Exhibit 10.1
September 23, 2024
Mr. Darren Kozik
Dear Mr. Kozik:
Offer and Position
We are very pleased to extend an offer of employment to you for the position of Executive Vice President & Chief Financial Officer (EVP-CFO) for Enerpac Tool Group Corp., a Wisconsin corporation (the "Company"). This offer of employment is conditioned upon your satisfactory completion of certain requirements, as more fully explained in this letter. Your employment is subject to the terms and conditions set forth in this letter.
Duties
In your capacity as EVP & CFO, you will be responsible for providing leadership and critical control of all aspects of all Enerpac's finance functions. This position serves as a key strategic business partner to the President and Chief Executive Officer, the executive leadership team and board of directors. The CFO plays an important role leading the continued transformation of the company, helping to drive change, and participating in operational decision making. You will report directly to Paul Sternlieb, the Company's President and Chief Executive Officer ("CEO").
This position will play a key role in assessing strategic priorities as well as developing and implementing the company's strategic growth plan as a member of the Executive Team. From a functional perspective, you will be responsible for leading all aspects of the finance function, ensuring compliance with the standards required of Enerpac. You will provide leadership and guidance in all finance disciplines, including accounting and control; financial reporting; tax & treasury; capital markets; financial planning and analysis; risk management; and information technology. You will liaise on financial matters with both internal and external stakeholders, maintaining appropriate disclosure and effective and expeditious communications, while providing strong leadership to a team of finance and accounting professionals located across the globe.
You agree to devote your full business time, attention, and best efforts to the performance of your duties and to the furtherance of the Company's interests. Notwithstanding the foregoing, nothing in this letter shall preclude you from devoting reasonable periods of time to charitable and community activities, managing personal investment assets, and, with the prior approval of the Board, serving on other boards of directors.
Start Date
Subject to satisfaction of all the conditions described in this letter, your anticipated start date is October 28, 2024 ("Start Date").
Base Salary
In consideration of your services, you will be paid a base salary at a rate of $485,000 per year, subject to review annually, payable in accordance with the standard payroll practices of the Company and subject to all withholdings and deductions as required by law.
Annual Bonus
You will participate in the fiscal 2025 bonus program and will have an opportunity to earn a cash bonus (prorated from your Start Date through the end of fiscal year 2025) based on the achievement of the performance objectives established by the Board for our senior executive team members. For fiscal 2025, your annual target cash bonus will be 65% of your base salary. The final award will be subject to Board approval.
Equity Grants (LTI)
As a result of your acceptance of employment with the Company, and in recognition of the forfeiture of equity awards granted to you by your current employer that are scheduled to vest in more than six months, you will be granted an initial equity award of Restricted Stock Units (“RSUs”) with a grant date fair value of $475,000. These RSUs will be granted on the 15th of the month following next quarter end (December 15, 2024) in two (2) grants. The first Restricted Stock Units with a grant date fair value of $225,000, will have a two (2) year cliff vest subject to continued employment. The second Restricted Stock Units with a grant date fair value of $250,000, will have a three (3) year cliff vest subject to continued employment.
Your typical annual equity award will have an aggregate grant date fair value of $500,000 and will take the form of 50% RSUs and 50% Performance Shares. The Performance Shares and RSUs are generally granted in or around October, consistent with the Company’s normal schedule for equity award grants to senior executive officers.
Each equity grant will be priced based on the closing market price of the Company’s stock on that award’s grant date and will be subject to the terms and conditions of the Enerpac Tool Group Corp. 2017 Omnibus Incentive Plan (as amended and restated on November 9, 2020) and the specific award agreement for the grant.
Future Compensation
Adjustments for each full year of employment beginning in fiscal 2025 (prorated), your salary, target bonus, and grant date fair value of any equity award will be determined by the CEO and the Board at their discretion. Your next availability for a base salary merit increase will be January 2026, which will be pro-rated based on your start date.
Signing Bonus
You will be paid a signing bonus of $318,000 within 60 days of your start date to keep you whole from your walkway bonus at your current employer as well as equity loss vesting in the next six months. Should you voluntarily terminate (except for Good Reason as defined in the Company’s current Senior Officer Severance Plan (the “Senior Officer Severance Plan”), Article 1 – Definitions) your employment with the Company prior to the three-year anniversary of the Payment Date, you agree to repay the signing bonus per the following table:
| Length of Service | Repayment Percentage |
| Less than 1 year | 100% |
| Greater than 1 year but less than 2 years | 67% |
| Greater than 2 years but less than 3 years | 33% |
If you are obligated to repay the signing bonus, you agree to do so within 30 days following your termination. You hereby authorize the Company to immediately offset against and reduce any amounts otherwise due to you upon termination for any amounts in respect of your obligation to repay the signing bonus. Any disputes related to this provision shall be resolved subject to Article V, “Claims and Appeals Procedure” in the Senior Officer Severance Plan.
