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EXECUTIVE EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ( Agreement ) is entered into as of the 21st day of February, 2022, by and among ESAB Corporation,
a Delaware corporation (the Company ) and Shyam Kambeyanda, an individual (the Executive ).
the Company desires to employ the Executive as the President and Chief Executive Officer of the Company;
WHEREAS, the Executive desires
to accept such employment as the President and Chief Executive Officer of the Company.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:
1. Employment Agreement. On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive and the
Executive agrees to continue to be employed by the Company for the Employment Period set forth in Section 2 and in the positions and with the duties set forth in Section 3.
2. Term. The initial term of employment under this Agreement shall be for a period beginning on the consummation of the Spin-Off Transaction (as defined below) (the Effective Date ) and ending on the third anniversary thereof, unless sooner terminated as hereinafter set forth; provided that, on the third anniversary
of the Effective Date and on each annual anniversary thereafter (such date and each annual anniversary thereof, a Renewal Date ), the Agreement shall be deemed to be automatically extended upon the same terms and conditions (except
for such terms and conditions that expire prior to any extension period), for successive periods of one year, unless the Company or the Executive provides written notice of its intention not to extend the term of the Agreement at least ninety
(90) days prior to the applicable Renewal Date. The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the Term or the Employment Period.
3. Position and Duties.
(a) Executive Positions. During the Employment Period, the Executive shall serve as the President and Chief Executive Officer
( CEO ) the Company. In such capacities, the Executive shall report to the Company s Board of Directors (the Board ) and perform the duties and responsibilities as the Board may from time to time determine to
assign to the Executive. The Executive s employment shall be subject to the policies maintained and established by the Company, as the same may be amended from time to time. The Executive acknowledges and agrees that the Executive owes a
fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would intentionally injure the business, interests, or reputation of the Company or its subsidiaries and affiliates. In
keeping with these duties, the Executive shall make full disclosure to the Board of all business opportunities pertaining to the business of the Company and should not appropriate for the Executive s own benefit business opportunities that fall
within the scope of the businesses conducted by the Company. The Executive shall also devote the Executive s reasonable best efforts and full business time to the performance of the Executive s duties hereunder and the advancement of the
business and affairs of the Company.
(b) The Executive shall be appointed as a member of the Board of the Company as of the
Effective Date and serve in this capacity without additional compensation and in advance of the expiration of each term as a director, in due course, shall be nominated for election (and re-election) to the
Board so long as he is then serving as CEO of the Company and is eligible to be a member of the Board of Directors under applicable law or rules of the national securities exchange on which the Company s common stock is then listed, if any. The
Executive s continued membership on the Board shall be subject to election in accordance with the by-laws of the Company and applicable law, and shall not be considered a condition to Executive s
performance of his obligations hereunder, nor shall failure to be elected to the Board be considered a diminution of Executive s duties, responsibilities, title, status, role or position pursuant to Section 6(iii) below. The Executive also
agrees to serve without additional compensation, if elected or appointed thereto, as a director or member of any of the Company s subsidiaries or affiliates and in one or more executive offices of any of the Company s subsidiaries or
(c) Executive acknowledges that Executive shall be subject to and must comply with the Company s policy with respect to
ownership of Company common stock as it may be in effect from time to time.
4. Compensation and Benefits.
(a) Base Salary. Commencing on the Effective Date, the Company shall pay to the Executive a base salary at the initial rate of
$1,000,000 per calendar year (the Base Salary ), and prorated for any partial year. The Base Salary shall be reviewed by the Compensation Committee of the Board (the Compensation Committee ) no less frequently
than annually and may adjusted in the discretion of the Compensation Committee. Any such adjustment in Base Salary shall constitute the Base Salary for purposes of this Agreement. The Base Salary shall be paid in substantially
equal installments in accordance with the Company s regular payroll procedures and policies in effect from time to time.
Annual Bonus. For each calendar year that ends during the Employment Period, the Executive shall be eligible to receive an annual bonus pursuant to the ESAB Corporation Annual Incentive Plan that is in effect from time to time
( Incentive Bonus ). The Executive s target Incentive Bonus amount for calendar year 2022 shall equal one hundred and fifteen percent (115%) of the Executive s Base Salary for 2022 (the Target Bonus
Amount ); provided that the Executive s actual Incentive Bonus amount for a particular calendar year shall be determined by the Compensation Committee in its sole and unfettered discretion based on performance objectives (which shall
include corporate and individual objectives) established with respect to that particular calendar year by the Compensation Committee (after consultation with the Executive), and may be more or less than the Target Bonus Amount. Except as otherwise
set forth herein, the Executive must be actively employed by the Company throughout the applicable bonus measurement period and shall not have given notice of termination (other than for Good Reason (as set forth below), or been given notice by the
Company of the termination of this Agreement for Cause (as set forth below) where such breach giving rise to Cause or Good Reason is not cured, at any time during the applicable bonus measurement period to be eligible to receive the Incentive Bonus.
(c) Long-Term Incentives. In 2022, the Executive shall be granted awards under the
Company s 2022 Omnibus Incentive Plan with a value of Four Million Dollars ($4,000,000.00) less the value of awards granted to the Executive in February 2022 by Colfax Corporation under the Colfax Corporation 2020 Omnibus Incentive Plan, with
the type of awards and vesting determined by the Compensation Committee and subject to the terms and conditions of the 2022 Omnibus Incentive Plan. In subsequent calendar years, the Executive shall be eligible to receive awards under the 2022
Omnibus Incentive Plan as determined by the Compensation Committee based on his position and performance.
