Letter Agreement, dated as of December 6, 2019, between GTHM Employment Services LLC and Mark D. Morelli
GTHM Employment Services LLC
c/o 6920 Seaway Blvd
Everett, Washington, 98203
December 6, 2019
I am delighted to offer you employment with GTHM Employment Services LLC (the Company). The Company is a newly created subsidiary of Fortive Corporation (Fortive). As you know, Fortive has announced that it will separate into two publicly traded companies (the Separation). Upon completion of the Separation, the Company will become part of a publicly-traded company that will hold Fortives transportation technologies and franchise distribution business, referred to currently as NewCo (NewCo). Completion of the Separation will be deemed to have occurred on the first date that the common stock of Newco has been both registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and listed for trading under a national securities exchange. Current Fortive operating companies in transportation technologies and franchise distribution will be organized under NewCo. This is a very exciting time, and we are confident that your background and experience will allow the management team to shape an exciting future for NewCo.
As we discussed, upon completion of the Separation, your position would be President and Chief Executive Officer of NewCo based in Raleigh, North Carolina reporting to the Board of NewCo, subject to periodic review. Until the Separation is completed, you will report into Jim Lico, President and Chief Executive Officer of Fortive.
Please allow this letter to serve as documentation of the offer extended to you.
Start Date: Your start date with the Company will be: January 13, 2020 (the Start Date).
Base Salary: Your base salary will be paid at the annual rate of $1,000,000.00, subject to periodic review, less taxes and withholding, and payable in accordance with the Companys usual payroll practices. As an executive officer of NewCo, your compensation will be determined by the Board and Compensation Committee of NewCo.
Incentive Compensation: Until completion of the Separation, you are eligible to participate in the Fortive Incentive Compensation Plan (Fortive ICP) with a target bonus of 150% of your annual base salary, subject to periodic review. Normally, Fortive ICP payments are made during the first quarter of the following calendar year. The Fortive ICP payment is based on the corresponding Company Financial Factor and Personal Performance Factor, as determined each year. Upon completion of the Separation, your incentive compensation will no longer be governed by the Fortive ICP and will be governed by the terms of the incentive compensation plan adopted by NewCo (the Newco ICP) and the corresponding performance measures. Your target bonus under such plan shall remain at the same level relative to your annual base salary. Your incentive compensation under the Fortive ICP and the NewCo ICP will be prorated for any partial year of eligibility under the corresponding plan.
Benefits: Until NewCo ceases to be a subsidiary of Fortive, you will be eligible to participate in any employee benefit plans that Fortive has adopted or may adopt, maintain, or contribute for the benefit of its regular exempt employees generally, subject to satisfying any applicable eligibility requirements. Until NewCo ceases to be a subsidiary of Fortive, you will be eligible to participate in the Fortive 401(k) retirement plan subject to the applicable plan documents. Currently the 401(k) match is 100% of the first 3%, plus 50% of the next 2% contribution. Additionally, there is a 2% contribution on total earnings between the Social Security wage base and the maximum IRS contribution limit. Prior to NewCo ceasing to be a subsidiary of Fortive, NewCo may adopt its own health, insurance and retirement benefits plans.
Vacation: You will be eligible for vacation benefits pursuant to the Fortives or, after the completion of the Separation, NewCos vacation plan.
A recommendation will be made to the Compensation Committee of Fortive at its February 2020 meeting to grant you a one-time, sign on equity award in Fortive with a target value of $6,000,000.00. This equity award would vest in equal portions of one-third over the first three anniversaries of the grant date, and will be solely governed by the terms and conditions set forth in the applicable stock incentive plan and in the particular form of award agreement required to be signed with respect to each award. The target award value of any grant(s) will be split with one third delivered in stock options and two thirds delivered in restricted stock units (RSUs) and will be converted into a specific number of options and RSUs based on the standard methodology used by Fortive as of the date of the grant.
In addition, if you begin on or before January 15, 2020 a recommendation will be made to the Compensation Committee of Fortive for a special one-time founders equity award in Fortive with a target award value of $2,000,000.00 at its February 2020 meeting (the Founders Grant).
An additional recommendation will be made to the Compensation Committee of Fortive to grant you an equity award as part of its annual equity compensation program at its February 2020 meeting (the 2020 Annual Grant). The target award value of the 2020 Annual Grant would be $4,000,000.00.
The Founders Grant and the 2020 Annual Grant would vest 20% on each of the first 5 anniversaries of the grant date, and will be solely governed by the terms and conditions set forth in the applicable stock incentive plan and in the particular form of award agreement required to be signed with respect to each award. The target award value of any grant(s) will be split evenly between stock options and restricted stock units (RSUs) and will be converted into a specific number of options and RSUs based on the standard methodology used by Fortive as of the date of the grant.
There can be no assurances that any equity awards granted to you will ultimately have any particular value.
When NewCo ceases to be a subsidiary of Fortive, Fortive equity grants awarded to you will be converted into NewCo equity grants issued under NewCos stock incentive plan, with such conversion anticipated to be effectuated in a manner designed to substantially preserve the value of award at the time of the conversion, including any vesting rights upon qualified retirement provided for such Fortive equity grants under terms of the Fortive 2016 Stock Incentive Plan, as amended.
