Other Information
−Removed: The information set forth below below and in Exhibit 10.5 of this quarterly report on Form 10-Q is provided in accordance with and in satisfaction of the requirement of Item 5.02 “Departure of Directors or Certain Officers;
−Removed: Election of Directors;
−Removed: Appointment of Certain Officers;
−Removed: Compensatory Arrangements of Certain Officers” of Form 8-K.
−Removed: On August 4, 2020, the compensation committee of our board of directors approved the Fluidigm Corporation 2020 Change of Control and Severance Plan (the Severance Plan), under which our executive officers are eligible to receive severance benefits.
−Removed: The Severance Plan replaces the Company’s existing Change of Control and Severance Plan, which expires according to its terms on August 21, 2020 (the Prior Plan).
−Removed: Under the Severance Plan, if any executive officer’s employment is terminated outside of the period beginning three months before a Change of Control (as defined in the Severance Plan) or the signing of a definitive agreement for a Change of Control and ending 12 months after a Change of Control (the Change of Control Period) for a reason other than Cause or the executive officer’s death or Disability (as such terms are defined in the Severance Plan) (an Involuntary Termination), then the executive officer will be entitled to receive the following:
−Removed: • 75% of the executive officer’s annual base salary in effect as of the date of termination, paid in equal installments (less applicable withholding) over nine months (or, in the case of Stephen Christopher Linthwaite, our President and CEO, 200% of his annual base salary paid over a period of 24 months) following termination,
−Removed: • payment of continued health coverage for the executive officer, his or her spouse and/or dependents, if applicable (such coverage, COBRA Coverage), for a period of up to nine months (or, in Mr.
−Removed: Linthwaite’s case, 12 months) following termination, and
−Removed: • reasonable outplacement services in accordance with the Severance Plan.
−Removed: Under the Severance Plan, if any executive officer’s employment is terminated within the Change of Control Period either (i) by us in an Involuntary Termination or (ii) by the executive officer for Good Reason (as defined in the executive officer’s participation agreement under the Severance Plan), then the executive officer will be entitled to receive the following:
−Removed: • a lump-sum payment (less applicable withholding) totaling 150% (or, in Mr.
−Removed: Linthwaite’s case, 250%) of the sum of (x) his or her annual base salary (as in effect immediately before termination or immediately before the Change of Control, whichever is higher) plus (y) the greater of (A) his or her annual target bonus (as in effect immediately before termination or immediately before the Change of Control, whichever is higher) or (B) the average of the annual bonuses actually paid to him or her for the three fiscal years preceding the year in which the termination occurs,
−Removed: • a lump-sum amount (less applicable withholding) totaling his or her annual target bonus (as in effect immediately before termination or immediately before the Change of Control, whichever is higher) prorated to reflect the number of days worked during the year in which the termination occurs,
−Removed: • payment of costs of COBRA Coverage, for a period of up to 18 months (or, in Mr.
−Removed: Linthwaite’s case, 30 months) following termination,
−Removed: • 100% vesting acceleration of his or her then-outstanding and unvested equity awards, with any equity awards subject to outstanding performance-based vesting criteria vesting as to 100% of the baseline number of shares (or 100% at target achievement), and
−Removed: • reasonable outplacement services in accordance with the Severance Plan.
−Removed: Upon any termination of Mr.
−Removed: Linthwaite’s employment for a reason other than Cause or death or Disability, the Company will assign to Mr.
−Removed: Linthwaite the life insurance policy insuring his life and reimburse him for payment of premiums on such policy for up to 30 months following his termination of employment.
−Removed: Upon execution of participation agreements, the Severance Plan will supersede the severance benefits provided to the executive officers under the Prior Plan.
−Removed: To receive Severance Plan benefits, an executive officer would also be required sign and not revoke a separation and release of claims agreement in a form reasonably satisfactory to us within the period specified in the Severance Plan, and comply with any confidentiality, proprietary information and inventions assignment agreement and any other appropriate agreement with us.
−Removed: If any of the severance and other benefits provided for in the Severance Plan or otherwise payable to an executive officer constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the Code) and could be subject to excise tax under Section 4999 of the Code, then the benefits will be delivered in full or delivered as to such lesser extent that would result in no portion of such benefits being subject to excise tax, whichever results in the greater amount of after-tax benefits to such executive officer.
−Removed: The Severance Plan does not require us to provide any tax gross-up payment to any executive officer participating in the Severance Plan.
−Removed: The Severance Plan will have a term of three years commencing on August 4, 2021 and expiring on the third anniversary of that date, and will thereafter automatically renew for successive one-year periods unless the Company notifies participants of the Severance Plan’s nonrenewal at least 12 months prior to the commencement of such Renewal Term.
−Removed: If a Change of Control occurs, the term of the Severance Plan will extend automatically through the date that is 12 months following the effective date of the Change of Control, subject to continuation with respect to benefits to which a participant is entitled.
−Removed: The Severance Plan allows our management team to designate employees for participation who are not executive officers.
−Removed: The above description of the Severance Plan is not complete and is qualified in its entirety by reference to the full text of the Severance Plan, which is attached hereto as Exhibit 10.5 and incorporated herein by reference.
The documents listed in the Exhibit List, which follows below, are incorporated by reference or are filed with this quarterly report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
−Removed: Description Incorporated
+Added: Number Description Incorporated
From Form Incorporated
Number Date Filed
−Removed: 10.1 Open Market Sale Agreement SM , dated as of March 4, 2020, between Fluidigm Corporation and Jefferies LLC.
−Removed: 8-K 1.1 3/5/2020
−Removed: 10.2 Fluidigm Corporation 2017 Employee Stock Purchase Plan, as amended and restated effective June 23, 2020.
−Removed: 8-K 10.1 6/24/2020
−Removed: 10.3 Fluidigm Corporation 2011 Equity Incentive Plan, as amended effective June 23, 2020.
−Removed: 8-K 10.2 6/24/2020
−Removed: 10.4 Third Amendment to Loan and Security Agreement, dated April 21, 2020, between the Company and Silicon Valley Bank.
−Removed: 8-K 10.1 4/22/2020
−Removed: 10.5* Fluidigm Corporation 2020 Change of Control and Severance Plan.
+Added: 10.1* Contract by and between the National Institutes of Health and the r egistrant effective as of July 30, 2020, as amended September 28, 2020.
Filed herewith
+Added: 10.2* Second Amended and Restated License Agreement between California Institute of Technology and the registrant effective as of May 1, 2004.
+Added: Filed herewith
+Added: 10.2A* First Addendum, effective as of March 29, 2007, to Second Amended and Restated License Agreement between California Institute of Technology and the registrant effective as of May 1, 2004.
+Added: Filed herewith
+Added: 10.3* Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.
+Added: Filed herewith
+Added: 10.3A* First Amendment to Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.
+Added: Filed herewith
+Added: 10.4* Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.
+Added: Filed herewith
+Added: 10.5* Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.
+Added: Filed herewith
+Added: 10.6* Letter Agreement between President and Fellows of Harvard College and the registrant dated December 22, 2004.
+Added: Filed herewith
31.1 Certification Pursuant to 18 U.S.C.
21 unchanged sentences
Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
−Removed: * Indicates a management contract or compensatory plan.
+Added: * Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).
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, thereunto duly authorized.
FLUIDIGM CORPORATION
−Removed: August 7, 2020 By:
+Added: November 6, 2020 By:
/s/ Stephen Christopher Linthwaite
1 unchanged sentence
President and Chief Executive Officer
−Removed: August 7, 2020 By:
+Added: November 6, 2020 By:
/s/ Vikram Jog
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.