Express Scripts 8-K 2014
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 24, 2014
EXPRESS SCRIPTS HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)
Registrants telephone number including area code: 314-996-0900
No change since last report
(Former Name or 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):
On March 24, 2014, Express Scripts Holding Company (the Company) entered into indemnification agreements with each of its executive officers. The terms of the form of indemnification agreement were described in Item 1.01 of the Companys current report on Form 8-K filed on March 5, 2014, which description is hereby incorporated by reference herein. The form of indemnification agreement is listed as Exhibit 10.1 hereto.
Executive Employment Agreements
On March 24, 2014, the Company entered into new Executive Employment Agreements with several executive officers, including Keith J. Ebling, Executive Vice President and General Counsel; Edward B. Ignaczak, Executive Vice President, Sales and Marketing; and Cathy R. Smith, Executive Vice President and Chief Financial Officer. Each of these agreements is effective as of February 1, 2014 and supersedes any of the executives previously existing employment agreements.
All of the agreements are substantially identical and contain the following general terms:
The initial base salaries and bonus targets of Mr. Ebling, Mr. Ignaczak and Ms. Smith are as follows:
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the form of executive employment agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
Retention Agreement with Edward B. Ignaczak
On March 24, 2014, the Company also entered into a Retention Agreement with Mr. Ignaczak, who had previously notified the Company of his intent to retire, to incentivize Mr. Ignaczak to remain employed for the period covered by the agreement. The agreement runs through the later of (i) December 31, 2014 or (ii) the end of a 30-day period set forth in the agreement for a notice of termination that may be provided by either the Company or Mr. Ignaczak prior to December 31, 2014, unless earlier terminated by the Company or unless extended by mutual consent of the parties. The agreement provides for the following benefits:
Mr. Ignaczak waives all rights and benefits he may otherwise have pursuant to his executive employment agreement upon his resignation for any reason (including for good reason) while the retention agreement is effective. Similarly, no additional payments or benefits, other than those listed above, are paid to Mr. Ignaczak upon termination of his employment during such period by the Company, and such termination is treated as a termination of employment by Mr. Ignaczak without good reason for the purposes of any agreements, plans or policies of the Company (including for long-term incentive equity awards). Such waiver of rights and benefits upon termination of his employment by the Company is inapplicable if the termination occurs following a change in control of the Company.
Payments under the retention agreement are contingent upon Mr. Ignaczak signing a release and his compliance with the restrictive covenants contained in his executive employment agreement as described above, and are subject to deferred payout to avoid adverse tax consequences.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the form of retention agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference herein.
(d) The following Exhibits are furnished as part of this report on Form 8-K:
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.