This excerpt taken from the KCI 8-K filed Jul 19, 2007.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 17, 2007, Kinetic Concepts, Inc. (the "Company") executed an offer letter with Linwood A. Staub, age forty-five, appointing him as President, Global VAC of the Company. Since 1985, Mr. Staub has held a number of roles with the Ethicon Division of Johnson & Johnson. Prior to joining the Company, Mr. Staub was the Vice President of U.S. Sales and Marketing, where he led the sales and marketing operations for Johnson & Johnson's global wound management business.
According to the terms of the offer letter, Mr. Staub is entitled to a base salary of $350,000 on an annualized basis, and will be eligible for an incentive bonus with a target amount equivalent to 55% of his annual base salary as part of the Company's annual incentive bonus program. Mr. Staub will also receive a sign-on cash bonus of $100,000. Additionally, Mr. Staub will receive new hire stock options and restricted stock grants which will have a Black-Scholes value of approximately $1.35 million, split 60% in stock options and 40% in restricted shares.
If Mr. Staub is terminated from his position for any reason other than "Cause" (as defined), or he terminates for "Good Reason" (as defined), he will be entitled to a lump sum severance payment equal to one year of his then-prevailing base salary and his target bonus. In addition, if a "Change in Control" (as defined) occurs during his tenure as President, Global VAC, and, within 24 months following the Change in Control, he is terminated from his position for any reason other than Cause or he terminates for Good Reason, he will be entitled to a lump sum severance payment equal to two times the sum of the his then-prevailing annual base salary plus annual target bonus.
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 hereunto duly authorized.