0001104659-17-020384.txt : 20170330 0001104659-17-020384.hdr.sgml : 20170330 20170330162213 ACCESSION NUMBER: 0001104659-17-020384 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20170330 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170330 DATE AS OF CHANGE: 20170330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IRADIMED CORP CENTRAL INDEX KEY: 0001325618 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 731408526 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36534 FILM NUMBER: 17726002 BUSINESS ADDRESS: STREET 1: 1025 WILLA SPRINGS DR. CITY: WINTER SPRINGS STATE: FL ZIP: 32708 BUSINESS PHONE: 4076778022 MAIL ADDRESS: STREET 1: 1025 WILLA SPRINGS DR. CITY: WINTER SPRINGS STATE: FL ZIP: 32708 8-K 1 a17-10184_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 30, 2017

 

IRADIMED CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-36534

 

73-1408526

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

1025 Willa Springs Dr., Winter Springs, FL

 

32708

(Address of Principal Executive Offices)

 

(Zip Code)

 

(407) 677-8022

(Registrant’s Telephone Number, Including Area Code)

 

 

(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 (see General Instruction A.2. below):

 

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.

 

Appointment of Chief Operating Officer

 

On March 30, 2017, IRADIMED CORPORATION (the “Company”) issued a press release announcing the appointment of John McCreery as Chief Operating Officer of the Company. The date on which Mr. McCreery shall commence work (his “Hire Date”) has not yet been determined but will occur during April 2017. Upon starting with the Company, Mr. McCreery will have primary responsibility over the regulatory, manufacturing and engineering departments of the Company. Mr. McCreery, 62, is currently a tenured professor in operations and innovation at North Carolina State University’s College of Management. At NC State, he works with a wide variety of organizations in operational excellence, innovation management, and leadership development initiatives. He has also served as Director of a cross-continent US-Europe-China graduate program in global innovation management. Prior to joining NC State, Mr. McCreery held roles in engineering, manufacturing, IT systems consulting, and company leadership, including Chief Operating Officer at Invivo Research. He received his undergraduate degree in Biomedical Engineering, with Honors, from Case Western Reserve University, an MBA from the University of Michigan, and a Ph.D. in operations management from Ohio State University.

 

There is no arrangement or understanding between Mr. McCreery and any other person pursuant to which he was selected as an officer of the Company. Additionally, there is no family relationship between any director or executive officer of the Company and Mr. McCreery.

 

The Company has entered into an employment agreement with Mr. McCreery, dated as of March 28, 2017, in connection with Mr. McCreery’s appointment as Chief Operating Officer. Pursuant to his employment agreement, Mr. McCreery’s salary will be $200,000 per year and he is eligible for an annual bonus of 30% of his salary, which amount may be adjusted based on the overall profitability of the Company and his individual performance. Upon his Hire Date, Mr. McCreery will receive a grant of Restricted Stock Units totaling $550,000 in value using the Company’s closing stock price on the day preceding his Hire Date. Mr. McCreery’s restricted stock units will be in accordance with the terms of the Company’s 2014 Equity Incentive Plan and will vest in four equal annual installments. Upon vesting, Mr. McCreery will receive a number of shares of common stock equal to the number of restricted stock units that have vested.  The employment agreement continues until terminated by us or by Mr. McCreery in accordance with the terms of the agreement. If Mr. McCreery is terminated by us without cause or he terminates his employment with us for good reason, each as defined under the agreement, we must pay him an amount equal to six months base salary. In the event that we are involved in a change of control transaction, which generally means the transfer of ownership of more than 50% of our shares, and Mr. McCreery terminates his employment with us for good reason, we must pay him an amount equal to his then current annual salary but no less than $200,000. The agreement also contains non-solicitation, non-compete and confidentiality provisions.