(d) Employee Benefits;
Perquisites. During the Employment Period, the Executive shall be entitled to participate in all employee benefit plans, practices and programs maintained by the Company, as in effect from time to time, that are generally made available to
senior executives of the Company. The Executive shall also be entitled to: (i) 25 working days of vacation per year plus floating holidays, (ii) use of a private aircraft for personal purposes and tax and financial planning services provided by
a third-party financial planner or tax professional, in combination for an amount not exceeding such amount that would cause him to recognize $80,000 in compensation income per calendar year in accordance with the most favorable method to the
Executive available under applicable Treasury Regulations, with a maximum on the usage of a private aircraft for personal purposes of $250,000 in actual cost to the Company per calendar year. The Company reserves the right to amend, modify or cancel
any employee benefit plans, practices and programs, and any fringe benefits and perquisites, as applicable to executives of the Company generally, at any time and without the consent of the Executive.
(e) Company Compensation Plans. Except as otherwise provided herein, all compensation provided to the Executive pursuant to
Section 4 shall be in accordance with the Company s compensation plans and policies.
(f) Clawback/Recoupment.
Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is
subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing
requirement (or any policy adopted by the Company to comply with any such law, government regulation or stock exchange listing requirement).
5. Expenses. The Executive is expected and is authorized to incur reasonable expenses in the performance of his duties hereunder. The
Company shall reimburse the Executive for all such expenses reasonably and actually incurred in accordance with policies which may be adopted from time to time by the Company promptly upon periodic presentation by the Executive of an itemized
account, including reasonable substantiation, of such expenses.
6. Termination of Employment.
(a) Termination. During the Employment Period, this Agreement and the employment of Executive by the Company may be terminated at any
(i) By mutual agreement of the Parties;
(ii) By the Company if Executive dies or becomes Disabled;
(iii) By the Company for Cause immediately upon notice;
(iv) By the Company without Cause upon thirty (30) days written notice;
(v) By Executive for Good Reason; or
(vi) By Executive, voluntarily, at any time; provided that Executive agrees to give the Company not less than thirty
(30) days written notice of Executive s resignation unless such notice period is waived by the Company.
Termination. Any termination of the Executive s employment by the Company or the Executive (other than because of the Executive s death) shall be communicated by a written Notice of Termination to the other party hereto in accordance
with the requirements of this Agreement. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of
employment that are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the Code ) and the Treasury Regulations thereunder (collectively, Section 409A ), references to
Executive s termination of employment (and corollary terms) with the Company shall be construed to refer to Executive s separation from service (within the meaning of Treas. Reg.
Section 1.409A-1(h)) with the Company.
(c) Resignation of All Other Positions. Upon
termination of the Executive s employment for any reason, the Executive shall be deemed to have resigned from all positions that the Executive holds as an officer or member of the board of directors (or a committee thereof) of the Company or
any Company subsidiaries or affiliates.
(d) Notice Period. During the period following delivery of notice of the Executive s
termination, whether voluntarily by the Executive or by the Company, and prior to the effective date of the Executive s termination, the Company may, in its sole discretion: (i) require the Executive to perform only such duties as it may
allocate to the Executive; (ii) require the Executive not to perform any of the Executive s duties; (iii) to the extent practical given the Company s requirements under subsection (i) above, require the Executive not to have
any contact with employees, clients or vendors of the Company as the Company shall determine; and (iv) exclude the Executive from the Company premises.
(e) Payment in Lieu of Notice. The Company may, at its absolute discretion, when
terminating the Executive s employment without Cause pursuant to Sections 6(a)(iv), elect to notify the Executive in writing that it is exercising its right to dismiss the Executive with immediate effect and that it will be making a payment to
the Executive in lieu of notice. The Company s payment in lieu of notice shall be equivalent to the Base Salary which would have been payable or have accrued during the Executive s notice period.
7. Compensation Upon Termination.
(a) Death. If the Executive s employment is terminated during the Employment Period as a result of the Executive s death,
this Agreement and the Employment Period shall terminate without further notice or any action required by the Company or the Executive s legal representatives. Within thirty (30) days following the Executive s death, the Company shall
pay to the Executive s legal representative or estate, as applicable, (i) the Executive s Base Salary and accrued unused vacation due through the Date of Termination, and (ii) all Accrued Benefits, if any, to which the Executive
is entitled as of the Date of Termination at the time such payments are due. The Executive shall also be entitled to payment of any Incentive Bonus earned for a previous performance period and unpaid on the Date of Termination and a Partial Year
Bonus (defined below). A Partial Year Bonus is payable to the Executive for the year of the Executive s employment termination in the event the Company performance criteria for payment of an Incentive Bonus are achieved as of the close of the
year at the level required for a payout (as determined without any exercise of negative discretion unless such exercise is applicable to all covered employees (within the meaning of Section 162(m) of the Code) with like force and
effect). Should any such Partial Year Bonus become payable under this Agreement, payment shall be made to the Executive (or his legal representative) at the same time as payment is made to all other participants under the Incentive Bonus
compensation program following the close of the year. Except as set forth herein, the Company and the Company s subsidiaries and affiliates shall have no further obligation to the Executive or his legal representatives, estate or heirs upon his
death under this Agreement.
(b) Disability. If the Company terminates the Executive s employment during the Employment Period
because of the Executive s Disability pursuant to Section 6(a)(ii), the Company shall pay to the Executive (i) the Executive s Base Salary and accrued unused vacation due through the Date of Termination, and (ii) all Accrued
Benefits, if any, to which the Executive is entitled as of the Date of Termination at the time such payments are due. The Executive shall also be entitled to payment of any Incentive Bonus earned for a previous performance period and unpaid on the
Date of Termination and a Partial Year Bonus in the manner provided in Section 7(a). Except as set forth herein, the Company shall have no further obligations to the Executive under this Agreement upon Executive s termination due to
Disability pursuant to Section 6(a)(ii).
(c) Termination by the Company for Cause, by the Executive without Good Reason, or due