Cepheid Executive Employment Offer Letter to James Post (2013)

WWW.CEPHEID.COM

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Summary

Cepheid has offered James Post the position of Executive Vice President of North American Commercial Operations, starting January 2, 2014. The agreement outlines his salary, sign-on bonus, incentive plan, relocation and living expense support, stock options, and restricted stock units, as well as standard benefits and paid time off. Mr. Post must sign confidentiality and invention assignment agreements and will be an at-will employee. If he resigns within certain periods, he must repay some bonuses and moving expenses. The offer is contingent on approval of equity grants by the Compensation Committee.

EX-10.28 4 d658346dex1028.htm EX-10.28 EX-10.28

Exhibit 10.28

November 11, 2013

Mr. James Post

22 Hearthstone Drive

Brookfield, CT 06804

Dear Jim:

I am very pleased to confirm our offer of employment with Cepheid (the “Company”), as the Executive Vice President of North American Commercial Operations reporting to John L Bishop, Chairman & CEO, with a target start date of January 2, 2014. This is an exceptional opportunity and I am confident that your leadership will take the Commercial team’s performance to higher levels. The terms of our offer are as follow:

Starting Salary: Your starting bi-weekly salary will be $16,346.16, which is the equivalent of $425,000.16 on an annual basis, and will be subject to annual review.

Sign-On Bonus: In addition to your starting salary, the Company is offering you a sign-on bonus of $148,000 (subject to applicable taxes and deductions) in consideration for the annual bonus j that you will forfeit at Alere. This bonus will be payable within two weeks of your start date. Should you voluntarily resign your position with the Company within twelve (12) months of your employment start date, you will be required to repay these monies on a pro-rata basis within one month of the date your employment terminates. The Company shall have the right to offset such amounts against other payments due to you that are not wages (e.g., expense reimbursements, etc.).

Corporate Incentive Plan: You will have the opportunity to earn up to 60% of your base salary as a target bonus to be paid upon the financial performance of the Company, with Plan participation commencing on January 1, 2014. You will receive documentation regarding the Company’s Corporate Incentive Plan upon your start date. As agreed, for the 2014 performance period, your target bonus will be guaranteed to pay out at target as a minimum.

Change of Control: The Company will offer you the change of control benefits detailed in Exhibit ‘A’, effective with your date of hire.

Local Living Expenses: During the first 12 months that you will be commuting from Connecticut to Sunnyvale, California, the Company will provide a furnished one-bedroom apartment in the Sunnyvale area (rent plus utilities not to exceed $3500 per month) until you complete your relocation or 24 months elapses, whichever comes first, as long as you remain employed by Cepheid in good standing.

Moving Expenses: The Company will reimburse your reasonable moving expenses and transportation costs associated with your move to the Sunnyvale area incurred within 24 months of your hire date, according to the schedule provided in Exhibit ‘B’. Should you voluntarily resign your position within 24 months of your actual move date, you will be required to repay these monies on a pro-rata basis within one month of the date your employment

terminates. The Company shall have the right to offset such amounts against other payments due to you that are not wages (e.g., expense reimbursements, etc.). In the event the provisions afforded to you in your Change of Control Retention & Severance Agreement are triggered during any period of time in which you have liability with respect to the repayment of moving expenses, you shall not be required to repay the Company for any moving expenses paid by the Company to you.

Benefits: In addition, you will be eligible to participate in regular health insurance and other employee benefit plans established by the Company for its employees from time to time. Except as provided below, the Company reserves the right to change or otherwise modify, in its sole discretion, the preceding terms of employment, as well as any of the terms set forth herein at any time in the future.

Paid Time Off: You will accrue Paid Time Off (PTO) based on an annual accrual rate of 20 days per calendar year, commencing with your hire date.

Confidentiality: As an employee of the Company, you will have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, you will need to sign the Company’s standard “Employee Invention Assignment and Confidentiality Agreement” as a condition of your employment. We wish to impress upon you that we do not want you to, and we hereby direct you not to, bring with you any confidential or proprietary material of any former employer or to violate any other obligations you may have to any former employer. During the period that you render services to the Company, you agree to not engage in any employment, business or activity that is in any way competitive with the business or proposed business of the Company. You will disclose to the Company in writing any other gainful employment, business or activity that you are currently associated with or participate in that competes with the Company. You will not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company. You represent that your signing of this offer letter, agreement(s) concerning stock options granted to you, if any, under the Plan (as defined below) and the Company’s Employee Invention Assignment and Confidentiality Agreement and your commencement of employment with the Company will not violate any agreement currently in place between yourself and current or past employers.

