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EMPLOYMENT AGREEMENT
This Employment Agreement (the Agreement ) effective as of September 6, 2022 between PerkinElmer, Inc., a Massachusetts
corporation (hereinafter called the Company ), and Maxwell Krakowiak (hereinafter referred to as the Employee ).
Company wishes to employ the Employee in a management position; and
WHISEAS, the Employee hereby agrees to the compensation herein
provided and agrees to serve the Company to the best of his ability during the period of this Agreement.
NOW, THISEFORE, in consideration
of the sum of One Dollar, and of the mutual covenants herein contained, the parties agree as follows:
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Except as hereinafter otherwise provided, the Company agrees to continue to employ the Employee in a management position with the
Company, and the Employee agrees to remain in the employment in the Company in that capacity, for a period of three (3) years from the date of the Change in Control. Except as provided in Paragraph 3(d), the Employee s salary as set forth
in Paragraph 3(a) and his other employee benefits pursuant to the plans described in Paragraph 3(c) shall not be decreased during such period.
provided that the Employee agrees not to resign, except for Good Reason (as defined below), during the one-year period following the date of the Change in Control.
Notwithstanding the foregoing provisions, if, within 36 months following the occurrence of a Change in Control, the Employee s
employment by the Company is terminated (i) by the Company other than for Cause, which shall not include any failure to perform his duties hereunder after giving
Employment Agreement
notice or termination for Good Reason, disability or death or (ii) by the Employee for Good Reason, (A) the Company shall pay to the Employee, on the date of his employment termination
a lump sum cash payment in an amount equal to the sum of (I) his unpaid base salary through the date of termination, (II) a pro rata portion of his prior year s bonus, (III) his Full Salary (as defined below) multiplied by two
and (IV) (x) the amount the Company would have paid for the twenty-four (24) month period following the date of the Employee s employment termination for premiums under the health, dental, vision, life/accidental death &
disability, and short term and long-term disability plans in which the Employee and his dependents were participating immediately prior to the date of the Employee s employment termination plus (y) two times the annual benefit to the
Employee under the Company s executive physical program, which lump sum amount payable pursuant to this clause (IV) to be determined based on the premium rates and benefits in effect as of the date of the Employee s employment
termination (provided, however, that if the Change in Control is not described in Section 409(a)(2)(v) of the Internal Revenue Code of 1986, as amended (the Code ) or if the termination occurs after the second anniversary of the
Change in Control, such payment shall be made on the same schedule as provided in Paragraph 5(f) prior to the application of this Paragraph 6), and (B) the Employee s outstanding restricted stock, option awards, or similar equity awards
shall fully vest, and the vested option awards shall remain exercisable through the period ending on the earlier of: (I) the later of (x) the third anniversary of the Change in Control or (y) the first anniversary of the date the
Employee s employment with the Company terminates, or (II) the expiration of the original term of the option. For purposes of this Agreement, Full Salary shall mean the Employee s then current annual base salary, plus the
amount of any bonus or incentive payments (excluding the cash portion of the Company s long-term incentive program) received by the Employee with respect to the last full fiscal year of the Company prior to the Change in Control for which all
bonus or incentive payments (excluding the cash portion of the Company s long-term incentive program) to be made have been made.
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The Employee may pursue any lawful remedy he deems necessary or appropriate for enforcing his rights under this Agreement following a
Change in Control of the Company, and all costs incurred by the Employee in connection therewith (including without limitation attorneys fees) shall be promptly reimbursed to him by the Company, regardless of the outcome of such
The Company s independent, certified public accounting firm will determine whether and to what extent payments or vesting under this
Agreement or otherwise are required to be reduced in accordance with the preceding paragraph. For purposes of this Agreement, Total After-Tax Payments means the total of all parachute
payments (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Employee (whether made under the Agreement or otherwise), after reduction for all applicable federal and state taxes (including the tax
described in Section 4999 of the Code).
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IN WITNESS WHEREOF, the Company has caused its seal to be hereunto affixed and these
presents to be signed by its proper officers, and the Employee has hereunto set his hand and seal this 16th day of August, 2022 effective as of the day and year first above written.
| PERKINELMER, INC. | ||
| By: | /s/ Prahlad Singh | |
| Prahlad Singh | ||
| Chief Executive Officer |
| Employee: | /s/ Maxwell Krakowiak | |
| Maxwell Krakowiak |
Employment Agreement