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As Of Filer Filing For·On·As Docs:Size 2/26/08 Kinetic Concepts Inc 10-K 12/31/07 18:4.0M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report -- kci10k2007 HTML 1.85M 3: EX-10.22 2008 Compensation Policy for Outside Directors HTML 22K 4: EX-10.25 Executive Retention Agreement HTML 33K 5: EX-10.26 Executive Retention Agreement HTML 33K 6: EX-10.32 Contract of Employment HTML 37K 7: EX-10.33 Executive Retention Agreement HTML 34K 8: EX-10.34 2003 Non-Employee Directors Stock Plan HTML 79K 9: EX-10.35 2004 Equity Plan International Stock Option HTML 60K Agreement 10: EX-10.36 2004 Equity Plan Restricted Stock Unit Award HTML 38K Agreement 11: EX-10.37 2004 Equity Plan International Restricted Stock HTML 56K Unit Award Agreement 12: EX-10.38 2004 Equity Plan Nonqualified Stock Option HTML 41K Agreement 13: EX-10.39 2004 Equity Plan Restricted Stock Award Agreement HTML 40K 2: EX-10.6 Toll Manufacturing Agreement HTML 130K 14: EX-21.1 Subsidiaries of Registrant HTML 24K 15: EX-23.1 Exhibit 23.1 - Consent of Independent Auditor HTML 10K 16: EX-31.1 Exhibit 31.1 - 302 Certification of CEO HTML 14K 17: EX-31.2 Exhibit 31.2 - 302 Certification of CFO HTML 14K 18: EX-32.1 Exhibit 32.1 - 906 Certification of CEO and CFO HTML 11K
1.
|
Your
start date will be December 3, 2007, and your continuous employment
will
also begin on this date.
|
2.
|
Your
basic salary at the commencement of your employment will be $350,000
per
annum. As of your start date, this sum will be converted into pounds
sterling based on the then-prevailing currency rates as published
in the
Wall Street Journal. You will be eligible for a salary review in
April
2008. On a regular basis, and at least annually, the Company will
review
any changes to the dollar/sterling currency rates and will determine,
at
its sole discretion, whether any changes to your underlying base
salary
are appropriate in light of such currency
changes.
|
3.
|
In
this position you are entitled to receive a car allowance of 1,000
pounds
per month (or as mutually agreed) in accordance with our vehicle
user
policy.
|
4.
|
In
addition to your base salary, you will be eligible for an incentive
bonus
opportunity with a target bonus value equal to 55% of your annual
base
salary as part of the Annual Incentive Bonus (AIB) program. AIB
awards will be determined on both individual and corporate performance
and
will require that you remain in a bonus eligible position through
December
31 of the year in question, except as otherwise set forth herein.
For
2007, your target bonus opportunity will be pro-rated based on your
start
date. This is a discretionary incentive award, subject to
change or termination at the Company's sole
discretion.
|
5.
|
As
part of your employment, you will be expected to travel regularly
to the
Netherlands, the United States and other countries in which KCI
operates. As a result, your employment in the UK will be based
out of your personal residence in the
UK.
|
7.
|
Upon
starting, you will become eligible to join KCI's pension scheme and
life
assurance program (details of which are available on request from
the
Human Resource Manager).
|
8.
|
Your
position is eligible for participation in the Kinetic Concepts, Inc.
equity plan. A recommendation will be made to the Compensation Committee
of the Board of Directors that you receive a new hire equity grant
with a
Black-Scholes value of approximately $1,350,000. This grant will
consist
of shares of non-qualified stock options (which vest ratably over
4 years)
and shares of restricted stock units (60% of the value will be in
options
and 40% in restricted stock units); the specific number of
shares and units granted will be calculated at the Company’s
sole discretion and will be communicated to you separately. The option
exercise price will be set as the closing price on your start date
(or the
next subsequent closing price if your start date is a date on which
the
market is closed). The restricted stock units will vest 33% on
each of the 4th,
5th
and 6th
anniversaries of the grant date (but based on financial performance
this
vesting could be accelerated to as early as 33% on each of the 1st,
2nd
and 3rd
anniversaries of the grant date as further specified in the award
agreement). Your position is also eligible for consideration
for future annual grants. All equity grant recommendations are subject
to
CEO and Board of Directors approval, and all grants are governed
by the
2004 KCI Equity Plan Document (the “Equity Plan”), which is subject to
change.
