8-KLeadership ChangesExhibits & Filings

INTUITIVE SURGICAL INC 8-K Report, Executive Changes (Dec 2, 2008)

Filed December 2, 2008For Securities:ISRG

Summary

Intuitive Surgical, Inc. (ISRG) filed an 8-K report on December 2, 2008, announcing the adoption of its Severance Plan by the Board of Directors on December 1, 2008. This plan is designed to provide severance benefits to eligible employees, including executive officers, in the event of an involuntary separation from service within 12 months following a change in control of the Company. The Severance Plan outlines specific benefits such as a cash payment based on base compensation and years of service (capped at 12 months), six months of COBRA premium coverage, and 100% vesting of outstanding unvested equity awards. Importantly, the plan includes a provision to reduce payments if they would trigger excise taxes under Section 4999 of the Internal Revenue Code, aiming to ensure the employee receives the maximum net after-tax benefit. This filing is primarily informational regarding executive and employee compensation policies.

Key Highlights

  • 1Intuitive Surgical adopted a Severance Plan effective December 1, 2008.
  • 2The plan provides benefits to eligible employees upon an involuntary separation after a change in control.
  • 3Benefits include a cash severance payment, COBRA premium coverage, and accelerated equity vesting.
  • 4Cash severance is calculated as six months of base compensation plus one month per year of service, capped at 12 months.
  • 5COBRA coverage will be provided for six months.
  • 6All outstanding unvested equity awards will vest 100% upon a qualifying termination.
  • 7The plan includes provisions to limit payments to avoid excise taxes under Section 280G of the IRC.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the adoption of Intuitive Surgical's Severance Plan by its Board of Directors on December 1, 2008. This plan outlines the benefits employees would receive in specific circumstances related to a change in control.

All eligible employees who have been employed by the Company for at least six months prior to their separation from service date are eligible. This includes executive officers.

Severance benefits are triggered by an involuntary separation from service that occurs within 12 months after a change in control of the Company.

Severance payments consist of a cash payment equal to six months of the eligible employee's base compensation (base salary and target bonus) plus an additional one month of base compensation for every year of service. This total severance payment is capped at a maximum of 12 months of base compensation.