UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 7, 2020 (January 3, 2020)

 

 

QUOTIENT LIMITED

(Exact name of registrant as specified in its charter)

 

 

 

Jersey, Channel Islands   001-36415   Not Applicable

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

B1, Business Park Terre Bonne,

Route de Crassier 13,

1262 Eysins, Switzerland

  Not Applicable
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 011-41-22-716-9800

n/a

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Ordinary Shares   QTNT   The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

 

 

 

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officer.

On January 7, 2020, Quotient Limited (the “Company” and, together with its consolidated subsidiaries, “we”, “us” and “our”) announced several planned changes to its management team:

 

  •  

Christopher J. Lindop, our Chief Financial Officer, plans to retire from the Company on May 31, 2020 (the “retirement date”).

 

  •  

Mr. Lindop will resign from his position as our Chief Financial Officer and as our principal financial officer, effective as of February 5, 2020 (the “transition date”).

 

  •  

Peter Buhler will be appointed as our Chief Financial Officer and principal financial officer, effective as of the transition date.

 

  •  

From the transition date to the retirement date, Mr. Lindop will serve as our Executive Vice President.

 

  •  

We and Mr. Lindop have entered into a transition, separation and consultancy agreement (the “Transition Agreement”), and we have agreed to make certain payments to Mr. Lindop in consideration for his service to the Company and continued employment with the Company.

 

  •  

We and Mr. Buhler have entered into an employment agreement (the “Employment Agreement”), and we have agreed to make certain inducement awards to Mr. Buhler in connection with his appointment as our Chief Financial Officer.

 

  •  

Edward Farrell, our President, has been appointed as our Chief Operating Officer, effective retroactively as of January 1, 2020.

 

  •  

Jeremy Stackawitz, our President, has been appointed as our Chief Commercial Officer, effective retroactively as of January 1, 2020.

Resignation and Retirement of Christopher J. Lindop as Chief Financial Officer

Mr. Lindop, our Chief Financial Officer, will resign from his position as our Chief Financial Officer and as our principal financial officer, effective as of the transition date. Mr. Lindop will continue to serve in his current capacity, including as our principal financial officer, until the transition date. Following the transition date, Mr. Lindop will serve as our Executive Vice President until the retirement date. His decision to retire from the Company, and his resignation from his position as our Chief Financial Officer, is not the result of any disagreement between him and us regarding our financial operations, policies or practices.

In connection with his planned retirement, on January 3, 2020, we and Mr. Lindop entered into the Transition Agreement, pursuant to which, in recognition of Mr. Lindop’s service to us and for providing the services of Chief Financial Officer through the transition date and Executive Vice President through the retirement date, Mr. Lindop will receive a single cash payment of $420,000 (equal to twelve months base salary).

In addition, the Transition Agreement provides that all unvested options to acquire our ordinary shares held by Mr. Lindop that are scheduled to vest within 12 months following the retirement date will remain outstanding and vest and become exercisable on their regularly scheduled vesting dates after the retirement date; all other unvested options will be forfeited; and all vested options will remain exercisable until May 31, 2021. Furthermore, all unvested restricted share units (“RSUs”) held

 

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by Mr. Lindop that are scheduled to vest within 12 months following the retirement date will remain outstanding and vest on their regularly scheduled vesting dates after the retirement date; and all other unvested RSUs held by Mr. Lindop will be forfeited. Mr. Lindop will also be entitled to receive all accrued and vested benefits under any other Company benefit plans, and any reimbursements to which Mr. Lindop is entitled under current policies through the retirement date.

Mr. Lindop has also agreed to provide consulting services to us to support any special projects that may arise during the 12 months after the retirement date.

The Transition Agreement additionally contains a release of claims arising from Mr. Lindop’s employment, and other customary provisions, including a non-disparagement clause.

Appointment of Peter Buhler as Chief Financial Officer

On the transition date, Peter Buhler, age 50, will join the Company as our Chief Financial Officer. As the Company’s Chief Financial Officer, Mr. Buhler will be our principal financial officer.

