Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c) On January 24, 2020, Venus Concept, Inc. (the "Company") executed an
employment agreement with Chad A. Zaring, 45, pursuant to which Mr. Zaring will
be employed as its Chief Commercial Officer, effective February 10, 2020.
Prior to joining the Company, from July 2019, Mr. Zaring served as the Chief
Commercial Officer at Titan Medical Inc., a publicly traded medical device
company focused on the design, development and commercialization of a robotic
surgical system for application in minimally invasive surgery. From September
2017 to July 2019, he was Vice President of Robotics, Imaging and Navigation at
Medtronic. Prior to Medtronic, he was with Mazor Robotics from May 2015 through
the initiation of a Global Distribution Agreement in September 2017 that led to
its subsequent acquisition by Medtronic. As Vice President, National Accounts
and later Vice President, U.S. Sales with Mazor Robotics, he developed the
capital sales teams, established new sales channels and consistently exceeded
sales goals. Earlier in his career, from October 2004 to April 2015, Mr. Zaring
held positions of increasing responsibility at Intuitive Surgical, including
Regional Vice President, and was a member of the leadership team that executed
early and mid-stage adoption of their robotic surgery system across multiple
surgical disciplines.
Mr. Zaring began his career at Merrill Lynch in 1999 as a financial sales
consultant. He later held sales positions at Merck and Co. and at Ethicon
Endo-Surgery, a Johnson & Johnson company. He holds a Bachelor of Arts degree in
biology from Juniata College, Huntingdon, PA.
Pursuant to the employment agreement, Mr. Zaring will receive an annual base
salary of $300,000, subject to periodic review and increase in the Company's
discretion, and will be eligible to receive a performance commission with a
target of 75% of his base salary based on achievement by Mr. Zaring of certain
revenue targets. Mr. Zaring will also receive a sign-on bonus of $50,000, and is
eligible for an annual discretionary bonus of 25% of his base salary based on
achievement of personal and Company performance goals. Mr. Zaring will receive a
grant of 300,000 stock options upon his commencement of employment with the
Company, which will vest over a four year period contingent upon his continued
employment. Mr. Zaring will receive a telephone allowance of $200 per month.
Mr. Zaring will also be subject to certain customary agreements and covenants
relating to confidentiality and non-solicitation of employees and contractors.
Other than during a Change in Control Period, if Mr. Zaring's employment is
involuntarily terminated by the Company other than for Cause, he will receive
severance of 12 months base salary, his target annual bonus, pro-rata, and
continuation in group benefit plans for three months. A Change in Control Period
begins three months prior to a Change in Control and ends 12 months following
the Change in Control, and Change in Control has the meaning set forth in the
Company's 2019 Incentive Award Plan. If during a Change in Control Period,
Mr. Zaring's employment is involuntarily terminated by the Company other than
for Cause, or Mr. Zaring terminates his employment for "Good Reason", as defined
in the employment agreement, he will receive severance of 12 months base salary
and continuation in group benefit plans for nine months. Mr. Zaring's receipt of
severance is subject to his execution and delivery of a general release of
claims in a form acceptable to the Company.
The foregoing summary of certain terms of the employment agreement is qualified
in its entirety by the terms of the definitive copy thereof, which is filed as
an exhibit to this Form 8-K as Exhibit 10.1.
Mr. Zaring has no familial relationships with any executive officer or director
of the Company. There are no related party transactions involving Mr. Zaring
that are reportable under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following document is furnished herewith as an exhibit to this report.
Exhibit
No. Description
10.1 Employment Agreement, dated January 24, 2020, by and between Chad A.
Zaring and the Company.
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