Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously reported, Robert D. Mitchell, President of Endologix, Inc. (the “Company”), notified the Board of Directors of the Company that he will retire from the Company effective December 31, 2017. On December 15, 2017, in connection with Mr. Mitchell’s retirement from the Company, the Company entered into a Severance Agreement and General Release with Mr. Mitchell (the “Severance Agreement”). The Severance Agreement provides that Mr. Mitchell is entitled to receive: (a) severance compensation equal to six months of Mr. Mitchell’s base salary; (b) payment of the earned amount of Mr. Mitchell’s target bonus for the 2017 calendar year; (c) payment of Mr. Mitchell’s accrued vacation time; and (d) continued health insurance coverage through June 30, 2018. Pursuant to the terms of the Severance Agreement, the Company also entered into an Agreement for Independent Contractor Services (the “Consulting Agreement”) with Mr. Mitchell, whereby Mr. Mitchell will consult for, advise the Company on, and/or perform services relating to, the Company’s clinical trials and related matters during the period from January 1, 2018 through December 31, 2018. During the term of the Consulting Agreement, Mr. Mitchell’s outstanding time- and performance-based equity awards shall continue to vest in accordance with their respective terms and with the terms and conditions of the Consulting Agreement, including but not limited to Mr. Mitchell’s continued compliance with certain restrictive covenants set forth therein. In addition, on December 15, 2017, the Company entered into a Second Amendment (the “Second Amendment”) to Mr. Mitchell’s Restricted Stock Award Agreement dated December 10, 2010, for the purpose of amending the performance-based vesting provisions applicable to certain shares subject thereto.
The foregoing summaries of the Severance Agreement, the Consulting Agreement and the Second Amendment do not purport to be complete and are qualified in their entirety by reference to the full texts of the Severance Agreement, the Consulting Agreement and the Second Amendment, copies of which will be filed as exhibits to the Company’s next periodic report filed with the Securities and Exchange Commission.