Exhibit 10.8
JIM REID-ANDERSON
President and Chief Operating Officer
DADE BEHRING
DADE BEHRING INC. Tel: +1 (847) 267-5320
1717 Deerfield Road Fax: +1 (847) 267-1066
P.O. Box 778
Deerfield, IL 60015-0778
CONFIDENTIAL
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August 28, 2000
Mr. Jeff Naylor
7598 North Goodrich Square
New Albany
Ohio 43054
Dear Jeff:
It is a pleasure to extend an offer of employment on behalf of Dade Behring Inc.
I am pleased to offer you the position of Senior Vice President and Chief
Financial Officer, reporting directly to me.
The terms of your employment are as follows:
Your employment with Dade Behring will commence on October 2, 2000.
This position is located in Deerfield, Illinois.
Your starting annualized salary will be $385,000 (less required deductions).
You will be eligible to participate in the Dade Behring 2000 Management
Incentive Compensation Plan (MICP). Your MICP bonus target is 50% and maximum is
100% of your annual base salary. The 2000 MICP plan brochure is enclosed for
your reference. For 2000, your annual bonus will be prorated for the portion of
the year that you are employed by Dade Behring.
You will receive a hiring bonus of $163,000 (less required deductions, $100,000
net) payable January 1, 2001. The hiring bonus is taxable income to you and will
be reported on your W2. Please note that in the event you voluntarily resign
from the Company within twenty-four months of your hire date, you will be
required to repay your hiring bonus payment to the Company.
Mr. Jeff Naylor
Offer Letter
Page 2 of 4
You will also be eligible to participate in the Dade Behring long-term incentive
plan, the plan established by the Board of Directors for senior executives of
the company. Upon acceptance of this employment offer, Dade Behring will
recommend to the Board of Directors that you will be granted 275,000
non-qualified stock options with a strike price of $15.00 per share. This strike
price has been discounted by 10%/$1.55 from the company's June 30, 1999 share
repurchase price of $16.55. These options will vest over a five-year period in
20% increments. The first 20%/55,000 options will vest on July 1, 2001. You will
be provided with additional information, including a plan document and brochure
after formal approval by the Board.
As a member of the Executive Leadership Team, you will be eligible to
participate in Dade Behring's Executive Financial Planning and Legal Services
Program. This Program has been designed to provide you with comprehensive
individual financial consulting, personal tax return preparation assistance and
legal consultation services. The grossed up annual value of this benefit is
approximately $12,750 ($7,500 net) for Financial Planning and $4,250 ($2,500
net) for Legal Services. Attached for your reference is a summary of the
Program.
You will also be entitled to a car allowance of $1,000 per month.
You will be eligible for four weeks of vacation annually under Dade Behring's
executive vacation program.
You will be relocating to the Deerfield, Illinois area and will be entitled to
Dade Behring's executive relocation package. As an exception, your temporary
apartment may be extended up to nine months. All relocation activity should be
completed within one year of the effective date in your new position, however,
Jeff, you and I will assess your relocation status at the one year point and
decide on appropriate next steps. Due to the considerable expenses Dade Behring
incurs when a relocation occurs, you will be required to sign a Relocation
Repayment Agreement. A copy of the program and the relocation repayment
agreement are enclosed for your review.
You and your dependents will be eligible to participate in the various Dade
Behring employee benefit plans. A benefits overview brochure is enclosed for
your review. You will receive Dade Behring Employee Benefit Program enrollment
information from the Employee Benefits Center within one month of your start
date. Should you choose to elect health insurance coverage, it will be effective
on the first of the month following thirty days of employment. Our Human
Resources staff is available to assist you with any questions you may have in
the interim.
This offer, if accepted, would create an employment-at-will relationship between
you and Dade Behring. It is not intended nor should it be construed as a
contract of continued employment.
Mr. Jeff Naylor
Offer Letter
Page 3 of 4
This employment offer is subject to your compliance with the following
requirements. Please read these carefully and contact Kathy Kennedy, Director,
Corporate Human Resources at 847-267-5352 if you need further clarification.
1. Employment Agreement - We are offering you a position of trust which requires
the maintenance of confidence. Therefore, it will be necessary for you to
execute an employment agreement prior to commencing employment.
2. Employment Eligibility Verification (Form I-9) - All employees are required
to prove their eligibility to work in the United States as required by the
U.S. Immigration Law. Please complete section 1 of the enclosed form I-9. The
reverse side of the I-9 form lists documents which are acceptable to prove
your eligibility to work in the United States.
3. Pre-Employment Drug Screening - Your employment offer is contingent upon
passing a confidential urine drug screening. Enclosed is information on where
you should go to have this done and what information will be requested of
you. Take the chain of custody form provided and a picture ID with you to the
clinic. Upon acceptance of this offer, your drug screen must be completed
within two business days.
4. Employment Application - A completed Dade Behring application is required of
every employee. Please complete the enclosed application, if you have not yet
done so, and return it as soon as possible.
5. Reference Check Release - Your employment offer is contingent upon positive
review of your references. This may include verifying and investigating
educational, employment, financial, and criminal history. Please complete the
enclosed release and return it as soon as possible.
Upon acceptance of our employment offer, Kathy Kennedy, Director Human Resources
will contact you directly to provide you with pertinent information regarding
the above as well as any questions you may have relative to the hiring process.
Jeff, we are delighted that you will be joining our professional "Dade Behring
team" as Senior Vice President and Chief Financial Officer. To indicate your
acceptance of this offer, please sign the original letter in the space provided
and return it along with a copy of the other documents listed above in the
envelope provided.
Mr. Jeff Naylor
Offer Letter
Page 4 of 4
Once again, congratulations! We look forward to receiving your reply as soon as
possible.
Sincerely,
/s/ Jim Reid-Anderson
Jim Reid-Anderson
President & Chief Operating Officer
c.c. Rob Maple
Senior Vice President, Human Resources
Enclosures
I acknowledge and accept this offer.
/s/ Jeffrey G. Naylor 8/31/00
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Signature Date