Offer letter, dated September 18, 2021, from Cushman & Wakefield plc to Michelle MacKay
225 West Wacker Drive
Chicago, Illinois 60606
September 18, 2021
Ms. Michelle MacKay
Congratulations! I am pleased to present the following terms and conditions of your new role as President / Chief Operating Officer at Cushman & Wakefield Global, Inc. (C&W or the Company). This position reports to John Forrester. Your effective date will be January 1, 2022.
The below represents the offer in its entirety and supersedes and replaces all previous arrangements with C&W.
Your annualized salary will be $750,000, paid in bi-weekly installments less appriorate withholdings and deductions. You are eligible to be considered for a salary increase during the Companys annual salary review process.
Annual Incentive Compensation
Beginning in 2022, you will be eligible for a discretionary annual target bonus award of $1,000,000, with payout of 0% to 200% of target based on the Company achievement of established financial metrics as well as personal goals. Bonus payments, in all cases, are paid at the sole discretion of the Company. An express condition of earning said bonus is continued employment through the bonus payment date, as allowed by state and federal law. Should employee leave employment for any reason prior to the bonus payment date, no bonus will have been earned and will not be payable as allowed by state and federal law.
Beginning in 2022, you will be eligible for a discretionary annual equity award with a fair value of $3,050,000 on the date of grant. Equity awards are subject to personal and business results, and Board approval. Equity awards are a combination of both time-based restricted stock units, subject to three-year pro-rata vesting; and performance-based units subject to three-year cliff vesting, as well as Company performance against established metrics. The number of shares granted to you will be contingent upon the per share fair market value on the grant date.
As a full-time employee, you will have access to company-provided benefits as defined by the applicable summary plan descriptions and company policy. Additional details regarding benefit eligibility and options are defined further in the attached benefit summary. The Company reserves the right to modify any of its benefits, including the health and welfare plan, any time at the Companys sole discretion and without prior notice.
PTO and Sick Leave
As a full-time employee, you will be eligible for unlimited paid time off as long as job responsibilities are fulfilled. Annually, you will be eligible for 5 Sick Leave days (or more, where required by law), which will be granted on a pro-rated basis from your start date,and granted in full at the beginning of each calendar year thereafter. Cushman & Wakefield also provides 11 company-paid holidays and one floating holiday.
Your employment with Cushman & Wakefield will be as an employee at-will, which means that either you or Cushman & Wakefield may terminate the employment relationship at any time with or without notice or cause. Also, like all employees, you will be expected to abide by the Companys rules and standards, including acknowledging receipt of the Companys policies. Policies contained therein are subject to modification as deemed necessary by the Company.
Termination of Employment
You are eligible to participate in the Cushman & Wakefield, Inc. Executive Employee Severance Pay Plan (Severance Plan). Under this plan, in the event your employment is terminated by the Company without cause, you will receive 12 months of your base pay as salary continuation and will be eligible to receive a discretionary pro-rated bonus for the applicable bonus year, as determined by the Company based on company and personal performance. All other terms of the Severance Plan remain in effect.
The protection of confidential information and trade secrets is essential for Cushman & Wakefield for both the companys and employees future security. To protect such information, employees may not disclose any trade secrets or confidential information (defined further in the Companys policies). The Companys Confidentiality Policy is ongoing even after employment with the Company terminates.
In order to preserve the confidentiality of the information referred to in the Confidentiality paragraph above, and to protect C&Ws legitimate interests in their client relationships and goodwill, you agree that for a period of twelve (12) months following the termination of your relationship with C&W, subject to applicable law, you will observe and honor the terms and conditions of C&Ws Confidentiality and Non-Solicitation Policy.
Your signature on this offer letter indicates your acknowledgment and acceptance of the provisions set forth above as the full and complete statement of the terms and conditions of your employment with the Company.
If you have any questions or if I can provide you with further information, please do not hesitate to contact me. Again, congratulations on your new role!
Please execute one copy of this letter and return it to me by September 24, 2021.
/s/ Michelle MacKay