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): January 20, 2015
HMS HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Delaware |
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0-50194 |
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11-3656261 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
5615 High Point Drive, Irving, TX |
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75038 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code (214) 453-3000
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements with Certain Officers
On January 20, 2015, HMS Holdings Corp. (the Company) and William C. Lucia, the Companys President and Chief Executive Officer, entered into an amendment (the Amendment) to Mr. Lucias Executive Employment Agreement with the Company (the Agreement), which became effective as of March 1, 2013, and previously was amended on April 30, 2013. The Agreement, as amended by the Amendment, provides:
· The term of the Agreement is three (3) years, and will run from March 1, 2015 through February 28, 2018.
· If Mr. Lucias employment is terminated by the Company without Cause or Mr. Lucia resigns for Good Reason (as defined in the Agreement), Mr. Lucia will be treated as continuing in service for the purposes of the vesting of any equity award until the earliest of: (i) the end of the Noncompetition Period (as defined in Mr. Lucias Noncompetition, Nonsolicitation, Proprietary and Confidential Information and Developments Agreement with the Company (the Restrictive Covenants Agreement)), (ii) the last of the applicable vesting dates under such awards, or (iii) the termination or violation of the Restrictive Covenants Agreement.
· If Mr. Lucias employment is terminated by the Company without Cause or Mr. Lucia resigns for Good Reason and a Change in Control (as defined in the Agreement) occurs within six months following such termination, then with respect to any equity awards outstanding or deemed to be outstanding, or canceled or forfeited as a result of Mr. Lucias termination or such Change in Control, Mr. Lucia will receive a cash payment equal to the excess of the amount he would have received for such equity awards if he were continuing in service as of the date of the Change in Control and terminated immediately thereafter over the amount actually received, paid in a single lump sum payment at the time provided in the Agreement. To the extent that the payments and benefits provided under the Agreement and benefits provided to Mr. Lucia, or for Mr. Lucias benefit, under any other Company plan or agreement would be subject to the excise tax imposed under Section 4999 of the Code, such benefits shall be reduced (but not below zero) if and to the extent that a reduction in such benefits would result in Mr. Lucia retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and such excise tax), than if Mr. Lucia received all of such benefits pursuant to the provisions set forth in the Agreement.
Except as described in the Amendment, all other provisions of the Agreement will remain in full force and effect. The description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
10.1 |
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Second Amendment to Executive Employment Agreement, dated as of January 20, 2015, by and between HMS Holdings Corp. and William C. Lucia. |
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.
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HMS HOLDINGS CORP. |
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(Registrant) |
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Date: January 23, 2015 |
By: |
/s/ Eugene V. DeFelice |
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Name: |
Eugene V. DeFelice |
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Title: |
Executive Vice President, General Counsel and Corporate Secretary |
Exhibit 10.1
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Second Amendment (the Amendment ), dated January 20, 2015, amends the Executive Employment Agreement, effective as of March 1, 2013, as amended on April 30, 2013 (the Agreement ), by and between HMS Holdings Corp. (the Company ), and William C. Lucia (the Executive ).
1. TERMS .
Capitalized terms used in this Amendment and not defined below shall have the meanings given to such terms in the Agreement. References to sections are references to sections of the Agreement and not of this Amendment.
2. EFFECT OF AMENDMENT .
This Amendment amends the Agreement solely to the extent expressly provided below as of the commencement of the Agreement Term (as such term is amended herein). In all other respects, the Agreement continues in full force and effect and is ratified in all respects. Any references in the Agreement to the Agreement will be deemed to mean the Agreement as amended by this Amendment.
3. AMENDMENTS .
3.1 Amendment to Section 2 (Term of Agreement) . Section 2 of the Agreement is hereby amended to replace March 1, 2013 with March 1, 2015 and February 28, 2015 with February 28, 2018 in all instances.
