August 20, 2024
Steve Cashman
Dear Steve,
Pending approval from Butterfly Network’s Compensation Committee, we are pleased to offer you a position of Executive Vice-President, Chief Business Officer as soon as practical. You will report to Joe DeVivo, Chief Executive Officer.
Your annualized compensation in this position will consist of an annual base salary of $525,000 paid in biweekly pay periods, less required deductions.
You are eligible to receive an annual discretionary bonus with a target of 70% based on goals, objectives, and performance metrics to be determined by Butterfly Network’s management, prorated for 2024. It will be a condition of your eligibility to receive any bonus that you remain employed with Butterfly Network through the scheduled date of payment of such bonus.
In addition to the outlined cash compensation, you will receive 1,000,000 restricted stock units (RSUs) of Butterfly Network, that will be subject to (i) the approval of Butterfly Network’s Compensation Committee of the Board of Directors, (ii) the terms and conditions of a grant agreement entered into by you and Butterfly, and (iii) your continued service with the Company. Your RSUs will vest over a three-year period.
You will also receive 1,000,000 performance share units (Initial PSUs) subject to vesting upon the achievement of specified performance metrics described in this paragraph. The Initial PSU Grant shall vest as follows: 1/3 shall vest upon the achievement of a price for the Common Stock (the “Share Price”) equal to or exceeding $2.00 per share, 1/3 shall vest upon the achievement of the Share Price equal to or exceeding $3.00, the final 1/3 shall vest upon the achievement of the Share Price equal to or exceeding $4.00, in each case, the closing stock price for 20 consecutive trading days (each, a “20-Day Consecutive Share Price”) must equal or exceed the Share Price targets, and provided such Share Price is achieved prior to the fifth (5th) anniversary of the grant date of such Initial PSU Grant (each, an “Initial PSU Grant Vesting Date”). Notwithstanding the foregoing or any provision in the Agreement or 2020 Plan to the contrary, in the event of a Change of Control prior to an applicable Initial PSU Grant Vesting Date, the portion of the Initial PSUs that have achieved the applicable Share Price targets set forth in the Initial PSU Grant shall vest in accordance with the achievement of the applicable 20-Day Consecutive Share Price as described in this paragraph, except the applicable price per share in the applicable Change of Control transaction, as determined by the Board in its discretion, shall be substituted for the applicable 20-Day Consecutive Share Price to determine the number of Initial Grant PSUs that shall vest upon such a Change of Control. For the avoidance of doubt, any Initial PSUs that have not vested in accordance with this paragraph by such Change of Control shall be forfeited. The Executive must continue to have a service relationship with the Company on the applicable vesting dates to vest in any shares in the Initial Equity Grants. This is a summary only. The Initial Equity Grants shall be subject to, and governed by, the terms and conditions of the Company’s 2020 Equity Incentive Plan, as may be amended or restated from time to time (the “2020 Plan”), and the applicable equity award agreements (collectively, the “Equity Documents”).
You will receive a one-time taxable payment of $150,000.00 in your first payroll check, as a sign on bonus. The sign-on bonus is not earned unless or until you have remained employed for 12 months from the start date. Such payment will be recoverable in full by the company in the event you voluntarily terminate your employment prior to 12 months from your start date (whether such voluntary termination occurs on, before, or after your start date).
You will be based out of your home office in Ohio.