Signing Bonus: The Company will provide you a signing bonus equal to $3,000,000.00, less all taxes and withholding, payable on the first normal payroll date following your Start Date. Payment of this bonus is conditioned on your execution of the enclosed Signing Bonus Repayment Agreement.
EDIP Program: You will be included in a select group of executives who participate in the Executive Deferred Incentive Program (EDIP), an exclusive, non-qualified executive benefit designed to supplement retirement benefits that otherwise are limited by IRS regulations, and provide the opportunity for you to defer taxation on a portion of your current income (base salary or bonus or both). Initially, the Company will contribute an amount equal to 6% of your total target cash compensation into your EDIP account annually (pro-rated for any initial partial year of eligibility as applicable). Vesting requirements and your participation in the EDIP are subject to all of the terms and conditions set forth in such plan. Additional information on the EDIP will be provided to you by a member of the Corporate Benefits team before your EDIP eligibility date. Upon completion of the Separation, NewCo will adopt its own non-qualified executive deferred income plan.
Other Compensation Elements: Starting in 2020, you will be eligible for an annual cash stipend of $10,000.00 per year to be applied for financial services and counseling. In addition, starting in 2020 and until NewCo ceases to be a subsidiary of Fortive, you will be eligible to participate in the Fortive Executive Medical Plan. Prior to NewCo ceasing to be a subsidiary of Fortive, NewCo may adopt its own Executive Medical Plan.
Relocation: The Company is pleased to provide Executive Relocation benefits through CapRelo, our third-party relocation services company. Once you have communicated to the Company that you have signed and returned both this offer letter and the enclosed Relocation Repayment Agreement, we will have our CapRelo representative contact you to explain the services, assistance and benefits provided under the Relocation Policy for Fortive Corporation and its Affiliates, coordinate your relocation coverage and answer any questions that you may have.
Severance/Change in Control:
Prior to the completion of the Separation, you will be entitled to the same level of severance benefits set forth in Fortives Severance and Change-in-Control Plan for Officers (Fortive CIC Plan) provided to the Chief Executive Officer of Fortive; provided however, that any disposition(s) of ownership interests by Fortive in NewCo, or issuance of shares by NewCo, in one or more transactions shall not constitute a Change in Control (as defined in the Fortive CIC Plan). A copy of the Fortive CIC Plan is attached for your reference.
In addition, if
the Separation has not been completed on or before December 31, 2021 (the Reference Date) and, within six months of the Reference Date, you resign voluntarily; or
you are terminated without Cause (as defined in the Fortive CIC Plan) prior to the completion of the Separation;
you will be entitled to the following:
any unvested equity awards in Fortive held by you shall vest in full as of the date of such termination or resignation, with any performance conditions deemed to have been achieved at the target performance level and with the stock options exercisable until the fifth anniversary of the date of such termination or resignation; and
in the event of such voluntary resignation, such voluntary resignation shall be deemed a Good Reason Resignation (as defined in the Fortive CIC Plan).
Following completion of the Separation, you will be eligible to participate in NewCos Severance and Change-in-Control Plan for Officers (the NewCo CIC Plan), which plan will be substantially similar to the Fortive CIC Plan; provided however, that any disposition(s) of ownership interests by Fortive in NewCo, or any issuance of shares by NewCo, in one or more transactions shall not constitute a Change in Control (as defined in the Fortive CIC Plan).
At-Will Employment: Nothing in this offer letter shall be construed as any agreement, express or implied, to employ you for any stated term. Your employment with the Company will be on an at-will basis, which means that either you or the Company (including NewCo) can terminate the employment relationship at any time and for any reason (or no reason), with or without notice.
Conditions of Employment Offer: This offer of employment is expressly conditioned on your being legally authorized to work in the U.S. and your successful completion of a background and reference check, a pre-employment/post-offer drug screen, and your execution and return of the following documents no later than the date stated in the acknowledgment section below:
Authorization and Notification Form(s) (for a consumer report and/or investigative consumer report to be obtained) and Summary of Your Rights Under the FCRA as provided by our third patty vendor, Mintz Group
Criminal History Questionnaire
Directors and Officers Questionnaire
Drug Screen Authorization & Consent
Agreement Regarding Competition/Solicitation and the Protection of Proprietary Interests and the terms contained therein
Certification of the Fortive Corporation Standards of Conduct
Certification of Compliance of Obligations to Prior Employers
Signing Bonus Repayment Agreement
We anticipate that you will make a very strong contribution to the success of the Company and NewCo and believe this is an excellent professional opportunity for you. We look forward to the opportunity to work with you as we pursue our very aggressive goals.
If there is anything we can do, please do not hesitate to contact me at ###-###-####.
/s/ Stacey A. Walker
Please acknowledge that you have read, understood and accept this offer of at-will employment by signing and returning it to me, along with the above-referenced signed documents no later than [TBD].
|/s/ Mark Morelli|
Date: DEC 10, 2019