 

This summary description is qualified in its entirety by reference to the employment agreement between the Company and Mr. McCreery, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The full text of the press release announcing Mr. McCreery’s appointment is included in Exhibit 99.1 to this report.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

10.1    Employment Agreement, dated as of March 28, 2017 by and between Iradimed Corporation and John McCreery

 

99.1    Press release dated March 30, 2017

 

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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.

 

 

 

IRADIMED CORPORATION

 

 

 

Date: March 30, 2017

 

 

 

By:

/s/Chris Scott

 

Name:

Chris Scott

 

Title:

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Document

10.1

 

Employment Agreement, dated as of March 28, 2017 by and between Iradimed Corporation and John McCreery

 

 

 

99.1

 

Press release dated March 30, 2017

 

4


EX-10.1 2 a17-10184_1ex10d1.htm EX-10.1

Exhibit 10.1

CONFIDENTIAL

 

EMPLOYMENT AGREEMENT

 

This agreement is made on the 28th day of March, 2017 between Iradimed Corporation, a Delaware corporation, having offices at 1025 Willa Springs Dr., Winter Springs, Florida (“Iradimed” or “Company”), and John K. McCreery (“Executive”).

 

WITNESSETH:

 

WHEREAS, Iradimed desires to employ Executive upon the terms and conditions hereinafter stated, and;

 

WHEREAS, Executive wishes to be employed by Iradimed on the terms and conditions contained in this Agreement.

 

NOW, THEREFORE, in consideration of the facts, mutual promises and covenants contained herein and intending to be legally bound thereby, Iradimed and Executive agree as follows:

 

1.              Employment.  Iradimed shall employ Executive, and Executive hereby accepts employment by Iradimed, for the period and upon the terms and conditions contained in this Agreement, beginning in April 2017, with the exact day of April 2017 (Hire Date) to be determined during April 2017.

 

2.              Title and Duties.  Executive is being hired to serve Iradimed as Chief Operating Officer (COO).  Executive will report to the President and shall have such authority and responsibilities as delegated or assigned from time to time by the President.  Executive will have primary and overall responsibility over operational departments of Iradimed including the manufacturing, regulatory, materials, facility, and engineering departments.  Executive shall apply his extensive knowledge in operations management, engineering, and computer science, while meeting production, regulatory, revenue and profit goals.

 

3.              Term.  This Agreement shall commence as of the date hereof and shall continue until terminated in accordance with Sections 7 and 8 below.

 

4.              Policies.  Except as provided herein, Executive shall be covered by and agrees to comply with all Iradimed policies on the same terms as are applicable to other full-time executives.

 

5.              Extent of Services.  Executive shall devote his entire business and professional time and attention to the business of Iradimed.  Executive shall assume and perform his duties faithfully and with due diligence.  Executive shall not engage in any other

 

McCreery Employment Agreement

 

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occupation or business activity for the duration of this Agreement without the prior written consent of Iradimed, which consent shall be given or withheld at Iradimed’s sole discretion.

 

6.              Compensation.

 

(a)              Base Salary.  The Company shall pay Executive a minimum annual salary of two hundred thousand dollars ($200,000), or in the event of any portion of a year, a pro rata amount of such annual salary.  Executive’s salary will be payable as earned in accordance with the Company’s customary payroll practice.  Executive shall also be entitled to a merit increase based on his base salary and subsequent to performance review, on his anniversary date beginning December 30, 2018 and each year thereafter while Executive is employed by the Company.

 

(b)              Annual Bonus.  Beginning the fiscal year ending December 31, 2017, Executive will be eligible to receive cash bonus compensation based upon attaining specific goals as assigned by the President and overall profitability of the Company and with consideration of any special situations which the Executive may have demonstrated exemplary performance materially resulting in benefit to the Company, and the like.  Annual Bonus potential shall be 30% of the Executive’s then prevailing annual base salary.

