12930 Interstate 10 West San Antonio, TX 78249 USA t: 800 ###-###-#### | e: ***@*** | acelity.com

November 21, 2014

 

Gaurav S. Agarwal

5851 Garden Oak Cove

Memphis, TN 31820

 

Dear Gaurav:

 

It is my pleasure, on behalf of KCI USA, Inc. (“KCI” or the “Company”), to present you with the following offer of employment for the position of Group President, Businesses and Innovation based out of our Bridgewater, New Jersey office.  You will be reporting to Joe Woody, President and Chief Executive Officer and your start date is currently to be determined. Please note that this offer is contingent upon successful completion of our screening process, which includes, but may not be limited to, background and reference checks, drug screening and verification of your eligibility to work in the United States.

Below is an outline of the compensation package designed for you, as well as a summary of selected benefits.

 

 

Base Salary: You will be paid a bi weekly base salary of $23,076.93 every other Friday, which equates to $600,000 annually. Your employment status will be classified as a regular, full-time exempt employee.

Your position is eligible for participation in the Executive Equity Incentive Plan maintained by KCI’s parent, Chiron Guernsey Holdings L.P. Inc. You will be recommended for a long term incentive award in the form of 2,000,000 Profits Interest Units (“PIUs”), subject to vesting conditions described therein.   These PIUs are issued by Chiron Guernsey Holdings L.P. Inc., the private equity partnership that owns KCI. As discussed with you, the PIUs represent a participation in the appreciation of the value of the partnership over time.  The PIUs, when issued, will have a base distribution threshold based on the value per Class A unit of the partnership on the date of grant (similar to an option exercise price).  As such, the PIUs will have no value on the date of grant but will, over time, increase in potential value if the partnership increases in value.  50% of the Profits Interest Units will be time vesting units, with 25% of the time vesting units to cliff vest on the first anniversary of grant and the remaining 75% to vest ratably on a quarterly basis over 36 months; and 50% of the Profits Interest Units will vest based on achievement of certain investment milestones for the parent company.  More information on the PIU award will be provided to you separately upon approval of your grant by the compensation committee.

Time away, for your grade, is a self-managed program offering Team Members significant flexibility in managing personal time off.  With this approach, vacation days are not allotted, tracked or banked and as such, scheduling time off need only be coordinated with your direct supervisor.  The program is subject to state laws which may have different requirements.  Your Human Resources representative can provide more details.

 

You are eligible to participate in most benefits plans as of your date of hire.  For employees of both KCI and LifeCell, this includes KCI’s sponsored health plans, flexible spending accounts and supplemental life insurance plans.  In addition, KCI provides short and long-term disability coverage, basic life insurance coverage and an Employee Assistance Program at no cost to you.

 

After completing 30 days of full time employment and meeting all eligibility requirements, you will automatically be enrolled in the pre-tax 401(k) Plan at 3% of your base pay.  This plan provides for a $1 for $1 match up to the first 6% with an annual limit of $8,000.

You are also eligible for $5,000 annual reimbursement for Financial Planning and Tax services.

By virtue of your new role, it will be necessary for you to sign several agreements as a condition of your employment, including but not limited to the following:

Arbitration Policy Statement, Non-Compete Agreement, Confidentiality Agreement, Invention Assignment Agreement, and completion of a Form I-9 establishing your eligibility to work in the United States under the federal Immigration Reform and Control Act.  The agreements listed above will be provided for your review and signature. These agreements must be completed and submitted prior to beginning employment.

 

Gaurav, these are exciting times at KCI and we are looking forward to your contributions as we grow.  However, we recognize you retain the option, as does KCI, of ending your employment with KCI at any time, with or without notice and with or without cause.  As such, your employment with KCI is considered at-will and neither

this letter, nor any other oral or written representations may be considered a contract for employment with KCI for any specific period of time.

 

This letter serves to establish the entirety of your employment relationship with KCI and its subsidiaries, and supersedes any previous understanding that may have been implied or expressed, either verbally or in writing, by any representative of the Company.   This offer is valid for five business days from the date of receipt.

 

Upon electronic acceptance of this offer, KCI will prepare a New Hire e-mail with a link to KCI’s Onboarding New Hire Portal that will allow you to complete many of your New Hire tasks including your Benefits Enrollment paperwork, Federal W-4 form, Direct Deposit Authorization and most of the KCI Agreements.

 

Should you have any questions or require clarification on any aspect of this offer, please do not hesitate to contact me at ###-###-####.

 

I hope you are as excited at the prospect of joining KCI as we are at having you as part of the team!

 

 Sincerely,

 

Gregory Kayata

Senior Vice President, Human Resources

 

cc:  Joe Woody