Offer Letter, dated November 11, 2024, between Azenta, Inc. and Lawrence Lin

1.

Your anticipated start date shall be on or about November 13, 2024.

2.

Your primary office will be located at the Company’s corporate headquarters in Burlington, Massachusetts. You will also be expected to travel to the Company’s other global locations as appropriate.

3.

Your base salary will be set at $540,000 annually and paid biweekly. Subsequent salary reviews for executive positions are normally conducted annually and any adjustments become effective in January. Your base salary will first be reviewed after the completion of fiscal year 2025.

4.

You are eligible to participate in the annual Incentive Compensation Plan (ICP) for FY 2025 (plan year beginning October 1, 2024), with an annual target of 80% of base salary. Payment of variable compensation is subject to meeting aggressive but achievable corporate financial goals and individual performance for the corresponding fiscal year. For the FY 2025 stub year, your earned salary will be used to calculate your ICP payout.

5.

Subject to final Board approval, you will be a participant in the Company’s Long Term Incentive Plan (LTIP) for the FY 2025-2027 period. This grant will have a value of $1,998,000 of which 50% of the value will be provided as performance share units (PSUs) and 50% in time-based restricted stock units (RSUs) that will vest annually over three years on a pro-rata basis from the grant date. You will be eligible for any subsequent LTIP grants as approved by the Board as part of our annual stock grant allocation.

6.

In recognition of your 2024 performance bonus you will be forfeiting with your current employer, Azenta:

6.1.

Will pay you a new hire cash bonus in the amount of $250,000 payable soon after your start date. This bonus will be subject to a claw back of 100% of the amount paid if you voluntarily resign without Good Reason within the first year of your hire date and 50% of the amount paid if you voluntarily resign within the second year of your tenure.

6.2.

Additionally, subject to final Board approval, you will be eligible for a separate equity grant of $250,000 (the “Make-Whole Award”) consisting of 100% time-based RSUs that will vest 50% on each of the first two anniversary dates of your hire, subject to a continuing service requirement.

7.

The following is the basis for severance eligibility in the unlikely event we separate our employment relationship.

●

If you voluntarily terminate employment without Good Reason or Azenta terminates your employment with Cause, the Company will provide you with your pro-rata base salary up to your termination date.

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If Azenta terminates your employment without Cause (other than in connection with death or disability) or for Good Reason unrelated to a Change in Control, you will be eligible for salary continuation payments at your then current base salary for a period of twelve months from your termination date. In addition, you will continue to be covered under the Company’s medical, dental and vision plans at the same contribution level as current active employees while you are receiving salary continuation payments. Further, the portion of the Make-Whole Award, that is scheduled to vest in the twelve-month period immediately following such termination date, shall immediately become fully vested. Any such severance benefits will be conditioned upon your signing the Company’s customary Separation Agreement and Waiver of Claims. In addition, you cannot terminate employment for Good Reason unless you have provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days of the initial existence of such grounds and the Company has had thirty (30) days from the date on which such notice is provided to cure such circumstances. If you do not terminate employment for Good Reason within forty-five (45) days of the expiration of the applicable cure period, then you will be deemed to have waived the right to terminate for Good Reason with respect to such occurrence.

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If, within one year following a Change in Control, if your employment is terminated without Cause (other than in connection with death or disability) or you terminate your employment for Good Reason, you will be eligible for a lump sum payment equal to 1x your then current annual base salary and a pro-rated bonus for the year in which the termination occurs. In addition, the Company shall continue to be covered under the Company’s medical, dental and vision plans at the same contribution level as current active employees for a period of two years from such termination. Any payment of the foregoing amounts will be conditioned upon your signing the Company’s customary Separation Agreement and Waiver of Claims.

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For purposes of Section 409A of the Internal Revenue Code (“Section 409A”), each installment of salary continuation or other payment shall be deemed to be a “separate payment” (within the meaning of Section 409A), and each payment shall be deemed exempt from the definition of nonqualified deferred compensation to the fullest extent possible under the short-term deferral exception and the involuntary separation pay exception of the Section 409A regulations. The Company’s obligations with respect to salary continuation and other separation payments shall also comply with the rules and regulations regarding the timing of such payments for “specified employees.”

(i)

A “change in ownership” of the Company shall occur on the date that any one person, or more than one person acting as a group, acquires equity interest of the Company that, together with the equity interest held by such person or group, constitutes more than fifty percent (50%) of the total voting power of the Company, provided, however, that it shall not be considered a Change in Control if one or more of the members in the Company as of the date of this Agreement acquire additional equity interest in the Company.

(ii)

A “change in the ownership of substantial assets” of the Company shall occur on the earlier date that: (x) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; and (y) the Company undergoes a merger, reorganization or other consolidation in which the members representing all of the voting power of the Company immediately prior to such merger, reorganization or consolidation own less than 50% of the surviving entity’s voting power immediately after the transaction.

8.

You will be eligible for our Company sponsored benefit plans. Azenta currently pays a majority (approximately 70%) of the cost of medical, dental and vision insurance and 100% of the cost of life and disability insurance. The Company also offers a 401(k) savings and retirement plan with a 4.5% company match, an Employee Stock Purchase Plan with a minimum 15% discount, a non-qualified Deferred Compensation Plan, and a Flexible Leave time off policy. Enclosed is a summary of these plans.

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Olga Pirogova SVP, CHRO