EXPLANATORY NOTE
This Form 8-K/A is being filed to update the disclosure under Item 5.02 of our Current Report on Form 8-K of ResMed Inc. filed with the Securities and Exchange Commission on August 27, 2021 (the “Original Filing”), to add information regarding separation arrangements that were not determined or available at the time of the Original Filing.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As reported in the Original Filing, on August 24, 2021, we determined that, effective August 25, Rajwant (“Raj”) Sodhi would cease serving as our president – Software-as-a-Service business. He ceased full-time employment with us on September 1, 2021. The termination was without cause.
On September 29, 2021, after discussions with Mr. Sodhi, we agreed to provide the following separation payments to Mr. Sodhi: (i) $603,500, representing twelve months of base pay; (ii) $80,647, representing a pro rata portion (for the two months of fiscal year 2022 he was employed) of his short-term incentive opportunity, at target, for fiscal year 2022; and (iii) $19,544, representing the cost to extend group health benefits for 12 months, under the Consolidated Omnibus Budget Reconciliation Act (COBRA). In addition, we have entered into a consulting agreement, effective from September 2, 2021 through November 20, 2022, under which Mr. Sodhi will advise our chief executive officer on technology and strategic opportunities. In connection with the consulting agreement, Mr. Sodhi will be eligible for continued vesting, through November 20, 2022 of outstanding equity awards in accordance with the terms of the ResMed 2009 Incentive Award Plan, as amended and restated in 2017. Mr. Sodhi has also agreed to non-disclosure of confidential information, a covenant not to compete, and a general release of ResMed.
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