siegel Agreement without Cause or
Mr. Siegel terminates it under circumstances constituting constructive
termination enumerated in Section 9(c) of such agreement and (ii) if the Company
(or its successor) and Mr. Siegel do not agree to enter into a new employment
agreement in lieu of the 2010 Siegel Agreement, then Mr. Siegel is entitled to
be paid in a lump sum, an amount of cash equal to 2.99 times Mr. Siegel's "base
amount" as defined in Section 280G(b)(3) of the Code.
The
foregoing description is not complete and is qualified in its entirety to the
Employment Agreement, attached as Exhibit 10.2 to this
Current Report on Form 8-K, and incorporated herein by this
reference.
4
Item
9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No.
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Exhibit Name
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10.1
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Employment
Agreement, dated as of December 30, 2010, between American Medical Alert
Corp. and Jack Rhian
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10.2
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Employment
Agreement, dated as of December 30, 2010, between American Medical Alert
Corp. and Frederic Siegel
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5
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date:
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January
6, 2011
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AMERICAN
MEDICAL ALERT CORP.
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By:
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/s/ Richard Rallo
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Name:
Richard Rallo
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Title:
Chief Financial Officer
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