-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IlvIU4PpWbWW1Ix7kxRSdLnlcYz8KZqSd9oMM9cuBDlDbvyCQT1hz0N5N8AAz3rZ 6Cr7shw2goAVInYRONUAmA== 0001104659-10-057425.txt : 20101110 0001104659-10-057425.hdr.sgml : 20101110 20101110073011 ACCESSION NUMBER: 0001104659-10-057425 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101104 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20101110 DATE AS OF CHANGE: 20101110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDIONET INC CENTRAL INDEX KEY: 0001113784 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 330604557 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33993 FILM NUMBER: 101178223 BUSINESS ADDRESS: STREET 1: 1010 SECOND AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92101 BUSINESS PHONE: (619) 243-7500 MAIL ADDRESS: STREET 1: 1010 SECOND AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92101 8-K 1 a10-20974_18k.htm 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): November 4, 2010

 

CardioNet, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33993

 

33-0604557

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

227 Washington Street #300
Conshohocken, PA

 

 

19428

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (610) 729-7000

 

Not Applicable
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 4, 2010, CardioNet, Inc. (the “Company”) and John Imperato, the Company’s Senior Vice President, Business Operations, agreed that Mr. Imperato would leave the Company, effective November 4, 2010.  Mr. Imperato’s departure constituted a termination without “cause” under the employment agreement, dated November 14, 2008, between the Company and Mr. Imperato.

 

Under his employment agreement, Mr. Imperato is entitled to receive a severance payment of $514,176, to be paid in twelve (12) monthly installments of $42,848 each, that consists of the following:  (i) an amount equal to $321,360, which represents one times (1.0x) Mr. Imperato’s base salary, plus (ii) an amount equal to $192,816, which represents one times (1.0x) his on-target annual performance incentive bonus (or sixty (60%) of his base salary).  These payments are subject to applicable tax withholdings.  The payment of these amounts is subject to Mr. Imperato’s execution and non-revocation of a Release and Waiver of Claims.

 

Mr. Imperato will also be eligible for continued participation in our medical, dental and vision plans for a period ending on the earlier of: (i) November 3, 2011, or (ii) the date on which Mr. Imperato becomes eligible to enroll in any similar plan offered by another employer, at the same premium rates and cost sharing as may be charged from time to time for our employees generally, as if Mr. Imperato had continued to be employed by the Company during such period.  Mr. Imperato will bear any tax consequences of this arrangement.  Mr. Imperato will remain subject to the Company’s Proprietary Information and Inventions Agreement, and remains subject to restrictions on disclosure of confidential information of the Company.  In addition, Mr. Imperato will be subject to a covenant not to compete with the Company during the twelve-month period in which his severance payments are made.

 

The foregoing description of certain terms of Mr. Imperato’s employment agreement is qualified in its entirety by reference to the employment agreement which was attached as Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2009.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

CardioNet, Inc.

 

 

 

 

 

 

November 10, 2010

By:

/s/ Heather Getz

 

 

 

 

 

Name:

Heather Getz, CPA

 

 

Title:

Chief Financial Officer

 

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