What changed in this filing

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Item 5. Other Information

2024-10-25 compared with 2024-04-30 · 10 added, 69 removed, 20 unchanged (80% of the section changed)

OTHER INFORMATION

Rule 10b5 - 1 Trading Plans

Our directors and officers (as defined in Rule 16a-1 under the Exchange Act) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.

During the third quarter of fiscal 2024, none of our directors or officers informed us of the adoption , modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as those terms are defined in Regulation S-K, Item 408.

Employment Agreements

On April 29, 2024, Alan Edrick, our Executive Vice President and Chief Financial Officer, Victor Sze, our Executive Vice President and General Counsel, and Ajay Mehra, our Executive Vice President and President of OSI Cargo & Solutions Group business unit, entered into Amended and Restated Employment Agreements.

Alan Edrick’s and Victor Sze’s Employment Agreements

For purposes of this section, Messrs.

Edrick and Sze are each individually referred to as the “Executive.” Other than differences described herein, the terms of such agreements are substantially identical to each other.

Unless the agreement is terminated earlier in accordance with its terms, the agreement has a one year term that shall automatically be extended for successive one year periods, unless either party delivers notice of non-renewal to the other party at least 30 days prior to the end of the initial term or any renewal period then in effect.

The agreements provide for an initial annual base salary of $519,120 for Mr.

Edrick and $448,050 for Mr.

The Executive is also eligible to receive bonus payments from the bonus pool established by us for our officers and employees and to participate in incentive compensation and other employee benefit plans established by us.

The agreement contains certain restrictive

covenants and other prohibitions that protect our proprietary and confidential information following termination and preclude the Executive during the term of the agreement and for 18 months thereafter from soliciting for hire any individual that was an executive, supervisor or manager of the Company on, or within 90 days prior to, the Executive’s last date of employment with us.

Each Executive’s agreement also contains a clawback provision whereby the Executive’s incentive or performance-based compensation shall be subject to reduction or repayment by reason of a correction or restatement of our financial information if and to the extent such reduction or repayment is required by any applicable law.

Under the terms of the agreement, the Company may terminate the Executive’s employment at any time for “cause” (as defined in the agreement), or for the following additional reasons:

(i) in the event of the Executive’s death;

(ii) because of physical or mental incapacity or disability, failure to perform the essential functions of his position for an aggregate period of 180 days within any 12 month period;

or (iii) without cause on 30 days written notice, each as further detailed in the agreement.

The Executive may also terminate his employment agreement for “good reason” (as defined in the agreement) or at any time on 30 days written notice.

In the event of the termination of the Executive’s employment by the Company without cause, the Company’s non-renewal of the Executive’s employment agreement or the termination of such employment by the Executive for good reason, the Executive shall be entitled to:

(i) an amount equal to 24 months’ salary at the Executive’s then-current base salary plus an amount equal to two times the average of the highest three annual bonuses paid by us to the Executive in the five years preceding such termination;

(ii) continuation of the Executive’s car usage or allowance payments for a period of six months after separation from service;

(iii) an allowance of $6,000 for outplacement services;

and (iv) acceleration of vesting of all stock options, equity grants and other incentive compensation awards (excluding any cash bonus attributable to performance in fiscal years that are not complete as of the Executive’s last date of employment) from us to Executive as follows:

(a) grants vesting over time shall be fully vested on separation from service, (b) grants vesting based on performance shall be accelerated and fully vested at target performance levels on separation from service without regard to whether the performance targets are projected to be met for such performance period, and (c) the time to exercise nonqualified stock options shall be extended such that Executive’s right to exercise such stock options shall continue until the first anniversary of the Executive’s last date of employment, but in no event later than the expiration date of the options.

In the event of the termination of the Executive’s employment by the Company without cause or by the Executive for good reason, within 90 days prior to or 12 months after a “change in control” (as defined in the agreement), then the Executive shall be entitled to either (i) the severance payment described in the applicable paragraph above except that incentive compensation awards shall, to the extent unvested, immediately vest at maximum performance levels or (ii) an alternative amount calculated in accordance with Internal Revenue Code Section 280G.

Ajay Mehra’s Employment Agreement

The agreement provides for an initial annual base salary of $492,340.

