Ortho Clinical Diagnostics
The amount of compensation levels is at management’s sole discretion and is contingent upon your individual performance, the performance of the Company, the performance criteria defined by the Company’s compensation plans, and your length of service during the performance year for which it is being granted. Compensation levels and incentive plans are subject to change at the Company’s discretion. All compensation and benefits referred to in this letter are subject to your continued employment and satisfactory job performance, conduct and attendance. All salary, PBP awards, bonuses, allowances, and other forms of compensation referred to in this letter will be considered normal income and will be subject to applicable Federal, State and Local income taxes, withholdings and deductions.
Long Term Incentive Plan
As soon as reasonably practicable following your start date, you will be granted an option (the “Options”) to purchase 250,000 ordinary shares of the Company, pursuant to the terms of the Company’s 2014 Equity Incentive Plan (the “Equity Plan”) and a separate stock option agreement (the “Option Agreement”). The per share exercise price of the Options is expected to be $20 per share, but will not be less than the fair market value of the shares on the date of grant. The Options will be subject to the terms of the Equity Plan and Option Agreement and, as will be set forth more fully in the Option Agreement, generally will vest (subject to continued employment on the applicable vesting date) as follows:
| | • | | 50% of the Options will vest in three (3) equal annual installments, subject to acceleration upon a liquidity event; and |
| | • | | 50% of the Options will vest at such time as the Company’s stock price reaches $32.50 (subject to adjustment for stock splits, etc.) and the Company’s principal shareholders have received cash proceeds from their investment in the Company equal to 2 times their invested capital, subject to acceleration upon a liquidity event if relevant performance targets are attained. |
Relocation & Relocation Stipend
As part of this offer, you agree to relocate to the New Jersey area within no later than six (6) months of hire. In accordance with your relocation, you will receive a total relocation stipend of $80,000, subject to all applicable taxes, to be paid out over four (4) equal installments, conditioned on your being employed by the Company as of the applicable payment date. You will receive the first payment of $20,000, subject to all applicable taxes, approximately six (6) months post hire, and will receive three (3) additional payments of equal value payable approximately every six (6 months), such that the total payable relocation stipend is $80,000, subject to all applicable taxes.
In the event that you resign from your employment, or your employment is terminated for cause within one year after your receipt of each relocation stipend, you will be required to repay the applicable relocation stipends in full within 30 days of such resignation or termination.
Vacation
You are entitled to five (5) Weeks of vacation. This year your total vacation and floating holiday entitlement will be based on your start date and will be pro-rated according to the Company’s current vacation and holiday policy. The granting of floating holidays is at management’s sole discretion and is announced annually. You will accrue vacation benefits upon hire at an accrual rate calculated based on your work schedule (i.e. the number of hours you work weekly).
Ortho Clinical Diagnostics | 1001 US-202 Raritan, New Jersey, United States 08869
