Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Appointment of Stephen J. Webber
On September 6, 2016, the Board of Directors (the Board) of Cynosure, Inc. (Cynosure or the Company) appointed Stephen
J. Webber as Executive Vice President of the Company, effective as of the date of commencement of his employment, which is expected to be October 10, 2016. Mr. Webber, age 46, will assume the roles of the Companys Chief Financial
Officer, Chief Accounting Officer and Treasurer in November 2016, following the filing of the Companys Quarterly Report on
Form 10-Q
for the quarter ending September 30, 2016 and the planned
retirement of Timothy W. Baker (whose intention to retire was previously announced in May 2016).
Mr. Webber joins Cynosure from Virtustream, Inc., a
cloud software and services provider and an EMC Corporation federation company, where he served as Chief Financial Officer from August 2015 to September 2016. Prior to that, Mr. Webber was at EMC Corporation, a provider of information
infrastructure and virtual infrastructure technologies, solutions and services, where he served in numerous roles of increasing responsibility over his 19 years of service, most recently as Senior Vice President of Finance and Operations, Global
Enterprise Services from September 2012 to August 2015 and Vice-President of Finance and Business Operations, Global Service Organization from February 2006 to September 2012. Mr. Webber holds a B.S. in accounting and an M.B.A., both from
Babson College.
Mr. Webber has no family relationships with any of the executive officers or directors of the Company. There are no arrangements or
understandings between Mr. Webber and any other person pursuant to which he was elected as an officer of the Company.
Pursuant to the terms of his
employment offer letter with the Company (the Offer Letter), Mr. Webbers initial annual base salary will be $450,000 and his annual target cash bonus opportunity will be 50% of his annual base salary. The Offer Letter also
provides that if his employment is terminated (i) by the Company without cause or (ii) within 12 months following a change in control, by him for good reason (as such terms are defined therein), his severance benefits will include, subject
to a release of claims: (a) base salary for an additional 12 months, (b) annual target cash bonus, prorated to the date of termination, (c) costs for continuing COBRA for 12 months and (d) accrued but unused vacation time.
The Board also approved, effective as of Mr. Webbers commencement of employment with the Company, the grant to Mr. Webber of 10,000
restricted stock units under the Companys Amended and Restated 2005 Stock Incentive Plan, which restricted stock units will vest in three equal annual installments, with the first installment vesting on the first anniversary of his start date
and the remaining two installments vesting annually on each of the following two anniversaries of his start date, subject to Mr. Webbers continued service with the Company through the applicable vesting dates.
The foregoing summary of the provisions of the Offer Letter is qualified in its entirety by reference to the
Offer Letter, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Consulting Agreement with Timothy W. Baker
Cynosure entered into a consulting agreement on September 12, 2016 with Timothy W. Baker to provide transition services following his planned
retirement in November 2016 through March 31, 2017 (the Consulting Agreement). The Consulting Agreement provides for an hourly rate of $275.00 for consultation on transitional matters in accounting, finance and operations on an as
needed basis for Cynosure as mutually agreed by the parties.
The foregoing summary of the provisions of the Consulting Agreement is qualified in its
entirety by reference to the Consulting Agreement, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.