10.

Options. We will recommend to the Compensation Committee of the Board of Directors of the Company that you be granted the opportunity to purchase up to 100,000 shares of Common Stock of the Company at the closing fair market value of the Company’s Common Stock at the end of business on the day the Compensation Committee approves your grant, or your first day of employment, whichever is later. The shares you will be given the opportunity to purchase will vest at the rate of twenty-five percent (25%) at the end of your first anniversary with the Company, and an additional 1/48 of the total number of shares per month thereafter, so long as you remain employed by the Company. However, the grant of such options by the Company is subject to the Compensation Committee’s approval and this promise to recommend such approval is not a promise of compensation and is not intended to create any obligation on the part of the Company. Further details on the Plan and any specific option grant to you will be provided upon approval of such grant by the Compensation Committee.

11.

Restricted Stock. We will recommend to the Compensation Committee of the Board of Directors of the Company that you be granted 8,333 restricted stock units (“RSUs”), pursuant to the Corporation’s 2006 Equity Incentive Plan and subject to the notice of RSU award and award agreement. The shares you will be awarded will vest at the rate of twenty-five percent (25%) at the end of your first anniversary with the Company, and an additional 1/16th of the RSUs at the end of each three-month period thereafter, so long as you remain employed by the Company. However, the grant of such RSUs by the Company is subject to the Compensation Committee’s approval and this promise to recommend such approval is not a promise of compensation and is not intended to create any obligation on the part of the Company. Further details on the Plan and any specific RSU grant to you will be provided upon approval of such grant by the Compensation Committee.

12.

At-Will Employment. While we look forward to a long and profitable relationship, should you decide to accept our offer, you will be an at-will employee of the Company, which means the employment relationship can be terminated by either of us for any reason, at any time, with or without prior notice and with or without cause. Any statements or representations to the contrary (and, indeed, any statements contradicting any provision in this letter) should be regarded by you as ineffective. Further, your participation in any stock option or benefit program is not to be regarded as assuring you of continuing employment for any particular period of time. Any modification or change in your at will employment status may only occur by way of a written employment agreement signed by you and the Chief Executive Officer of the Company.

13.

Authorization to Work. Please note that because of employer regulations adopted in the Immigration Reform and Control Act of 1986, within three (3) business days of starting your new position you will need to present documentation demonstrating that you have authorization to work in the United States. If you have questions about this requirement, which applies to U.S. citizens and non-U.S. citizens alike, you may contact our personnel office.

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Insider Trading Policy. This offer is contingent upon reading and signing the enclosed Insider Trading Policy.

15.

Background Check. This offer is also contingent upon successful completion of a background check, including a check of your employment references. This offer can be rescinded based upon data received in the background check.

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Entire Agreement. This offer, once accepted, constitutes the entire agreement between you and the Company with respect to the subject matter hereof and supersedes all prior offers, negotiations and agreements, if any, whether written or oral, relating to such subject matter. You acknowledge that neither the Company nor its agents have made any promise, representation or warranty whatsoever, either express or implied, written or oral, which is not contained in this agreement for the purpose of inducing you to execute the agreement, and you acknowledge that you have executed this agreement in reliance only upon such promises, representations and warranties as are contained herein.

17.

Acceptance. This offer will remain open until Saturday, November 16, 2013. If you decide to accept our offer, and I hope you will, please sign the enclosed copy of this letter in the space indicated and return it to me. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to calf me.

We look forward to the opportunity to welcome you to the Company.

Sincerely,

Mike Fitzgerald

Senior Vice President, Global Human Resources

I have read and understood this offer letter and hereby acknowledge, accept and agree to the terms as set forth above and further acknowledge that no other commitments were made to me as part of my employment offer except as specifically set forth herein.


	Date signed:	11/15/13

James Post

on or before Jan 2, 2014
Start Date