Mr. Carl Raimond
Dear Carl Raimond,
We are very excited about you joining Thermo Fisher Scientific Inc. following the expected consummation of our acquisition of Olink. This letter is intended to clarify provisions of your employment with us that will only become effective as of the date Olink becomes a wholly-owned subsidiary of Thermo Fisher Scientific Inc., or such earlier date that is determined by Thermo Fisher (the “Closing”). This letter agreement supersedes the offer letter executed by you and Olink Proteomics, Inc (“Olink), dated as of June 24, 2020, as amended through the date hereof.
Effective on the Closing, you will serve as the President – Proteomics Sciences, a business unit in the Life Sciences Group of Thermo Fisher Scientific Inc. (hereinafter referred to as “Thermo Fisher” or the “Company”). This role is based in Massachusetts.
Your Compensation:
Salary: Your annual salary will be $525,000 effective as of the Closing, payable in regular installments consistent with current payroll practices at Olink.
Annual Bonus Plan: Effective upon the Closing, your annual bonus at target will be 75% of your base salary. In 2023 and 2024, you will continue to participate in Olink’s annual bonus plan.
In 2025, you will be eligible to participate in the Company’s annual incentive plan (AIP), which provides you the opportunity to earn additional compensation based upon business and individual performance. Your bonus at target will be 75% of your base salary and is subject to a multiplier of 0-2 times based on a combination of subjective and objective factors. To be eligible for a bonus payment, you must be actively employed at the time the bonuses are paid (which is usually March of the year following the plan year). The AIP structure (including business and individual performance measures) are aligned with Thermo Fisher’s pay for performance compensation philosophy.
Retention Equity Award: As outlined in the separate retention bonus agreement provided to you, as soon as administratively feasible following the Closing, a recommendation will be made to the appropriate committee of the Company’s Board of Directors to approve the issuance of an equity award of time-based restricted stock units with a calculated value of $2,000,000 (the “RSUs”).
Annual Equity Program: In 2024, depending upon the date of Closing, you will receive a Long-Term Incentive grant either through the Olink Long-Term Incentive Plan or the Thermo Fisher Long-Term Incentive Plan.
In 2025, you will also be eligible for consideration for additional stock grants annually beginning in the 2025 annual compensation planning cycle. Our annual equity awards for executives generally consist of stock options, time-based restricted stock units, and performance-based restricted stock units (PRSUs).
The stock options will be granted at a price that approximates market value on the date of grant. The options are eight-year options and will vest 25% each year on the anniversary of the grant date over a four-year period. Vested options are exercisable at any time during the remainder of their eight-year term.
The restricted stock units vest over a 3½ year period, with 15% vesting six months following the grant date, and 25%, 30% and 30% vesting 18 months, 30 months, and 42 months following the grant date, respectively. The underlying shares will be delivered to you in an account with Fidelity Investments shortly after vesting, subject to statutory withholding requirements.
The performance-based restricted stock units are measured against predetermined performance metrics after one year, and at that time the number of PRSUs are adjusted by a multiplier of 0% to 200%. These adjusted PRSUs vest over a 3-year period, 33% each year.
All equity awards are subject to the Board’s final determination of equity award types, mix and terms as well as all the terms and conditions of the applicable agreements and accompanying documents, which will be given to you subsequent to the approval of the grants.