Mr. Buhler has over 30 years of financial experience gained through various roles in industry and public accounting. From 2017 to 2019, Mr. Buhler served as Group Chief Financial Officer at Zaluvida Corporate AG, a life sciences company focused on obesity, antibiotic resistance and other global health challenges. From 2013 to 2017, Mr. Buhler served as Group Chief Financial Officer for Stallergenes Greer SA, a global life sciences company focused on allergy immunotherapy, where he led a complex merger project combining a French and a U.S. group. From 2010 to 2013, Mr. Buhler held the role of Finance Director, EMEA for Logitech International SA, a manufacturer of computer peripherals and software. From 2008 to 2010, Mr. Buhler held the role of Chief Financial Officer at Anteis SA, a mid-sized medical technology company. From 2001 to 2008, Mr. Buhler held various roles at Merck Serono, a biopharmaceutical company, including Head of Finance Commercial Europe and Senior Director, Corporate Strategic Development. From 1999 to 2001, Mr. Buhler held the role of Manager General Accounting and Control for a division of Eli Lilly and Company. Prior to that, Mr. Buhler spent over 10 years in public accounting with BDO Visura. Mr. Buhler is a Swiss Chartered Accountant, a member of the Swiss Institute of Certified Accountants and Tax Consultants and received an MBA from SBS Swiss Business School.

With respect to Item 404(a) of Regulation S-K, except as described in this Current Report, there are no other relationships or related transactions between Mr. Buhler and the Company that would be required to be reported. With respect to the disclosure required by Item 401(b) of Regulation S-K, there are no arrangements or understandings between Mr. Buhler and any other person pursuant to which he assumed the role of our principal financial officer. With respect to the disclosure required by Item 401(d) of Regulation S-K, there are no family relationships between Mr. Buhler and any of the Company’s directors or executive officers.

In connection with such appointment, on January 3, 2020, the Company entered into the Employment Agreement with Mr. Buhler, which sets forth the terms and conditions under which Mr. Buhler will serve as our Chief Financial Officer. The Employment Agreement was approved by the Board of Directors of the Company (the “Board”) as well as the Remuneration Committee of the Board. The Employment Agreement has no specific term and continues until terminated in accordance with the terms therein. Mr. Buhler’s current annual base salary for fiscal year 2020 will be Swiss Francs (CHF) 380,000, and he is eligible to receive employee benefits that are customary for other senior executives of the Company located in Switzerland. Mr. Buhler’s base salary will be first reviewed in May 2021, and thereafter on an annual basis, subject to adjustment by the Board in its sole discretion.

The Company may terminate Mr. Buhler’s employment with or without “Cause” (as defined in the Employment Agreement). Mr. Buhler is required to provide at least six months’ advance written notice to us if he terminates his employment. If the Company terminates Mr. Buhler’s employment other than for Cause, the Company must provide six months’ advance written notice to Mr. Buhler, and he will be entitled to receive, subject to certain conditions, the base salary and certain employee benefits then in effect through and including the day of termination. During the period of his employment and for a period of one year following any termination of his employment, Mr. Buhler will be obligated to (i) refrain from engaging in competition with the Company, its subsidiaries and its affiliates in Switzerland and the United States; and (ii) refrain from soliciting any of the Company’s (or its subsidiaries’ or affiliates’) employees, suppliers or customers.

 

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The Company has agreed to indemnify Mr. Buhler to the maximum extent permitted by our organizational documents and applicable law for any acts or decisions made in good faith while performing services for us.

Mr. Buhler is eligible for an annual discretionary bonus equal to 60% of his base salary, subject to achievement of corporate performance goals and individual performance goals.

In addition, in connection with the appointment of Mr. Buhler as our Chief Financial Officer, on the transition date, the Company will grant Mr. Buhler 50,000 RSUs and 25,000 options to purchase ordinary shares at a price equal to the closing price of the Company’s ordinary shares as reported on the Nasdaq Global Market on the date of grant (the “Share Options”). The grants, which will be issued outside of the Company’s 2014 Stock Incentive Plan, were approved by the Board and the Remuneration Committee of the Board pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4), as an inducement that is material to Mr. Buhler’s entering into employment with the Company. The RSUs and the Share Options will vest in three equal installments on each first, second and third anniversary of the grant date. The Share Options will have a term of ten years. The Share Options will be forfeited if not exercised before the expiration of their term. In addition, in the event Mr. Buhler’s employment is terminated, any RSUs or Share Options not vested shall be forfeited upon termination.

On January 7, 2020, we entered into a Change of Control Agreement (the “CIC Agreement”) with Mr. Buhler. The purpose of the CIC Agreement is to establish certain protections for Mr. Buhler upon a qualifying termination of his employment in connection with a change of control of us.