Executive Car Allowance
Enerpac’s executive car program entitles you to a monthly vehicle allowance of $1,350 per month. The allowance will be paid via payroll and will be subject to standard deductions.
Benefits and Perquisites
You will be eligible to participate in the employee benefit plans and programs generally available to the Company's senior executives, including group medical, dental, vision and life insurance, subject to the terms and conditions of such plans and programs. You will be entitled to paid vacation (20 days per calendar year, initially) in accordance with the Company’s policies in effect from time to time. You will also be entitled to the fringe benefits and perquisites available to other senior executive officers of the Company, each in accordance with and subject to the eligibility and other provisions of such plans and programs. The Company reserves the right to amend, modify, or terminate any of its benefit plans or programs at any time and for any reason.
Change in Control Agreement and Severance Plan
Effective on commencement of your employment you will be entitled to a Change in Control Agreement, similar in form to those in place for the Company’s other executive officers. Additionally, you will be entitled to participate in the Company’s Senior Officer Severance Plan.
Withholding
All forms of compensation paid to you as an employee of the Company shall be less all applicable withholdings.
Stock Ownership Requirements
As an EVP of the Company, you will be required to comply with the Company's stock ownership requirements applicable to executive officers, which require the EVP to maintain stock ownership equal in value to at least three times base salary within five years of the Start Date.
At-will Employment
Your employment with the Company will be for no specific period of time. Rather, your employment will be at-will, meaning that you or the Company may terminate the employment relationship at any time, with or without cause, and with or without notice and for any reason or no particular reason. Although your compensation and benefits may change from time to time, the at-will nature of your employment may only be changed by an express written agreement signed by an authorized officer of the Company.
ClawBack
Any amounts payable hereunder are addressed in and, to the extent legally permitted, subject to the Enerpac Tool Group Corp. Executive Incentive Compensation Recoupment Policy, the Enerpac Tool Group Corp. Dodd-Frank Clawback Policy, and/or the Enerpac Tool Group Corp. Management Incentive Compensation Recoupment Policy, as applicable and as may be amended from time to time. The Company and/or the Talent Development and Compensation Committee of the Board of Directors will make any determination for clawback or recovery in their discretion as applicable and in accordance with such policy and any applicable law or regulation.
Governing Law
This offer letter shall be governed by the laws of Wisconsin, without regard to any state’s conflict of law principles.
Contingent Offer
This offer is contingent upon: a) verification of your right to work in the United States, as demonstrated by your completion of an I-9 form upon hire and your submission of acceptable documentation (as noted on the I-9 form) verifying your identity and work authorization within three days of your Start Date, and b) completion of your background check and drug screening with results satisfactory to the Company. Moreover, in accordance with Enerpac’s Bylaws, the Talent Development & Compensation Committee’s Charter, and the relevant and applicable plan documents, your total compensation package including the initial equity grant is subject to Talent Development & Compensation Committee approval, and your appointment as an Executive Vice President is subject to Board approval. We will seek these approvals immediately upon your acceptance of the role, but we do not anticipate any issues.
Representations
By accepting this offer, you represent that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities, such as non-competition, non-solicitation, or other work-related restrictions imposed by a current or former employer. You also represent that you will inform the Company about any such restrictions and provide the Company with as much information about them as possible, including any agreements between you and your current or former employer describing such restrictions on your activities. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or any former employer to the Company without written authorization from your current or a former employer, nor will you use or disclose any such confidential information during the course and scope of your employment with the Company. If you have any questions about the ownership of documents or other information, you should discuss such questions with your former employer before removing or copying the documents or information.
Your employment is subject to the terms and conditions set forth in this letter, as well as final approval by the Board of Directors.
If you have any questions about the above details, please contact me. If the foregoing is acceptable, please sign below and return this letter to me. This offer is open for you to accept until September 25, 2024, at which time it will be deemed to be withdrawn.
Yours sincerely,
ENERPAC TOOL GROUP CORP.
By: /s/ Ben Topercer
Ben Topercer, EVP & CHRO
Acceptance of Offer
I have read, understood, and accept all the terms of the offer of employment as set forth in the foregoing letter. I have not relied on any agreements or representations, express or implied, that are not set forth expressly in the foregoing letter, and this letter supersedes all prior and contemporaneous understandings, agreements, representations, and warranties (including the Senior Officer Severance Plan to the extent inconsistent with this letter), both written and oral, with respect to the subject matter of this letter.
| By: /s/ Darren Kozik | Date: September 24, 2024 | |
| Darren Kozik |