Exhibit 10.11
OUTSET MEDICAL, Inc.
AMENDED AND RESTATED
CHANGE IN CONTROL AND SEVERANCE AGREEMENT
This Amended and Restated Change in Control and Severance Agreement (the “Agreement”) is made between Outset Medical, Inc. (the “Company”) and Leslie Trigg (the “Executive”), effective as of [ ], 2024 (the “Effective Date”).
The Company and the Executive entered into a Change in Control and Severance Agreement, dated as of September 10, 2020 (the “Prior Agreement”). The Company desires to offer the Executive an amendment of the terms and conditions of the Prior Agreement, which is embodied in the terms and conditions of this Agreement as provided herein. This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in connection with the involuntary termination of the Executive’s employment under the circumstances described in this Agreement and replaces the Prior Agreement in its entirety.
The Company and the Executive agree as follows:
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For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
Notwithstanding the foregoing, to the extent required to comply with Section 409A, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A.
Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
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Outset Medical, Inc.
3052 Orchard Dr., San Jose, CA 95134
Attention: Chief People Officer
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[Signature page follows.]
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By its signature below, each of the parties signifies its acceptance of the terms of this Agreement, in the case of the Company by its duly authorized officer.
COMPANY OUTSET MEDICAL, INC.
By:
Name:
Title:
Date:
EXECUTIVE By:
Name: Leslie Trigg
Date:
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