Mehra is also eligible to receive bonus payments from the bonus pool established by us for our officers and employees and to participate in incentive compensation and other employee benefit plans established by us.

The agreement contains certain restrictive covenants and other prohibitions that protect our proprietary and confidential information following termination and preclude Mr.

Mehra during the term of the agreement and for 18 months thereafter from soliciting for hire any individual that was an executive, supervisor or manager of the Company on, or within 90 days prior to, Mr.

Mehra’s last date of employment with us.

Mehra’s agreement also contains a clawback provision whereby Mr.

Mehra’s incentive or performance-based compensation shall be subject to reduction or repayment by reason of a correction or restatement of our financial information if and to the extent such reduction or repayment is required by any applicable law.

Under the terms of the agreement, the Company may terminate Mr.

Mehra’s employment at any time for “cause” (as defined in the agreement), or for the following additional reasons:

(i) in the event of Mr.

Mehra’s death;

(ii) because of physical or mental incapacity or disability, failure to perform the essential functions of his position for an aggregate period of 180 days within any 12 month period;

or (iii) without cause on 30 days written notice, each as further detailed in the agreement.

Mehra may also terminate his employment agreement for “good reason” (as defined in the agreement) or at any time on 30 days written notice.

In the event of the termination of Mr.

Mehra’s employment by the Company without cause, the Company’s non-renewal of Mr.

Mehra’s employment agreement or the termination of such employment by Mr.

Mehra for good reason, he shall be entitled to:

(i) an amount equal to two times the sum of:

(a) annual salary at Mr.

Mehra’s then-current base salary and (b) cash bonus at target

performance for the then-current year, (ii) continuation of Mr.

Mehra’s car usage or allowance payments for a period of six months after separation from service;

(iii) an allowance of $6,000 for outplacement services;

and (iv) acceleration of vesting of all stock options and equity grants and other cash incentive compensation awards from us to Mr.

Mehra as follows:

(a) grants vesting over time shall be fully vested on separation from service, (b) grants vesting based on performance shall be accelerated and fully vested on separation from service without regard to whether the performance targets (excluding any overperformance provisions) have been met for such performance period, (c) cash incentives compensation for the then-current year shall be accelerated on the basis of the assumption that the target performance has been met;

and (v) the time to exercise nonqualified stock options shall be extended such that Mr.

Mehra’s right to exercise such stock options shall continue until the first anniversary of his last date of employment, but in no event later than the expiration date of the options.

In the event of the termination of Mr.

Mehra’s employment by the Company without cause or by Mr.

Mehra for good reason, within 90 days prior to or 12 months after a “change in control” (as defined in the agreement), then Mr.

Mehra shall be entitled to either (i) the severance payment described in the applicable paragraph above except that incentive compensation awards shall, to the extent unvested, immediately vest at maximum performance levels or (ii) an alternative amount calculated in accordance with Internal Revenue Code Section 280G.

The foregoing description of each employment agreement is qualified in its entirety by reference to the provisions of the applicable employment agreement, each of which is filed as an exhibit to this Quarterly Report on Form 10-Q.

Amended and Restated Employment Agreement dated April 29, 2024 between Alan Edrick and OSI Systems, Inc.

Amended and Restated Employment Agreement dated April 29, 2024 between Ajay Mehra and OSI Systems, Inc.

Amended and Restated Employment Agreement dated April 29, 2024 between Victor Sze and OSI Systems, Inc.

During the first quarter of fiscal 2025, none of our directors or officers informed us of the adoption , modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as those terms are defined in Regulation S-K, Item 408.

Indenture, dated as of July 19, 2024, between OSI Systems, Inc.

Bank Trust Company, National Association, as trustee (1)

Form of certificate representing the 2.25% Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1) (1)

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

9 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

* Filed herewith

† Denotes a management contract or compensatory plan or arrangement

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, in the City of Hawthorne, State of California on the 30th day of April 2024.

(1) Previously filed with our Current Report on Form 8-K filed on July 19, 2024.

OSI SYSTEMS, INC.

5 unchanged sentences

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

(Principal Financial Officer)

/s/ Cary Okawa

Chief Accounting Officer

(Principal Accounting Officer)

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.

What changed 10-Q

Item 5. Other Information