|
9.
|
To
assist with your relocation from Hong Kong to London, the Company
will
provide you with an executive relocation package (details of which
will be
provided to you separately). In the event you voluntarily
resign your position within 12 months of your start date, you agree
to
reimburse the Company for any relocation expenses provided to
you. Your relocation package will include use of a
Company-leased townhome.
|
10.
|
You
will be provided with a cost-of-living allowance of $4,000 per month
(this
amount will be grossed up for tax purposes). This dollar amount
will be converted into pounds sterling at your start date and subject
to
review as outlined in Item 2 above.
|
11.
|
You
will be asked to sign an Executive Retention Agreement which generally
provides that in the event your employment is terminated by the Company
other than for Cause (as that term is defined in the Equity Plan),
you
will receive a severance payment equal to one years’ base salary and one
year’s target bonus (or two years base salary and two years’ target bonus
if your termination other than for cause is within 24 months of a
change–in-control).
|
12.
|
You
will be provided with private health care coverage for you and your
wife. Details of this coverage will be provided to you
separately.
|
13.
|
Your
paid holiday entitlement, in
addition to all bank and public holidays, will be 25 days per calendar
year worked and will be in accordance with and governed by Company
holiday
policies.
|
14.
|
The
notice period required by either you or by KCI to terminate the employment
will be one month on either side.
|
15.
|
Please
note that it is not permitted for unauthorised software to be used
on
company computers, and that all computer diskettes etc. must be checked
as
virus-free before use on company computers. Violation of these
guidelines would be regarded as gross
misconduct.
|
16.
|
During
your induction we will give you guidelines as to the procedure to
follow
if you are unexpectedly absent from work. These are contained
in KCI’s Sickness Absence Policy.
|
SIGNED
by:
|
/s/
TLV
Kumar
TLV
Kumar
|
Date:
|
20 Nov. 2007
|
Name
of worker
|
TLV
Kumar
(the
“Employee”)
|
1
|
The
Employee agrees that the limit on maximum weekly working time specified
in
Regulation 4(1) of the Regulations shall not apply to the Employee.
|
2
|
The
Employee may withdraw his/her agreement given in paragraph 1 above
by
giving the Company not less than 3 months’ written notice. This
Agreement shall terminate on the expiry of the notice period and
the
Employee’s maximum weekly working time shall then become subject to the
limit specified in Regulation 4(1).
|
Employee’s
signature
|
/s/ TLV Kumar |
1
|
The
Working Time Regulations limit the number of hours you are permitted
to
work each week to 48 hours averaged over a period of 17 weeks (or,
if
applicable, 26 weeks).
|
2
|
It
is unlawful for the Company to allow you to work more than 48 hours
a week
averaged over a period of 17 weeks (or, if applicable, 26 weeks).
|
3
|
The
Regulations allow you to ‘opt-out’ of the 48 hour limit so that you can
work more than the averaged 48 hours a week. To ‘opt out’ you
must sign a written agreement with the Company stating that the limit
will
not apply to you.
|
4
|
You
can exercise your right to ‘opt out’ (so that you can work more than the
averaged 48 hour week) by signing this form.
|
5
|
If
you exercise your right to ‘opt out’ by signing this form and later change
your mind, you can give the Company 3 months written notice that
you wish
the limit on maximum weekly working hours to apply to you.
|
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/26/08 | |||
For Period End: | 12/31/07 | 5, 8-K | ||
12/3/07 | 3 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/27/08 SEC UPLOAD¶ 10/06/17 1:122K Kinetic Concepts Inc. 9/23/08 SEC UPLOAD¶ 10/06/17 1:141K Kinetic Concepts Inc. |