EMPLOYMENT AND OTHER AGREEMENTS
We are party to an amended and restated employment agreement with Mr. Army, an offer letter with each of Mr. Landry and
Mr. Lawrence, an amended employment agreement with Mr. Ramade, and certain other agreements, which are described below and elsewhere in this proxy statement.
Employment Agreement with Mr. Army
In October 2018, in connection with our initial public offering, we amended and restated Mr. Armys employment agreement. This
agreement provides for at will employment and has no specific term. Under the agreement, Mr. Army was entitled to receive an annual base salary, which is reviewed by the Compensation Committee at least annually, and an annual target
bonus equal to 100% of his base salary as in effect at the beginning of the applicable calendar year, subject to the achievement of performance goals determined by the Compensation Committee. The amount, terms and conditions of any annual bonus will
be determined by the Compensation Committee in its discretion and will be subject to, and payable in accordance with, the terms and conditions of our applicable bonus plan in effect from time to time.
Mr. Army is also subject to restrictive covenants that include a prohibition on soliciting our employees during his employment with us
and for 12 months thereafter and a non-competition provision during his employment with us and for 12 months thereafter.
Offer Letter with Mr. Landry
In October 2018, in connection with our initial public offering, we entered into an offer letter with Mr. Landry which provides for
at will employment and has no specific term. The offer letter set forth an initial annual base salary and target percentage for an annual discretionary performance bonus, subject to the achievement of performance goals and subject to,
and payable in accordance with, the terms and conditions of the Companys applicable bonus plan in effect from time to time.
Offer Letter with Mr. Lawrence
In December 2021, we entered into an offer letter with Mr. Lawrence which provides for at will employment and has no specific
term. The offer letter set forth an initial annual base salary and target percentage for an annual discretionary performance bonus, subject to the achievement of performance goals and subject to, and payable in accordance with, the terms and
conditions of the Companys applicable bonus plan in effect from time to time. The offer letter also includes a relocation reimbursement of $100,000 if Mr. Lawrence relocates within 24 months of his start date. Mr. Lawrence also
received a sign on bonus equivalent to his forfeited fourth quarter bonus.
Amended Employment Agreement with Mr. Ramade
In March 2016, we entered into an employment agreement with Mr. Ramade, which was amended in September 2020, which
provides for at will employment and has no specific term. Under the agreement, Mr. Ramade is entitled to receive an annual base salary and is eligible for certain benefits, including an inconvenience allowance related to
the use of his home office in an amount of 7,200 per year, a monthly car allowance of 1,700, and monthly payments of 175 for home office expenses, as well as variable compensation with a target equal to his annual base salary. If
Mr. Ramade should exceed the commission plan targets, he would earn additional commissions in accordance with the conditions and method of calculations as detailed in the commission plan. The agreement also includes restrictive covenants,
including an invention assignment provision, a prohibition on disclosing our confidential information during Mr. Ramades employment with us and for ten years thereafter, a prohibition on soliciting our employees during
Mr. Ramades employment with us and for one year thereafter, and a non-competition provision during Mr. Ramades employment with us and for 12 months thereafter.
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Vapotherm, Inc. 2023 Proxy Statement |
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