Atrion Corporation (NASDAQ:ATRI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 14, 2017, the Board of Directors of Atrion Corporation (the “Company”), on the recommendation of the Compensation Committee of the Board of Directors (the “Compensation Committee”), approved the adoption of the Atrion Corporation Nonqualified Deferred Compensation Plan (the “Plan”), effective as of September 1, 2017. The Plan is an unfunded deferred compensation plan under which a select group of our management or highly compensated employees, including our executive officers (the “Participants”), may elect to defer their compensation.

Each Participant may elect to defer a portion of his or her cash compensation that will be credited to the Participant’s bookkeeping account under the Plan, adjusted for any notational gains or losses attributable to the hypothetical investments selected by the Participant from those made available from time to time under the Plan. Each Participant will be 50% vested in his or her deferrals and any deemed earnings thereon. The Company will not make any matching or discretionary contributions under the Plan.

Under the Plan, the Company will be obligated to make payment at a future date of the deferred compensation credited to the Participant’s bookkeeping account, adjusted for gains or losses from the hypothetical investments selected by the Participant. With certain exceptions, deferred compensation obligations will be paid upon: (a) a fixed payment date as selected by the Participant; (b) a Participant’s separation from service with the Company and its affiliates; (c)the date of the Participant’s death; (d) the Participant’s disability; or (e) the date on which a change in control occurs, as defined in the Plan. These obligations are unfunded, unsecured general obligations of the Company. Depending upon the payment election made by the Participant, payments will be distributed in the form of a lump sum or in installments.

The Plan is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and will be administered by the Compensation Committee.

The foregoing description of the Plan is qualified in its entirely by reference to the full text of the Plan which will be filed with the Company’s Form 10-Q for the quarter ending September 30, 2017.

About Atrion Corporation (NASDAQ:ATRI)

Atrion Corporation (Atrion) is engaged in developing and manufacturing products, primarily for medical applications. The Company’s medical products range from fluid delivery devices to ophthalmic and cardiovascular products. Its fluid delivery products include valves that promote infection control and needle safety. It has developed a range of valves designed to fill, hold and release controlled amounts of fluids or gasses on demand for use in various intubation, intravenous, catheter and other applications in areas, such as anesthesia and oncology. Its cardiovascular product, MPS2 Myocardial Protection System (MPS2), is the system used in open-heart surgery that delivers fluids and medications, mixes critical drugs and controls temperature, pressure and other variables. Atrion is a manufacturer of specialized medical devices that disinfect contact lenses. Its other medical and non-medical product lines consist of instrumentation and associated disposables.