 

(c)               Equity Compensation.  The Company shall provide Executive with a restricted stock unit award (RSU) that will be subject to the terms and conditions of the Iradimed Restricted Stock Unit Agreement executed by Executive and Company.  The initial restricted stock unit grant will be awarded on the Hire Date having a value of $550,000 with the number of shares needed to attain such amount determined by the price of Iradimed publicly traded stock at the market close the day preceding the day of grant.  Future equity compensation shall be periodically awarded at the Board of Directors discretion and per demonstrated merit.

 

(d)              Signing Bonus.  Executive shall be awarded a ‘signing’ bonus of $30,000 during the thirty days following having executed this agreement, and upon the finalization of the Hire Date of paragraph one, and having reported for full time on site work.  Should Executive depart employment, for any reason other than Termination Without Cause, during the first year, a pro-rata amount of the Signing Bonus shall be returned to Iradimed.

 

(e)               Moving Expense Allowance.  As Executive shall relocate from North Carolina, Iradimed shall re-reimburse Executive for cost of transporting household and personal belongings, up to six Thousand dollars ($6,000).

 

(f)                Benefits.  Executive will be eligible to participate in Iradimed employee benefit plans that apply to all executive employees generally, including without limitation, deferred compensation, health and dental insurance programs, 401(k) plan, and fifteen (15) days of annual paid personal leave (vacation).

 

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7.              Termination By Iradimed.

 

(a)              Termination For Cause.  Iradimed may terminate Executive’s employment hereunder for “Cause” upon:  (a) any material breach of this Agreement; (b) any gross negligence or willful misconduct by Executive in the performance of his duties as an Iradimed employee; (c) Executive’s commission of a felony under the laws of the United States or any state thereof; (d) Executive’s commission or participation in any act of fraud, embezzlement or dishonesty; (e) Executive’s willful breach of an Iradimed policy; or (f) Executive’s inability to effectively perform his duties as COO.  Executive shall not be terminated under subparagraphs (a), (e) or (f) herein, unless he has received written notice of such breach from the Company’s President, has had an opportunity to respond to the notice, and has failed substantially, where possible, to cure such breach within thirty (30) calendar days of such notice.

 

(b)              Termination, Without Cause.  In the event Iradimed terminates Executive’s employment hereunder for any reason other than Cause, such termination shall be deemed “Without Cause.”

 

8.              Termination By Executive.

 

(a)              Termination for Good Reason.  Executive may terminate his employment hereunder by tendering his resignation to Iradimed. Unless otherwise consented to in writing by Executive, a resignation by Executive shall be for “Good Reason,” where such resignation is tendered within sixty (60) days following: (a) a reduction in Executive’s minimum salary; (b) a significant diminution of Executive’s authority; or (c) the relocation of Executive’s place of employment outside of a fifty (50) mile radius from its present location.  For purposes of this Agreement, significant diminution of authority is recognized as notification to Executive of a change in status, position, responsibilities, or any adverse change to compensation which is not broadly applied to management in the Company, which, in Executive’s reasonable judgment, represents a material adverse change from his status, position or responsibility.  Prior to accepting Executive’s resignation for any of the reasons set forth in this paragraph, the Company shall have an opportunity to rectify the matter that gave rise to Executive’s resignation. If the matter is not rectified within fifteen (15) days, Executive’s resignation shall be deemed accepted by the Company.

 

(b)              Resignation in connection with a Control Transaction.  A resignation of Executive shall also be for “Good Reason” where such resignation is tendered within sixty (60) days following any of the events listed below and such event occurs within twelve (12) months following a Control Transaction as defined in Section 8(c):

 

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(i)                                     an assignment to Executive of any duties inconsistent with, or a significant change in the nature or scope of Executive’s authority or duties from, those held by Executive immediately prior to the Control Transaction;

 

(ii)                                  a reduction in Executive’s annual salary or bonus program in effect immediately prior to the Control Transaction;

 

(iii)                               the relocation of Executive’s place of employment outside of a fifty (50) mile radius from its present location;

 

(iv)                              the failure to provide Executive with a number of paid personal leave days at least equal to the number of paid personal leave days to which he was entitled in the last full calendar year prior to the Control Transaction;

 

(v)                                 the failure to provide Executive with substantially the same fringe benefits that were provided to Executive immediately prior to the Control Transaction, or with a package of fringe benefits that, though one or more of such benefits may vary from those in effect immediately prior to the Control Transaction, is, in Executive’s opinion, substantially at least as beneficial to Executive in all material respects to such fringe benefits taken as a whole.

