June 3, 2021
On behalf of Butterfly Network, I am pleased to offer you a position as Chief Technology Officer and Senior Vice President, beginning on or around June 28, 2021 (the exact date of which may be earlier or later, depending on your schedule as we discussed). You will report directly to me.
Your annualized compensation in this position will consist of an annual base salary of $440,000 paid in twice monthly pay periods, less required deductions.
You will receive an annual (prorated for the first year) discretionary bonus with a target of 50% of your base salary, based on goals, objectives, and performance metrics to be determined by Butterfly Network’s management. Such bonus will be paid in the first quarter of the following calendar year. It will be a condition of your eligibility to receive any bonus that you remain employed with Butterfly Network through the date of payment of such bonus.
You will receive one-time make whole, taxable payment of $650,000 for incentive and retention forfeiture. This will be paid on your first payroll check after the first month anniversary of your start date. Such payment will be recoverable in full by the company in the event you voluntarily terminate your employment (other than for Good Reason as defined in the Butterfly Executive Severance Plan described below) prior to 12 months from your start date (for clarity, if such voluntarily termination occurs before you receive such payment, including on or before your start date, no such one-time make whole payment will be paid to you).
In addition to the outlined cash compensation, within 30 days you will receive a grant of $1,320,000 equivalent of equity, consisting of 50% restricted stock units and 50% stock options in Butterfly Network, that (i) will be subject to the terms of the grant documents therefore, (ii) subject to continued service and the specific terms of your grant. The Stock Options will vest over a four-year period with the following schedule: 25% on the last day of the calendar quarter of the one year anniversary of your start date, and 2.083% at the end of each month thereafter. The RSUs will vest over a four-year period with the following schedule: 25% on the last day of the calendar quarter of the one year anniversary of your start date, and 6.25% at the end of each quarter thereafter.
You will be eligible to participate in Butterfly’s long term incentive program, established and approved by the Compensation Committee of the Butterfly Board of Directors (the “LTIP”). It is currently expected that you will receive annual grants under the LTIP with a target value of 250% of your base salary on each annual grant.
This position is eligible for the Butterfly Executive Severance Program as publicly filed, and you will become a participant in such Executive Severance Program commencing on your start date.
You will be based out of Butterfly’s facility in the Burlington, MA area. As part of your relocation, Butterfly will reimburse reasonable moving expenses, provided you move within 12 months of your start date. Without limiting the generality of the foregoing, for purposes of clarity and the avoidance of doubt, these reimbursable expenses include the reasonable cost and time of temporary housing in the Burlington, MA area prior to your purchase of a residence, as well as any real estate commission payable by you. If you voluntarily terminate your employment with Butterfly without Good Reason within 18 months of your start date, you will be required to repay the relocation costs.