Item 9B. OTHER INFORMATION
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Item 9B. OTHER INFORMATION
On November 6, 2019, the Board of Directors (the “Board”) of the Company announced that Dean Banks, a current independent director of the Company, was appointed to the position of President, effective as of the first date of his employment with the Company, which is anticipated on December 20, 2019 (the “Effective Date”). Mr. Banks will report to Noel White, the Company’s current President and Chief Executive Officer, who will relinquish his role as President as of the Effective Date. Mr. Banks will continue in his position as a director of the Company but will cease serving on any of the Board committees.
Mr. Banks, 46, is currently senior executive at X, an Alphabet Inc. company, where he leads the development of emerging technology products. He has been in that role since 2016, prior to which he was a managing partner and interim CEO at SEED Ventures since 2015. Previously, in 2014 he served as a consultant to Cleveland Clinic Innovations and as the CEO of Occelerator. Prior to those roles, at OrthoHelix (acquired by Tornier, Inc.) he was the SVP of Business Development and Strategic Marketing from 2011 to 2012 and, from 2012 to 2013 at Tornier, the Vice President of Product Excellence.
In connection with Mr. Banks’ appointment to the role of President, he entered into an offer letter and an employment agreement (collectively, the “Employment Agreement”) with the Company on November 6, 2019. The Employment Agreement provides for, among other things, an annual base salary of $1,150,000, with a sign-on bonus of $5,000,000, which Mr. Banks will be required to repay should he (i) voluntarily terminate his employment without “good reason” with the Company prior to the two-year anniversary of the Effective Date or (ii) not relocate and establish a permanent residence in the Springdale, Arkansas area prior to the 12-month anniversary of the Effective Date. Additionally, as of the Effective Date, Mr. Banks will be eligible to participate in the Company’s Annual Incentive Plan and Executive Savings Plan, as well as the Company’s long-term equity incentive program (“LTI Program”) under the Company’s 2000 Stock Incentive Plan. His 2020 Annual Incentive Plan payout opportunity will be equal to 150% of his base salary at the target level of performance, prorated based on the Effective Date. His 2020 LTI Program opportunity will be equal to $5,500,000 at the target level, prorated based on the Effective Date, with the dollar value of equity compensation being awarded in a mix of stock options, restricted stock with performance criteria and performance stock. The Employment Agreement also provides that upon termination by the Company (other than for “cause” or by reason of death or permanent disability) or if Mr. Banks resigns for “good reason”, the Company will pay Mr. Banks an amount equal to two years of his base salary and two times his target annual cash bonus, to be paid out over two years, plus continued medical coverage for up to 18 months. Additionally, Mr. Banks is entitled to personal use of Company-owned aircraft in a manner consistent with the Company’s policy governing aircraft use by executive officers. Current Company policy is to “gross up” for tax purposes any approved personal use of Company-owned aircraft. The Employment Agreement contains a non-competition restriction for a period of 24 months post termination and a 36 month post-termination non-solicitation restriction. Mr. Banks will also be eligible for the Executive Rewards Allowance ("ERA"), which will provide him with an annual cash allowance of $12,000, prorated based on the Effective Date. The ERA is taxable income to Mr. Banks and can be used for an array of items based on the needs of him and his family. Mr. Banks will also receive relocation benefits in accordance with Company policy. Furthermore, upon signing of the Employment Agreement, Mr. Banks received a one-time payment of $1,000 as additional consideration for signing an employment agreement with the Company.
The foregoing description is qualified by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.15 attached hereto and is incorporated by reference in its entirety into this Item 9B.
There are no arrangements or understandings between Mr. Banks and any other persons pursuant to which Mr. Banks was selected to be President of the Company. In addition, there are no transactions involving the Company and Mr. Banks that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
PART III
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