 

(c)               Control Transaction.  In this Agreement, a “Control Transaction” means a change in control of the Company defined as a transfer of ownership of more than 50% of the outstanding shares of the Company’s stock.  However, whereas the Company’s Chairman and CEO controls more than 50% directly and through various Susi Dynasty Trusts, any title changes that result from financial and/or estate planning by and between the Chairman/CEO and such trusts will not be considered as Control Transaction(s) leading to a change of control.

 

9.              Disability.  If, during the term of this Agreement, Executive becomes disabled such that he is not able to effectively discharge his duties under this Agreement, with or without reasonable accommodation, for a period of six (6) continuous months, Iradimed’s obligations under this Agreement shall cease, except that Executive may participate in any Iradimed-provided group disability benefits in accordance with the terms of those plans.

 

4



 

10.       Consequences of Termination.

 

(a)              Termination Compensation

 

(i)                                     In the event that Iradimed terminates Executive’s employment hereunder Without Cause or Executive resigns from Iradimed with Good Reason, then Iradimed shall pay to Executive the full amount of any earned but unpaid Base Salary through the date of termination, his accrued and unused vacation leave as of the last day worked, his approved business expenses, the full amount of any unpaid cash bonus awarded for any fiscal years prior to the date of termination and an amount equal to six (6) months Base Salary.  Such payment shall be made within fifteen (15) days of the effective date of such termination.

 

(ii)                                  In the event that Iradimed terminates Executive’s employment hereunder for Cause or Executive resigns without Good Reason, Iradimed shall pay Executive his earned and unpaid Base Salary and his accrued and unused vacation leave as of the last day worked, and approved business expenses and Iradimed shall have no obligation to make any further payments to or to provide any further benefits hereunder to Executive. Such payment shall be made within fifteen (15) days of the effective date of resignation or termination.

 

(b)              Change of Control Compensation:  Should a Change of Control event as in 8(c) above occur resulting in Executive resigning for reasons as per 8(b) above, Iradimed shall pay Executive the full amount of any earned but unpaid Base Salary through the date of termination, his accrued but unused vacation leave as of the last day worked, his approved business expenses, the full amount of any unpaid cash bonus awarded for any fiscal years prior to the resignation plus an amount equal to his then current annual salary, but in no case less than $200,000.

 

11.       Noncompetition/Nonsolicitation/ConfidentialityExecutive agrees to execute a Covenant Not to Compete and Confidentiality Agreement simultaneously with the execution of this Agreement.

 

12.       Ownership of Developments.  All information, data, ideas, customer lists or other material which Executive develops or conceives during his employment, (1) which are along the lines of business, work or investigations of the Company, or (2) which result from or are suggested by any work performed by Executive on behalf of the Company, shall be the exclusive property of the Company, shall be promptly disclosed to the Company, and Executive will promptly execute and deliver all documents and do all other things necessary and proper to make all such information, data, ideas, customer lists or other material the absolute property of the Company. Executive agrees to assist the Company in every proper way to obtain for the Company’s benefit copyrights, patents, or other appropriate legal protection for

 

5



 

information, data, ideas, customer lists or other material that become the exclusive property of the Company.

 

13.       Notices.  Any notice required or desired to be given under this Agreement shall be deemed given if in writing and sent by certified mail to the addresses set forth below.  Notice shall be deemed given immediately if delivered in person or within three (3) days after mailing by certified mail to the following addresses:

 

 

 

John K McCreery

Roger Susi, President

1025 Willa Springs Blvd.

Iradimed Corporation

Winter Springs, FL 32708

1025 Willa Springs Blvd.

 

Winter Springs, FL 32708

 

Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this paragraph for the giving of notice.

