| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) Executive Officer Retirement. On August 19, 2020, Hologic, Inc. (the “Company”) announced that Peter J. Valenti, III, President of the Company’s Breast and Skeletal Health Division, will be retiring, effective December 31, 2020. From September 27, 2020 through his retirement on December 31, 2020, Mr. Valenti will not serve as President of the Company’s Breast and Skeletal Health division, but will remain with the Company in the role of Senior Advisor to the Chief Executive Officer to assist with transition to the new leadership structure.
(e) Executive Retirement Agreement. In connection with Mr. Valenti’s retirement, he and the Company entered into a Retirement and Separation Agreement (the “Retirement Agreement”), dated August 25, 2020. A summary of the material terms and conditions of the Retirement Agreement is set forth below. The below description of the Retirement Agreement does not purport to be complete and it is qualified in its entirety by reference to the Retirement Agreement, a copy of which is attached to this report as Exhibit 10.1 and is incorporated herein in its entirety by reference.
Under the terms of the Retirement Agreement, until December 31, 2020 (the “Retirement Date”), Mr. Valenti (i) will continue to receive his base salary; and (ii) will be entitled to continue to participate in any and all retirement, medical, dental, life insurance and other employee benefit plans in which he participated as of the date of the Retirement Agreement.
Following the Retirement Date and subject to Mr. Valenti executing and not revoking a general release of all claims in favor of the Company, Mr. Valenti will be entitled to receive the following benefits, which correspond to the severance benefits he otherwise would have been entitled to receive under his existing Severance Agreement dated May 26, 2014: (i) continued payment of his base salary for fifteen (15) months following the Retirement Date; and (ii) an additional cash payment equal to the average of his annual bonus paid for the prior three fiscal years, pro-rated for the time worked in fiscal 2021 through the Retirement Date, payable in a lump-sum. He will also be entitled to receive a cash payment in lieu of health benefit continuation for twelve (12) months following the Retirement Date, payable in a lump sum. Pursuant to the Retirement Agreement, Mr. Valenti’s outstanding equity awards will remain outstanding and continue to vest and be exercisable subject to and in accordance with their respective terms as if Mr. Valenti were “retirement eligible” under the existing terms of the applicable award agreements, except that the performance share units, to the extent earned, will not be subject to pro-ration. In addition, Mr. Valenti’s outstanding unvested balance under the Company’s Amended and Restated Deferred Compensation Program will vest in full on the Retirement Date. The Retirement Agreement provides that Mr. Valenti’s existing non-competition agreement will remain in full force and effect in accordance with its existing terms.
