The summary of the Rittenmeyer Agreement contained herein is qualified in its entirety by reference to the full text of the Rittenmeyer Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein in its entirety.
Saumya Sutaria
In connection with Dr. Sutaria’s promotion, on August 31, 2021, Dr. Sutaria entered into an amended and restated employment agreement (the “Sutaria Agreement”) with the Company. The Sutaria Agreement provides that Dr. Sutaria will serve as the Chief Executive Officer of the Company for an initial term commencing on the Effective Date and concluding December 31, 2025, and the same will be automatically extended for successive one-year terms upon the expiration of the then-current term unless either party provides not less than 180 days’ notice of his or their intention not to renew (the “Sutaria Term”), subject to earlier termination in accordance with the terms of the Sutaria Agreement. Dr. Sutaria will continue to serve as a member of the Board during the Sutaria Term. The Sutaria Agreement provides that Dr. Sutaria will initially receive an annualized base salary of $1,200,000 and will be eligible to earn an annual incentive bonus with a target amount equal to no less than 125% of his base salary under the AIP. Commencing with the 2022 fiscal year, Dr. Sutaria will also receive annual awards of equity and other long-term incentive awards, which will vest on the same basis as equity and other long-term incentive awards granted to similarly-situated executives of the Company.
If Dr. Sutaria’s employment is terminated without “cause” (including as a result of the Company’s election not to renew the Sutaria Agreement) or Dr. Sutaria voluntarily resigns with “good reason” (each as defined in the Sutaria Agreement) more than six months prior to, or more than two years following, a “change of control” (as defined in the Company’s Executive Severance Plan), Dr. Sutaria will (in addition to any accrued compensation, benefits and expense reimbursements through the applicable termination date) be eligible to receive, subject to his execution of a release of claims in favor of the Company: (1) payment of any earned but unpaid AIP bonus for the year prior to the year in which the termination of employment occurs, (2) a pro-rata AIP bonus for the year in which the termination of employment occurs based on actual performance, (3) two and one-half times the sum of base salary plus target AIP bonus paid over two and one-half year period following the termination date, (4) accelerated vesting of all outstanding unvested equity and other long-term incentive awards, and (5) continued coverage under the Company’s health and welfare plans during the two and one-half year period following the termination date.
If Dr. Sutaria’s employment is terminated without cause (including as a result of the Company’s election not to renew the Sutaria Agreement) or Dr. Sutaria voluntarily resigns with good reason within six months prior to, or within two years following, a change of control, Dr. Sutaria will (in addition to any accrued compensation, benefits and expense reimbursements through the applicable termination date) be eligible to receive, subject to his execution of a release of claims in favor of the Company: (1) payment of any earned but unpaid AIP bonus for the year prior to the year in which the termination of employment occurs, (2) a pro-rata AIP bonus for the year in which the termination of employment occurs based on actual performance, (3) three times the sum of base salary plus target AIP bonus paid in single lump-sum, (4) accelerated vesting of all outstanding unvested equity and other long-term incentive awards, and (5) continued coverage under the Company’s health and welfare plans during the three year period following the termination date.
If Dr. Sutaria’s employment is terminated as a result of Dr. Sutaria’s death or “disability” (as defined in the Sutaria Agreement), Dr. Sutaria will (in addition to any accrued compensation, benefits and expense reimbursements through the applicable termination date) be eligible to receive: (1) payment of any earned but unpaid AIP bonus for the year prior to the year in which the termination of employment occurs, (2) a pro-rata AIP bonus for the year in which the termination of employment occurs based on actual performance, and (3) accelerated vesting of all outstanding unvested equity and other long-term incentive awards.
In the event Dr. Sutaria elects not to renew the Sutaria Agreement upon the expiration of the Term, Dr. Sutaria will (in addition to any accrued compensation, benefits and expense reimbursements through the applicable termination date) be entitled to continued vesting of all equity-based awards granted during the Term during the two and one-half year period following the Term as if Dr. Sutaria had remained employed by Company, subject to his execution of a release of claims in favor of the Company and continued compliance with the restrictive covenants set forth in the Sutaria Agreement (as summarized below).
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