 

14.       Assignment.  Executive acknowledges that his services are unique and personal and that he therefore may not assign his rights or delegate his duties under this Agreement.  This Agreement shall inure to the benefit of and be binding on Iradimed, its successors and assigns, including, without limitation, any entity which is or may become affiliated with or related to Iradimed.

 

15.       Waiver.  Failure to insist upon strict compliance with any term or condition of this Agreement shall not be deemed a waiver of such term or condition.  The waiver of a breach of any term or condition of this Agreement by any party shall not be deemed to constitute the waiver of any other breach of the same or any other term of condition.

 

16.       Entire Agreement.  This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations, or warranties relating to the subject matter of this Agreement that are not set forth herein. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto.  Section headings are for convenience only, and are neither a part of this Agreement nor a limitation of the scope of the particular sections to which they refer.

 

17.       Governing Law.  This Agreement shall be construed in accordance with the laws of the State of Florida.

 

18.       Severability.  The provisions of this Agreement are severable, and if any provision(s) or any part of any provision(s) is held to be illegal, void or invalid under applicable law, such provision(s) may be changed to the extent reasonably necessary to make the provision(s), as so changed, legal, valid and binding, and to reflect the original intentions of the parties as nearly as possible in accordance with applicable law.  This

 

6



 

Agreement shall be construed according to its fair meaning and not strictly for or against either party.

 

19.       Venue and Jurisdiction.  The parties to this Agreement hereby expressly and irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent and subject themselves to the jurisdiction of the courts of the State of Florida and/or the United States District Court for the Middle District of Florida, Orlando Division.

 

20.       Execution in Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.  This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as signatories.

 

21.       Attorneys’ Fees and Costs.  In the event of any litigation, including arbitration, between or among the parties arising out of or relating to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all costs incurred and reasonable attorneys’ fees, including attorneys’ fees in all investigations, arbitrations, trials, bankruptcies and appeals. If any dispute arising out of or relating to this Agreement is submitted to arbitration, the arbitrator or arbitrators shall have the power and authority to, and the parties herby direct that such arbitrator or arbitrators shall, determine entitlement to attorneys’ fees and costs, and the amount of such attorneys’ fees and costs, to be awarded to the prevailing party. The parties agree and acknowledge that this provision, while it references arbitration, shall not be read to require the parties to submit to arbitration unless they agree to submit to arbitration in a separate, explicit, provision of this Agreement or in a separate written agreement.

 

7



 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

 

 

 

IRADIMED CORPORATION

 

 

 

 

 

/s/ Roger Susi

 

 

Roger Susi

 

 

President

 

 

 

 

 

 

 

 

EXECUTIVE

 

 

 

 

 

/s/ John K. McCreery

 

 

John K McCreery

 

 

Executive

 

 

8



 

Non-Solicitation, Non-Compete and Confidentiality Agreement

 

This Agreement is made as of the 28th day of March, 2017 (“Effective Date”) in favor of Iradimed Corporation a Delaware corporation, having offices at 1025 Willa Springs Blvd, Winter Springs, Florida 32708 (the “Company”); by John K. McCreery whose principal work address is 1025 Willa Springs Blvd, Winter Springs, Florida 32708 (“Executive”).  In consideration of Executive’s employment or continued employment with the Company and other good and valuable consideration, the sufficiency of which Executive hereby acknowledges, Executive agrees as follows:

 

1.              Confidentiality.  As a result of employment with Company, Executive has access to confidential material and information belonging to the company including, without limitation, client lists, pricing information, procedure manuals, employee records, client records, sales and marketing techniques, computer programs, the identity of specialized consultants and contractors, and management strategies.  This confidential information was acquired or developed by the Company at considerable expense.  It is therefore, a unique and valuable asset of the Company and its remaining confidential is of extreme importance to Company.  Executive acknowledges that importance of any confidential information made available to or acquired by Executive in the course of employment hereunder to any person, firm, corporation, association or other entity for any reason or purpose.

