Form 8-K MYRIAD GENETICS INC For: Sep 29

 

 

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): September 29, 2015

 

 

MYRIAD GENETICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		0-26642		87-0494517
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

320 Wakara Way

Salt Lake City, Utah 84108

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (801) 584-3600

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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

 

 

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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(e) On September 29, 2015, Myriad Genetics, Inc. entered into an Amendment to Executive Retention Agreement with its executive officers in order to eliminate the tax gross-up set forth therein that allowed for payments to be made to the Executive by the Company in connection with a change in control of the Company to offset any excise taxes incurred by the Executive in the event that any of the payments made under the agreement are subject to excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”).

A copy of the Amendment to Executive Retention Agreement is attached hereto as an exhibit to this Current Report on Form 8-K and is being filed pursuant to this Item 5.02 as Exhibit 10.1 to this Current Report on Form 8-K.

ITEM 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
10.1		Form  of Amendment to Executive Retention Agreement, effective as of September 29, 2015+@

 

(+)	Management contract or compensatory plan arrangement.

(@)	Each executive who is a party to the agreement and the effective date of execution is listed at the end of the exhibit.

 

 

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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.

 

				MYRIAD GENETICS, INC.
Date: October 2, 2015				By:		/s/ R. Bryan Riggsbee
						R. Bryan Riggsbee
						Executive Vice President, Chief Financial Officer

 

 

 

 

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EXHIBIT INDEX

 

Exhibit Number		Description
10.1		Form of Amendment to Executive Retention Agreement, effective as of September 29, 2015+@

 

(+)	Management contract or compensatory plan arrangement.

(@)	Each executive who is a party to the agreement and the effective date of execution is listed at the end of the exhibit.

 

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Exhibit 10.1

MYRIAD GENETICS, INC.

Amendment to Executive Retention Agreement

THIS AMENDMENT TO EXECUTIVE RETENTION AGREEMENT (the “Amendment”), by and between Myriad Genetics, Inc., a Delaware corporation (the “Company”), and                    (the “Executive”), is entered into effective as of September 29, 2015 (the “Effective Date”).

WHEREAS, the Company and the Executive entered into an Executive Retention Agreement (the “Agreement”); and

WHEREAS, the Company and the Executive desire to make certain amendments to the Agreement to eliminate any obligation on the Company to make any tax gross-up payments with respect to any payments made to the Executive that would be subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the premises set forth herein, and for such other good and valuable consideration which the parties hereby acknowledge, the parties agree as follows.

1. Definitions. Those capitalized terms used herein which are defined in the Agreement shall have the same meaning and definition as provided for in the Agreement.

2. Continuing Effect. Except to the extent amended herein, the terms and conditions of the Agreement shall continue in full force and effect.

3. Amendment. Section 5 of the Agreement is hereby amended and restated to read as follows:

5. Limitations on Payment.

5.1 General. Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment, benefit or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Payment are paid to Executive, which of the following alternative forms of payment would maximize Executive’s after-tax proceeds: (i) payment in full of the entire amount of the Payment (a “Full Payment”), or (ii) payment of only a part of the Payment so that Executive receives that largest Payment possible without being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax (all computed at the highest marginal rate, net of the maximum

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reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment, notwithstanding that all or some portion the Payment may be subject to the Excise Tax. Any Excise Tax due shall be borne solely by the Executive.

5.2 Procedures. All determinations required to be made under this Section 5, and the assumptions to be utilized in arriving at such determination, shall be made by KPMG LLP or such other certified public accounting firm as may be designated by the Executive and reasonably acceptable to the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive may appoint another nationally recognized accounting firm and reasonably acceptable to the Company to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

4. Severability. The invalidity or unenforceability of any provision of this Amendment shall not affect the validity or enforceability of any other provision of this Amendment or the Agreement, which shall remain in full force and effect.

5. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of Utah, without regard to conflicts of law principles.

6. Counterparts. This Amendment may be signed by the parties in separate counterparts.

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

 

MYRIAD GENETICS, INC.						EXECUTIVE
By: Mark C. Capone						Name:
Title: President and CEO

 

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Attachment

Each of the following executive officers of Myriad Genetics, Inc. entered into the Amended to Executive Retention Agreement effective as of September 29, 2015, utilizing the above form of agreement:

 

Mark C. Capone		President and Chief Executive Officer
R. Bryan Riggsbee		Chief Financial Officer and Treasurer
Jerry S. Lanchbury, Ph.D.		Chief Scientific Officer
Richard M. Marsh, Esq.		EVP, General Counsel and Secretary

 

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