[GTHM Employment Services LLC letterhead]]
December 13, 2019
c/o Fortive Corporation
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. Upon this separation, the Company will become part of a newly created transportation technologies and franchise distribution business, referred to currently as NewCo (NewCo). 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 you to make major contributions to NewCo upon the separation.
As we discussed, as of January 2, 2020 your position would be Senior Vice President, Human Resources, reporting to Mark Morelli, CEO of NewCo, subject to periodic review. Until Mark joins, you will report into Martin Gafinowitz, Separation leader for NewCo.
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 2, 2020
Base Salary: Your base salary will be paid at the annual rate of $450,000.00, subject to periodic review, 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, which will establish its own pay philosophy and determine its own peer group for benchmarking purposes after the separation.
Incentive Compensation: You will continue to be eligible to participate in the Fortive Incentive Compensation Plan (ICP) with a target bonus of 60% of your annual base salary, subject to periodic review. Normally, ICP payments are made during the first quarter of the following calendar year. This bonus is based on a Company Financial Factor and a Personal Performance Factor which are determined each year. The ICP bonus payment will be pro-rated for any initial partial year of eligibility as applicable. Upon the separation, NewCo will adopt its own incentive compensation plan.
Benefits: You will continue to be eligible to participate in any employee benefit plans that you currently participate in and that the Company may adopt, maintain, or contribute to for the benefit of its regular exempt employees generally, subject to satisfying any applicable eligibility requirements. You will continue to be eligible to participate in the Fortive 401(k) retirement plan subject to the applicable plan documents. Upon the separation, NewCo will adopt its own health, insurance and retirement benefits plans. Your service date as recognized by Fortive would be recognized by NewCo for purposes of service-based benefits except as advised otherwise.
Vacation: The Company will honor all of your accrued and unused vacation/paid time off you had with Fortive at the time of your transfer to the Company. After the Start Date, you will be eligible for 20 days of annual vacation / paid time off benefits pursuant to the Companys vacation /paid time off policy, which will be pro-rated based upon your Start Date for 2019 (plus your credited vacation/paid time off from Fortive).