ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC
EXHIBIT 99.2
April 7, 2022
Michael Schlesinger
Re: Restricted Stock Unit Agreement and Option Agreement Amendment
Dear Michael:
Reference is made to those certain option award agreements (the “Option Agreements”) between you and Ortho Clinical Diagnostics Holdings PLC (f/k/a Ortho-Clinical Diagnostics Bermuda Co. Ltd.) (the “Company”), pursuant to which you were granted options to purchase shares of Company common shares (“Options”) under the Company’s 2021 Incentive Award Plan (the “2021 Plan”) and the Company’s 2014 Equity Incentive Plan (the “2014 Plan” and, together with the 2021 Plan, the “Plans”). Capitalized terms not otherwise defined herein have the meaning set forth in the Option Agreements. Notwithstanding the terms of the Option Agreements, this letter hereby amends the Option Agreements to provide for the following:
Except as described above, all other terms and conditions of the Option Agreements remain unchanged. This letter, the Plans, and the Option Agreements (each such agreement as modified by this letter) constitute the entire agreement between you and the Company regarding the Option Agreements, and supersede in
ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC
their entirety all prior undertakings and agreements between you and the Company regarding the Option Agreements.
To accept the amendment to the Option Agreements as described in this letter, please sign and date this letter where indicated below and return a copy to the Company.
If you have any questions, please do not hesitate to contact me.
Sincerely,
Ortho Clinical Diagnostics Holdings plc
/s/ Joseph M. Busky
Name: Joseph M. Busky
Title: CFO
Agreed and Accepted:
/s/ Michael Schlesinger
Name: Michael Schlesinger
Date: April 7, 2022