Procept Biorobotics Corporation
09/18/2025 | Press release | Distributed by Public on 09/18/2025 14:02
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended Change of Control and Severance Agreements
As part of an ongoing evaluation of its executive compensation programs, the Compensation Committee of the Board of Directors of PROCEPT BioRobotics Corporation (the "Company") reviewed the existing form of Change of Control and Severance Agreement for its executive officers below the chief executive officer level and approved certain modifications to better align executive compensation with market data provided by the Company's compensation consultants. On September 15, 2025, the Compensation Committee approved changes to the form of Change of Control and Severance Agreement for executive officers below the chief executive officer level ("Revised Change of Control Agreement"). The changes in Revised Change of Control Agreement include: (a) increasing the severance period from six (6) months to twelve (12) months for any termination without cause that is not in connection with a change of control, (b) clarifying that, following any change of control termination, the acceleration of any performance based awards shall not be determined have been achieved at any level less than target performance, and (c) amending the timing of cash payments made in connection with a change of control termination such that all cash payments would be made in one lump sum. The Revised Change of Control Agreement includes additional administrative updates.
The Company intends to ask each of its eligible executive officers to execute an amended and restated agreement consistent with the terms of the Revised Change of Control Agreement.
The above description of the Revised Change of Control Agreement is qualified in its entirety by reference to the terms of the form of Revised Change of Control Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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