Exhibit 10.60
QUOTIENT LIMITED
CHANGE OF CONTROL AGREEMENT
THIS CHANGE OF CONTROL AGREEMENT (this "Agreement"), is made on this 1st day of November, 2021, by and between QUOTIENT LIMITED, a public no par value limited liability company incorporated in Jersey, Channel Islands, with registered number 109886 (the "Company") and Ali Kiboro (the "Employee").
WHEREAS, the Employee serves as an employee of the Company or an Affiliate of the Company; and
WHEREAS, the Company and the Employee desire to enter into this Agreement to establish certain protections for the Employee in the event of Employee's termination of employment under the circumstances described herein; and
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, and intending to be bound hereby, the parties agree as follows:
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In order to terminate for Good Reason, the Employee must provide the Company with written notice describing the event(s) alleged to constitute Good Reason within sixty (60) days after first becoming aware of the occurrence of such event(s), and the Company will have thirty (30) days to cure such event(s) following receipt of such written notice. If such event(s) are not so cured, the Employee must actually provide the Company with written notice of Employee's termination of employment for Good Reason within thirty (30) days following the expiration of the Company's cure period and thereafter Employee must terminate employment immediately following the completion of the applicable notice period. Otherwise, any claim of such circumstances as "Good Reason" will be deemed irrevocably waived by the Employee.
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In addition, immediately prior to the effective date of termination, 100% of the Employee’s then outstanding, unvested Equity Awards will immediately vest and, if applicable, become exercisable (and any rights of repurchase by the Company or restriction on sale on the Employee's then outstanding Equity Awards will lapse), and, following the effective date of termination, the Employee's then outstanding Equity Awards will, if applicable, remain exercisable for a period of 12 months or until the expiration date of the Equity Award, whichever is the shorter period.
Except as otherwise provided in this Section 2, the Company will have no further liability or obligation by reason of such cessation of employment. The payment described in this Section 2 is in lieu of (and not in addition to) any other severance plan, fund, agreement or other similar arrangement maintained by the Company, including, pursuant to any employment or services agreement between the Company or an Affiliate thereof and the Employee. Notwithstanding any provision of this Agreement, the payment described in Section 2.1.2 is conditioned on the Employee's execution and delivery to the Company of the Release within the period beginning on the first day of the second calendar month immediately following Employee's termination of employment and ending on the last day of such calendar month. The payment described in Section 2.1.2 will be made one month after receipt by the Company of the Release. On and after a Change of Control, subject to the applicable notice period, the Company may terminate Employee without Cause or the Employee may resign for Good Reason in accordance with the provisions of Section 1.9 above.
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If to the Company, to:
Quotient Limited
PO Box 1075 - JTC House
28 Esplanade
St Helier
Jersey JE4 2QP
Channel Islands
Attn: Chief Executive Officer
E‑mail: to the Company’s Chief Executive Officer’s Company e-mail address on Company’s e-mail address book.
If to Employee, to the address on file with the Company,
or to such other address as may be specified in a notice given by one party to the other party hereunder.
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[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written.
| QUOTIENT LIMITED | |
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| By: | /s/ Manuel O. Méndez |
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| Manuel O. Méndez |
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| Chief Executive Officer |
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| /s/ Ali Kiboro | |
| Ali Kiboro |
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EXHIBIT A
RELEASE AND WAIVER OF CLAIMS
This Release and Waiver of Claims ("Release") is entered into as of this [•] day of [•], 20[•], between QUOTIENT LIMITED and any successor thereto (collectively, the "Company") and [•] (the "Executive").
The Executive and the Company agree as follows:
1. The employment relationship between the Executive and the Company, or an affiliate of the Company, was terminated on [•] (the "Termination Date").
2. In accordance with the change of control agreement, dated [•], between the Executive and the Company, as it may be amended from time to time (the "Change of Control Agreement"), the Executive is entitled to receive certain payments and benefits after the Termination Date.
3. In consideration of the above, the sufficiency of which the Executive hereby acknowledges, the Executive, on behalf of the Executive and the Executive's heirs, executors and assigns, hereby releases and forever discharges the Company and its shareholders, parents, affiliates, subsidiaries, divisions, any and all of its or their current and former directors, officers, employees, agents, and contractors and their heirs and assigns, and any and all employee pension benefit or welfare benefit plans of the Company, including current and former trustees and administrators of such employee pension benefit and welfare benefit plans (the "Released Parties"), from all claims, charges, or demands, in law or in equity, whether known or unknown, which may have existed or which may now exist from the beginning of time to the date of this Release, including, without limitation, any claims the Executive may have arising from or relating to the Executive's employment or termination from employment with the Company and its affiliates.
4. The Executive acknowledges that the consideration given for this Release is in addition to anything of value to which the Executive is already entitled. If the Executive has not returned the signed Release within the time permitted under the Change of Control Agreement, then the offer of payment set forth in the Change of Control Agreement will expire by its own terms at such time. Except to the extent that Executive is permitted to not disclose information provided to the Securities and Exchange Commission ("SEC") pursuant to Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, 15 U.S.C. §78u‑6 and SEC Regulation 21F promulgated thereunder, or to other regulatory government agencies pursuant to similar whistleblower protection laws, Executive agrees that as of the date set forth below, Executive has not reported information to the SEC concerning, and is not aware of, any securities law compliance failure by the Company by any person that has not been reported in writing to Company's Board of Directors.
5. This Release does not release the Released Parties from (i) any obligations due to the Executive under the Change of Control Agreement, or under this Release, (ii) any vested rights the Executive has under the Company's employee benefit plans in which the Executive participated, (iii) any rights or claims that arise from actions or omissions after the date of execution by the Executive of this Release, (iv) any rights that cannot be waived as a matter of applicable law, or (v) any rights to indemnification the Executive may have under any indemnity agreement, applicable law, the by‑laws, certificate of incorporation, or other constituent document of the Company or any of its affiliates or as an insured under any director's and officer's liability insurance policy now or previously in force.
6. This Release is not an admission by the Released Parties of any wrongdoing, liability or violation of law.
7. The Executive waives any right to reinstatement or future employment with the Company following the Executive's separation from the Company.
8. This Release shall be governed by and construed in accordance with the laws of the Switzerland, without regard to conflicts or laws principles thereof.
9. This Release and the Change of Control Agreement represent the complete agreement between the Executive and the Company concerning the subject matter in this Release and supersedes all prior agreements or
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understandings, written or oral. This Release may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
10. Each of the sections contained in this Release shall be enforceable independently of every other section in this Release, and the invalidity or unenforceability of any section shall not invalidate or render unenforceable any other section contained in this Release.
11. The Executive acknowledges that the Executive has carefully read and understands this Release, that the Executive has the right to consult an attorney with respect to its provisions and that this Release has been entered into voluntarily. The Executive acknowledges that no representation, statement, promise, inducement, threat or suggestion has been made by any of the Released Parties to influence the Executive to sign this Release except such statements as are expressly set forth herein or in the Change of Control Agreement.
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The parties to this Release have executed this Release as of the day and year first written above.
| QUOTIENT LIMITED | |
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| [Executive] |
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