TMCnet News
CAPELLA HEALTHCARE, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 15, 2014, Capella Healthcare, Inc. (the "Company") entered into that certain Amendment No. 2 to Senior Management Agreement (the "Amendment"), by and among Capella Holdings, Inc. ("Holdings"), the Company, Daniel S. Slipkovich ("Executive") and GTCR Fund VIII, L.P. The Amendment amends that certain Senior Management Agreement, dated as of May 4, 2005, previously amended as of May 12, 2006 (the "Senior Management Agreement"), by and among Holdings, the Company, Executive and GTCR Fund VIII, L.P. The Amendment amends the Senior Management Agreement to provide that, among other things: • effective March 1, 2014, Executive serves as the Executive Chairman and Founder of Holdings; • if Executive's employment is terminated for any reason other than for Cause (as defined in the Senior Management Agreement), Executive has the right to require Holdings to repurchase up to 6,347,275 shares of Holdings common stock, par value $0.01 per share, then held by Executive at Fair Market Value (as defined in the Senior Management Agreement); • Executive's annual base salary, effective March 2, 2014, is $450,000 (or such higher amount that the Board of Directors may determine from time to time), with the potential to receive an annual bonus of up to 75% of Executive's annual base salary subject to the achievement of financial, quality and service-related goals and objectives for Holdings, the Company and the other subsidiaries of Holdings as established by the Board of Directors or the Compensation Committee; and • the severance period following Executive's termination by the Company without Cause or as a result of Executive's Disability (as defined in the Senior Management Agreement) or resignation for Good Reason (as defined in the Senior Management Agreement) is 18 months. The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014. -------------------------------------------------------------------------------- |