Agreements with Jacob Thaysen
(https://www.sec.gov/Archives/edgar/data/1110803/000095015723000929/form8-k.htm)
In connection with his appointment as Chief Executive Officer, the Company has entered into an offer letter with Mr. Thaysen, pursuant to which he will be entitled to:
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an annual base salary of $1,000,000;
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beginning in 2024, eligibility to participate in the Company’s annual variable compensation program, which is an “at-risk” cash bonus compensation program, at a target opportunity equal to 125% of his base salary;
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beginning in 2024, eligibility to receive annual equity awards with an aggregate grant date value of $10,000,000, and with the 2024 grant consisting of 70% performance stock units (“PSUs”) and 30% restricted stock units (“RSUs”), with all such annual grants subject to a one-year post-vesting holding period (other than for shares necessary to satisfy tax obligations);
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in order to compensate Mr. Thaysen for the bonus he will forgo at Agilent in order to join the Company, a one-time $500,000 cash payment, which will be subject to clawback in connection with certain terminations of Mr. Thaysen’s employment prior to the second anniversary of the Commencement Date;
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in order to compensate Mr. Thaysen for certain equity awards he will forfeit at Agilent in order to join the Company, a one-time grant of equity awards with an aggregate value of $3,500,000, of which 70% will consist of PSUs with the same vesting terms as applied to the relative total shareholder return PSUs granted to the Company’s executives in February 2023 and 30% will consist of RSUs vesting in three annual installments;
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in order to encourage Mr. Thaysen to immediately acquire and hold the Company’s stock and align his interests with those of the Company’s shareholders, a one-time grant of RSUs with a grant date value equal to the value of any shares of Company stock Mr. Thaysen purchases in the first 90 days following the Commencement Date, subject to a maximum of $1,000,000, with the RSUs vesting on the third anniversary of the grant date, subject to both Mr. Thaysen’s continued employment and continued holding of the purchased shares through such date;
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in order to ensure Mr. Thaysen’s presence at the Company’s headquarters, Mr. Thaysen will be provided a fixed monthly cash stipend of $15,000 until the earlier of (1) his relocation to the San Diego area and (2) June 30, 2024, which is intended to cover expenses incurred by Mr. Thaysen in connection with his travel to the San Diego area; and
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be eligible to participate in the Company’s benefit plans and programs as may generally be made available to other employees of the Company at his level.