3.2 Amendment to Section 6(b) (Termination Without Cause or Resignation for Good Reason) . Section 6(b) of the Agreement is hereby amended to include the following modifications: (i) Section 6(b)(iii) shall become a new Section 6(b)(iv) and in the second sentence of that section, Section 6(b)(i), (ii), or 6(c) shall be replaced with Section 6(b)(i), (ii) or (iii) or Section 6(c); and (ii) the following language shall be inserted in Section 6(b)(iii): Vesting . In the event that the Executives employment with the Company is terminated pursuant to Section 6(b), notwithstanding the provisions of the terms of any equity award, the Executive will be treated as continuing in service for purposes of vesting any equity award until the earliest to occur of (I) the end of the Noncompetition Period (as defined in the Restrictive Covenants Agreement), (II) the last of the applicable vesting dates under such awards, or (III) the termination or violation of the Restrictive Covenants Agreement.
3.3 Amendment to Section 6(c) (Change in Control) . Section 6(c) of the Agreement is hereby amended to include the following modifications: (i) a new second sentence is added to read as follows: In addition, notwithstanding Section 6(b)(iii), if the Company terminates the Executives employment without Cause or the Executive resigns for Good Reason and a Change in Control occurs within 6 months following such termination, then with respect to any equity awards outstanding or deemed to be outstanding, or canceled or forfeited as a result of the Executives termination or such Change in Control, the Executive shall receive a cash
payment equal to the excess of the amount he would have received for such equity awards if he were continuing in service as of the date of the Change in Control and terminated immediately thereafter over the amount actually received, paid in a single lump sum payment at the time provided in the foregoing sentence.; and (ii) the last sentence of Section 6(c) is amended in its entirety to read as follows: If a Change in Control occurs while the Executive is employed or receiving benefits pursuant to Section 6(b) and before the Agreement End Date, this Section 6(c) will continue to apply (including with respect to a termination without Cause or resignation for Good Reason during the 24 months following such Change in Control) notwithstanding the terms of Section 2 above that would otherwise terminate the protections of Section 6(b) and 6(c) when the Agreement End Date is reached..
3.4 Amendment to Section 6 (Termination) . Section 6 of the Agreement is hereby amended to include the following language after Section 6(f): (g) Limitation on Benefits . Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to the Executive, or for the Executives benefit, under any other Company plan or agreement (such payments or benefits, the Benefits) would be subject to the excise tax imposed under Section 4999 of the Code (the Excise Tax), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if the Executive received all of the Benefits (such reduced amount, the Limited Benefit Amount).
A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Section 6(g) and the amount of such Limited Benefit Amount shall be made by the Companys independent public accountants or another certified public accounting firm, executive compensation consulting firm or law firm of national reputation designated by the Company (the Firm) at the Companys expense. The Company shall provide its determination (the Determination), together with detailed supporting calculations and documentation to the Executive and to the Company within ten (10) business days of the date on which the Executives right to the Benefits is triggered (if requested at that time by the Executive or by the Company) or such other time as reasonably requested by the Executive or by the Company. Unless the Executive provides written notice to the Company within ten (10) business days of the delivery to the Executive of the Determination that the Executive disputes such Determination, the Determination shall be binding, final and conclusive upon the Executive and the Company. If the Firm determines that no Excise Tax is payable by the Executive with respect to any Benefits, it shall furnish to the Executive and to the Company, in writing, a summary of the assumptions and calculations made by the Firm to support its conclusion that no Excise Tax will be imposed with respect to any such Benefits.
Any reduction in payments and/or benefits pursuant to this Section 6(g) to effectuate the Limited Benefit Amount shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to the Executive.
[signature page follows]
IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by an officer pursuant to the authority of its Board, and the Executive has executed this Amendment, as of the day and year first written above.
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HMS HOLDINGS CORP. |
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By: |
/s/ Eugene V. DeFelice |
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Name: |
Eugene V. DeFelice |
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Title: |
Executive Vice President, General Counsel and Corporate Secretary |
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EXECUTIVE |
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/s/ William C. Lucia |
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William C. Lucia |