 

2.              Non-Solicitation.  If Executive’s employment is terminated for any reason, whether by Executive or by Company, with or without cause, Executive agrees that he will not, for a period of one (1) year after termination of employment, directly or indirectly, for himself or on behalf of any other person or entity, solicit, interfere with, accept business from or otherwise endeavor to entice away from the Company any employee of the Company or its Affiliates.

 

If Executive’s employment is terminated by Executive other than for Good Reason or Executive is terminated by the Company for cause as defined in Executive’s Employment Agreement, Executive agrees, for a period of one (1) year from the last date of employment with Company not to directly or indirectly, for himself or on behalf of any other person or entity, solicit, interfere with, accept business from or otherwise endeavor to entice away from the Company any Client of the Company.  For purposes of this Agreement, the term “Affiliate” shall mean any company that directly or indirectly controls, is controlled by or is under common control with the Company.  For purposes of this Agreement, the term “Client” shall mean any person or entity that purchased products from or received service of any type from Company during the one (1) year period immediately preceding the last day of Executive’s employment with company and any person or entity that Company has solicited to sell products to or provide service to during the one (1) year period preceding the last day of Executive’s employment with Company.

 

3.              Non-Competition.  If Executive’s employment is terminated by Executive other than for Good Reason or Executive is terminated by the company for cause as

 

9



 

defined in Executive’s Employment Agreement, Executive agrees, for a period of one (1) year from the last date of employment with Company not to engage, directly or indirectly, in the same or substantially the same line of business as Company, not to act as an officer, director, shareholder, employee, consultant, agent, proprietor or independent contractor, or provide any services to any person or entity in the same or substantially the same business as Company, and not to engage in any activity which would have the effect of competing with or tending to direct business away from Company.  The foregoing restrictions shall not be construed to prohibit the ownership by Executive of not more than five percent (5%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business (other than exercising his rights as a shareholder), or seeks to do any of the foregoing.

 

4.              Non-Disparagement.  It is understood that Executive may not always agree with the policies, procedures and practices of Company.  Executive agrees, however, that it is Executive’s duty to support the Company and its actions and, therefore, agrees that during or after the term of this Agreement, Executive will not criticize or make any disparaging remarks about Company, its Affiliates or its or their officers, managers, attorneys or other employees.

 

5.              Breach and Remedies.  By executing this Agreement, Executive acknowledges that this Agreement is assignable by Company and acknowledges that a breach of this agreement will give rise to irreparable and continuing injury to the Company, and further agrees that the Company or its successors and assigns may obtain injunctive relief against the breach or threatened breach of this Agreement, in addition to any other legal remedies which may be available to it.  If any court refuses to enforce this Agreement or any provision hereof, because it is more extensive (as to time, geographic area, definition of Client or otherwise) than is necessary to protect the business and goodwill of the company, Executive agrees that this Agreement, or the offending provision, shall be modified to the extent necessary to permit the terms hereof to be enforced in any such legal proceeding.  Executive understands that all obligations under this Agreement shall survive termination or expiration of Executive’s employment with Company.

 

6.  Return of Company Property.  On termination of employment, Executive shall immediately deliver all records, customer lists, notes, data memoranda, and equipment of any nature that are in Executive’s possession or under his control and that are the property of the Company or relate to the employment or to the business of the Company.

 

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Agreed and accepted this 28th day of March, 2017.

