Vacation: You will be eligible for vacation benefits pursuant to NewCos vacation plan at the time it is adopted. Your accrued, unused vacation with Fortive will be recognized by NewCo.
Equity Compensation: A recommendation will be made to the Board or the Compensation Committee (as applicable) of Fortive, or NewCo to grant you a one-time, special equity award with a target award value of $400,000.00 at its February 2020 meeting.
In addition, a recommendation will be made to the Board or the Compensation Committee (as applicable) of Fortive or NewCo to grant you an equity award as part of itss annual equity compensation program at its February 2020 meeting. The target award value of this annual grant for 2020 would be $600,000.00.
Any Fortive or NewCo equity awards 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 either Fortives or NewCos 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 RSUs and will be converted into a specific number of options and RSUs based on the standard methodology used by Fortive or NewCo as of the date of the grant. The Company (and Fortive) cannot guarantee that any RSUs or stock options granted to you will ultimately have any particular value or any value.
Upon the Separation, NewCo will preserve the value of your Fortive Equity awards immediately prior to separation in a manner to be determined based on the nature of the method of separation.
EDIP Program: You will continue to 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). Upon the separation, NewCo will adopt its own non-qualified executive deferred income plan.
Relocation: As you know, a NewCo Corp HQ location has not been determined. If the Corporate location results in a commute that is greater than 50 miles, relocation benefits will be made available to you.
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 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 upon your execution and return of the following documents no later than the date stated in the acknowledgment below:
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Agreement Regarding Competition and the Protection of Proprietary Interests and the terms contained therein.
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.