Item 1.02 Termination of a Material Definitive Agreement.
The disclosure contained in Item 5.02 of this Current Report on Form 8-K
pertaining to Messrs. De Bock and Capitel's Employment Agreements, dated January
12, 2019 and January 23, 2018, respectively, with Inovalon Holdings, Inc. (the
"Company"), is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Peter De Bock
On October 4, 2021, Peter De Bock's employment as the Company's Chief
Administrative Officer ended. Mr. De Bock's duties and responsibilities are
being transitioned to existing members of management across the Company. As a
result of Mr. De Bock no longer being employed by the Company, the
employment-related provisions of his Employment Agreement, dated January 12,
2019, with the Company will be deemed terminated as of October 4, 2021. Mr. De
Bock's Employment Agreement provides for the principal terms and conditions of
his employment with the Company, including base salary, an indication of
eligibility for an annual bonus opportunity, participation in the Company's
employee benefit plans as may be in effect from time to time, paid time off, and
reimbursement of reasonable business expenses.
Pursuant to Mr. De Bock's Employment Agreement, in connection with his
departure, Mr. De Bock will receive a severance payment in the amount of
$72,958.33, less applicable taxes and withholding and payable in accordance with
the Company's payroll practices, subject to his execution of the Company's
standard form of separation and release agreement. In addition, pursuant to an
earlier election made available to all holders of unvested equity awards in
connection with the Company's proposed go-private transaction previously
announced on August 19, 2021 (the "Merger"), Mr. De Bock will receive up to
$1,560,722.40 in cash value, less applicable taxes and withholding and payable
in accordance with the Company's payroll practices, reflecting a certain portion
of his unvested equity awards held at the time of separation less any severance
already received only upon the successful closing of the Merger.
Jason B. Capitel
On October 4, 2021, Jason B. Capitel's employment as the Company's Chief
Commercial Officer ended. Mr. Capitel's duties and responsibilities are being
transitioned to existing members of management across the Company. As result of
Mr. Capitel no longer being employed by the Company, the employment-related
provisions of his Employment Agreement, dated January 23, 2018, with the Company
will be deemed terminated as of October 4, 2021. Mr. Capitel's Employment
Agreement provides for the principal terms and conditions of his employment with
the Company, including base salary, an indication of eligibility for an annual
bonus opportunity, participation in the Company's employee benefit plans as may
be in effect from time to time, paid time off, and reimbursement of reasonable
business expenses.
Pursuant to Mr. Capitel's Employment Agreement, in connection with his
departure, Mr. Capitel will receive a severance payment in the amount of
$112,500.00, less applicable taxes and withholding and payable in accordance
with the Company's payroll practices, subject to his execution of the Company's
standard form of separation and release agreement. In addition, pursuant to an
earlier election made available to all holders of unvested equity awards in
connection with the Company's proposed Merger, Mr. Capitel will receive up to
$6,660,905.10 in cash value, less applicable taxes and withholding and payable
in accordance with the Company's payroll practices, reflecting a certain portion
of his unvested equity awards held at the time of separation less any severance
already received only upon the successful closing of the Merger.
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