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) September 30,
2008
ICU
Medical, Inc.
(Exact
name of registrant as specified in its charter)
DELAWARE
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0-19974
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33-0022692
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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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951
Calle Amanecer, San Clemente, California
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92673
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(Address
of principal executive offices)
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(Zip
Code)
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(949)
366-2183
Registrant's
telephone number, including area code
N/A
(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
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
5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e) On
September 30, 2008, ICU Medical, Inc. (the “Company”) entered into retention
agreements (the “Agreements”) with each of Richard A. Costello, Steven C. Riggs,
Scott E. Lamb and Alison Burcar (collectively, the “Officers”).
The
following summary of the material terms of the Agreements is qualified in its
entirety by the full terms and conditions of the Agreements, copies of which are
filed as exhibits hereto and are incorporated herein by reference.
In the
Agreements, the Company has agreed to provide severance payments, the vesting of
stock options and certain other benefits to each Officer if such Officer’s
employment is terminated by the Company (other than for “cause”, “disability” or
death) or by such Officer for “good reason” within 12 months after a “change in
control” of the Company, each as defined in the Agreements (a “triggering
event”). A termination of employment or the occurrence of any event
which constitutes good reason will also constitute a triggering event if the
termination or event occurs prior to a change in control and if the Officer can
reasonably demonstrate that such termination or event occurred in connection
with the change in control or was at the request of a third party who had taken
steps reasonably calculated to effect a change in control.
Upon a
triggering event, each Officer is entitled to receive from the Company either a
cash lump sum payment or 24 bi-monthly installments of the aggregate of (i) the
sum of the Officer’s annual base salary for the current year through the date of
termination and a pro-rated portion of the Officer’s on-target bonuses for the
current year, less the amount of any compensation (including bonuses) previously
paid for the current year, and (ii) the sum of the Officer’s annual base salary
as of the date immediately prior to the date of termination and the Officer’s
target bonuses for the current year. In addition, each Agreement
provides that, upon a triggering event:
·
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the
Company will continue to provide benefits to the Officer (other than
benefits under the executive bonus plan, the Company’s 401(k) Savings
Plan, the 2005 Long Term Retention Plan or the 2008 Performance-Based
Incentive Plan) and the Officer’s family at least equal to those which
would have been provided to them if the Officer’s employment had not been
terminated, in accordance with the applicable benefit plans in effect on
the applicable date or, if more favorable to the Officer, in effect at any
time thereafter with respect to other peer employees of the Company, for a
period of 12 months after the date of termination, unless the Officer
becomes re-employed with another employer and is eligible to receive
comparable benefits,
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·
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any
outstanding stock options granted to the Officer pursuant to the Company’s
stock incentive plan or stock option plan, and any outstanding stock
options granted to the Officer after the effective date of the Agreement
and prior to a change in control, will immediately vest upon the date of
termination,
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·
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the
Company will pay or provide to the Officer any other amounts or benefits
required to be paid or provided or which the Officer is eligible to
receive following termination under any plan, program, policy, practice,
contract or agreement of the Company,
and
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·
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the
Company will pay commercially reasonable fees not to exceed $10,000 for
the services of one executive outplacement firm provided to the
Officer.
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Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Retention
Agreement with Richard A. Costello.
10.2 Retention
Agreement with Steven C. Riggs.
10.3 Retention
Agreement with Scott E. Lamb.
10.4 Retention
Agreement with Alison Burcar.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ICU
Medical, Inc.
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Date:
October 1, 2008
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/s/ Scott E.
Lamb
Scott
E. Lamb
Secretary,
Treasurer and Chief Financial
Officer
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EXHIBIT
INDEX
Exhibit
Number Name of
Exhibit
10.1 Retention
Agreement with Richard A. Costello.
10.2 Retention
Agreement with Steven C. Riggs.
10.3 Retention
Agreement with Scott E. Lamb.
10.4 Retention
Agreement with Alison Burcar.