August 1, 1996
James Reid-Anderson
1160 North Sheridan Road
Lake Forest, IL 60045
Dear Jim:
I am pleased to offer you the position of Executive Vice President and Chief
Financial Officer for Dade International Inc.
In this position, you will report directly to me and will be responsible for the
corporate-wide management of the financial function as well as serve as a member
of Dade's leadership team. My careful consideration of your requests and
suggestions is reflected in the terms of employment offered here:
1) Your annual salary will be $330,000 per year. Your start date will be as
soon as possible and mutually agreed upon. It will not be later than
September 15, 1996.
2) You will participate in the 1996 Management Incentive Compensation Plan.
Your target bonus will be 45% of your annual salary ($148,500). For 1996 a
minimum of $148,500 will be paid. The maximum payout in future years under
this plan is 230% of your target bonus or $341,550. Overachievement is
based on both company and individual performance. Your overachievement for
1996 will be prorated based on months of service. Specific details and a
plan document will be available following the Board of Directors' approval
of the 1996 Management Incentive Compensation Plan which is in process.
3) You and your dependents will be eligible to participate in the various Dade
employee benefit plans. You will also be eligible to participate in the
Dade retirement plans consistent with Dade policy.
4) As a senior executive of the Company, you will also be eligible to
participate in Dade's supplemental pension and 401 (K) programs.
5) You will be eligible for Dade's executive physical and vacation programs as
defined in corporate policy.
6) Your office will be in the headquarters building located at 1717 Deerfield
Road, Deerfield, Illinois.
7) You will be eligible to participate in Dade's Long-Term Incentive Plan
("LTI"). This is the equity plan established by the Board of Directors for
the senior executives of Dade International. As we have discussed, and as
I hope has been echoed by the team and our shareholders, we truly believe
the Dade platform offers the opportunity for substantial rewards. As a
senior executive, your participation in the LTI will include the
opportunity to invest directly in Dade stock instruments as follows:
I. Purchased Equity
Grant Price/Share Cost
-------------------------------------------------
Common L 400 $44.00 $17,600
Common 3,600 $ 4.00 $14,400
Up Front Investment $32,000
II. Stock Options
Grant Price/Share
-------------------------------------------------
Time Options 47,000 $ 4.00
Performance Options
Tranche I 11,000 $ 7.00
Tranche II 11,000 $16.00
Notes:
A. 40,000 time options vest on 12/31/96, or upon the sale of the company
before a public offering.
B. 7,000 time options vest 20% per year starting on May 7, 1997.
C. If there is no public market for the shares, and employment is
terminated for any reason other than cause, all vested stock will be
subject to policy as stated in the Dade Long-Term Incentive Plan.
8) Should you be involuntarily terminated for any reason other than material
dishonesty or material gross misconduct, the company will provide to you
salary continuation for a period of either 18 months or until you secure
another position, whichever comes first.
Consistent with Dade's employment policies, this offer is contingent upon you
completing the formal application of employment, appropriate background check
and passing a drug screening test.
Jim, I am delighted by the prospect of having you as a part of my management
team. We have a once in a lifetime opportunity to build a truly great company
while achieving significant personal rewards. Your talents and energy will make
a significant difference for Dade International. I look forward to you joining
the team.
Best regards,
/s/Scott T. Garrett
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Scott T. Garrett
P.S.: Your early response and commitment would be greatly appreciated. I would
like to inform the Board of your decision on Friday. I will make sure that
confidentiality is maintained.
I accept this offer:
/s/James Reid-Anderson August 2, 1996
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James Reid-Anderson Date