UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On October 7, 2022, Computer Programs and Systems, Inc. (the “Company”) announced the departure of Troy D. Rosser, the Company’s Senior Vice President – Sales, effective December 31, 2022. In connection with Mr. Rosser’s departure, the Company and Mr. Rosser entered into (i) a General Release of Claims and Separation Agreement (the “Separation Agreement”) and (ii) an agreement providing for the continued vesting of certain equity awards (the “Equity Award Extension Agreement” and, together with the Separation Agreement, the “Agreements”). The Agreements were approved by the Company’s Board of Directors and executed by the parties on January 11, 2023; however, the Separation Agreement will not become effective until the end of the applicable revocation period.
Mr. Rosser will be entitled to the following severance benefits under the Separation Agreement, subject to his signing and not timely revoking the Separation Agreement and his performance of its terms, including a general release of any and all claims against the Company: (i) cash payments totaling $589,327.44, which equal Mr. Rosser’s current annual base salary for a period of 68 weeks from December 31, 2022 (the “Separation Date”) through April 20, 2024, plus 68 weeks of tail payments (the “Severance Compensation”) and (ii) a single lump-sum payment of $25,757.58, which equals the cost of approximately 68 weeks of coverage under the Company’s group health insurance plans (the “Benefits Stipend”). The Severance Compensation and Benefits Stipend are subject to forfeiture and clawback in the event Mr. Rosser breaches certain obligations, including the confidentiality/non-disclosure and non-disparagement provisions set forth in the Separation Agreement.
In addition, the Equity Award Extension Agreement provides that Mr. Rosser’s outstanding unvested shares of restricted stock will continue to vest through March 8, 2024 (the “Restricted Period”), subject to Mr. Rosser’s compliance with certain non-competition and employee and customer non-solicitation covenants in favor of the Company during the Restricted Period.
The foregoing summary of the Agreements does not purport to be complete and is qualified in its entirety by reference to such Agreements, copies of which are attached to this Current Report on Form 8-K as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
The following exhibits are filed herewith:
| Exhibit Number |
Description | |
| 10.1 | Confidential General Release of Claims and Separation Agreement, dated January 11, 2023, by and between Computer Programs and Systems, Inc. and Troy D. Rosser | |
| 10.2 | Agreement, dated January 11, 2023, by and between Computer Programs and Systems, Inc. and Troy D. Rosser | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| COMPUTER PROGRAMS AND SYSTEMS, INC. | ||||||||
| Date: January 12, 2023 | By: | /s/ Matt J. Chambless | ||||||
| Matt J. Chambless | ||||||||
| Chief Financial Officer, Secretary and Treasurer | ||||||||
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