 

 

EXECUTIVE

 

 

 

 

 

/s/ John K McCreery

 

John K. McCreery

 

 

11


EX-99.1 3 a17-10184_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

IRADIMED Names John McCreery Chief Operating Officer

 

Winter Springs, Florida, March 30, 2017 — IRADIMED CORPORATION (NASDAQ:IRMD), today announced that John McCreery has been appointed Chief Operating Officer, a new position within the Company. Mr. McCreery will have primary responsibility over the regulatory, manufacturing and engineering departments of the Company.

 

Mr. McCreery, 62, is currently a tenured professor in operations and innovation at North Carolina State University’s College of Management. At NC State, he works with a wide variety of organizations — from start-ups to multinational firms — in operational excellence, innovation management, and leadership development initiatives. He has also served as Director of a cross-continent US-Europe-China graduate program in global innovation management. Prior to joining NC State, Mr. McCreery held roles in engineering, manufacturing, IT systems consulting, and company leadership, including Chief Operating Officer at Invivo Research. He received his undergraduate degree in Biomedical Engineering, with Honors, from Case Western Reserve University, an MBA from the University of Michigan, and a Ph.D. in operations management from Ohio State University.

 

“John is a trusted leader and we are excited to have him join us as Chief Operating Officer. He brings deep knowledge and experience in the areas of regulatory affairs, manufacturing and engineering. We look forward to his arrival and leadership. Additionally, with John in place, I will be able to dedicate more time focusing on sales initiatives and new product development,” said Roger Susi, President and Chief Executive Officer of the Company.

 

About IRADIMED CORPORATION

 

IRADIMED CORPORATION is a leader in the development of MRI compatible medical devices. We are the only known provider of non-magnetic intravenous (IV) infusion pump systems that are specifically designed to be safe for use during magnetic resonance imaging (MRI) procedures. We were the first to develop an infusion delivery system that largely eliminates many of the dangers and problems present during MRI procedures. Standard infusion pumps contain magnetic and electronic components which can create radio frequency (RF) interference and are dangerous to operate in the presence of the powerful magnet that drives an MRI system. Our patented MRidium® MRI compatible IV infusion pump system has been designed with a non-magnetic ultrasonic motor, uniquely-designed non-ferrous parts and other special features in order to safely and predictably deliver anesthesia and other IV fluids during various MRI procedures. Our pump solution provides a seamless approach that enables accurate, safe and dependable fluid delivery before, during and after an MRI scan, which is important to critically-ill patients who cannot be removed from their vital medications, and children and infants who must generally be sedated in order to remain immobile during an MRI scan.

 



 

Our 3880 MRI compatible patient vital signs monitoring system has been designed with non-magnetic components and other special features in order to safely and accurately monitor a patient’s vital signs during various MRI procedures. The IRADIMED 3880 system operates dependably in magnetic fields up to 30,000 gauss, which means it can operate virtually anywhere in the MRI scanner room, including in very close proximity to the MRI scanner bore. The IRADIMED 3880 has a compact, lightweight design allowing it to travel with the patient from their critical care unit, to the MRI and back, resulting in increased patient safety through uninterrupted vital signs monitoring and decreasing the amount of time critically ill patients are away from critical care units. The features of the IRADIMED 3880 include: wireless ECG with dynamic gradient filtering; wireless SpO2 using Masimo® algorithms; non-magnetic respiratory CO2; non-invasive blood pressure; patient temperature, and; optional advanced multi-gas anesthetic agent unit featuring continuous Minimum Alveolar Concentration measurements. The IRADIMED 3880 MRI compatible patient vital signs monitoring system has an easy-to-use design and allows for the effective communication of patient vital signs information to clinicians. Our 3880 MRI compatible patient vital signs monitoring system is currently available to international customers. Once we receive FDA 510(k) clearance, the 3880 will be available to U.S. customers. We currently anticipate commencing marketing the 3880 to U.S. customers in the third quarter of 2017.

 

For more information please visit www.iradimed.com.

 

Media Contact:

Chris Scott

Chief Financial Officer

IRADIMED CORPORATION

(407) 677-8022

InvestorRelations@iradimed.com

 


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