The CIC Agreement provides that, if we terminate Mr. Buhler’s employment without “Cause” (as defined in the CIC Agreement) or Mr. Buhler terminates his employment for “Good Reason” (as defined in the CIC Agreement) and, in either case, such termination occurs within 24 months following a “Change of Control” (as defined in the CIC Agreement), then, subject to Mr. Buhler executing and delivering to the Company a release and waiver of claims, he will receive a lump sum payment of the following:

 

  •  

any accrued obligations owed to him, which include: (i) any of his annual base salary earned through the effective date of termination that remains unpaid; (ii) any bonus payable with respect to any fiscal year which ended prior to the effective date of his termination of employment, which remains unpaid; and (iii) any expense reimbursement due to him on or prior to the date of termination which remains unpaid to him; and

 

  •  

a cash payment equal to 150% of the sum of his base salary plus target annual bonus in effect on the date of termination, without taking into effect any reduction in his annual base salary that may constitute “Good Reason” under the CIC Agreement.

The CIC Agreement will expire on January 7, 2023 and will automatically renew for successive one year terms unless the Board of Directors provides written notice of expiration of the CIC Agreement at least 90 days prior to January 7, 2023 or the applicable anniversary thereof.

 

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The above summary descriptions of certain terms contained in the Transition Agreement, Employment Agreement and CIC Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Transition Agreement, Employment Agreement and CIC Agreement respectively, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 respectively, hereto.

Appointment of Edward Farrell as our Chief Operating Officer and Jeremy Stackawitz as our Chief Commercial Officer

Effective retroactively as of January 1, 2020, Edward Farrell, our President, has been appointed as our Chief Operating Officer, and Jeremy Stackawitz, our President, has been appointed as our Chief Commercial Officer. We have entered into amendments, each dated January 7, 2020, to our Service Agreement, dated November 21, 2012, with Mr. Farrell and to our Employment Agreement, dated March 9, 2009, with Mr. Stackawitz, in connection with these appointments.

Mr. Farrell’s new annual base salary, with effect as of January 1, 2020, will be £346,340. He will also receive a grant of 2,232 RSUs, with a grant date of January 7, 2020, which will vest in three equal installments on each first, second and third anniversary of the grant date.

Mr. Farrell’s and Mr. Stackawitz’s biographical information is set forth in the Company’s definitive proxy statement filed on July 26, 2019 (the “2019 Proxy Statement”). That information is incorporated by reference into this Current Report.

Relationships or related transactions between Mr. Farrell and the Company that are required to be reported pursuant to Item 404(a) of Regulation S-K are incorporated herein by reference to the information on that topic set forth in the 2019 Proxy Statement. Relationships or related transactions between Mr. Stackawitz and the Company that are required to be reported pursuant to Item 404(a) of Regulation S-K are incorporated herein by reference to the information on that topic set forth in the 2019 Proxy Statement. There are no arrangements or understandings between either Mr. Farrell or Mr. Stackawitz, respectively, and any other person pursuant to which he assumed the role of our Chief Operating Officer or Chief Commercial Officer, as applicable. There are no family relationships between either Mr. Farrell or Mr. Stackawitz, respectively, and any of the Company’s other directors or executive officers.

The above summary descriptions of certain terms contained in the amendments to our Service Agreement with Mr. Farrell and our Employment Agreement with Mr. Stackawitz do not purport to be complete and are qualified in their entirety by reference to the full texts of the amendments, copies of which are filed as Exhibits 10.4 and 10.5, respectively, hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

Number

  

Description

 10.1    Transition Agreement, dated January 3, 2020, between the Company and Christopher J. Lindop.
 10.2    Employment Agreement, dated January 3, 2020, between the Company and Peter Buhler.
 10.3    CIC Agreement, dated January 7, 2020, between the Company and Peter Buhler.
 10.4    Amendment to the Service Agreement, dated January 7, 2020, between the Company and Edward Farrell.
 10.5    Amendment to the Employment Agreement, dated January 7, 2020, between the Company and Jeremy Stackawitz.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

January 7, 2020

 

QUOTIENT LIMITED
By:  

/s/ Christopher Lindop

  Name: Christopher Lindop
  Title:   Chief Financial Officer

 

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Exhibit 10.1

January 3, 2020

Private & Confidential

Mr. Christopher Lindop

160 Commonwealth Avenue

Unit 522

Boston MA 02116

 

Re:

Transition, Separation & Consultancy Agreement

Dear Mr. Lindop:

Thank you for your service to Quotient Limited (the “Company”). This letter, when fully executed, will constitute the Transition, Separation & Consultancy Agreement (“Agreement”) between you and the Company concerning the terms of your future retirement from employment with the Company.

1. Retirement. Unless terminated sooner, your employment with the Company and its subsidiaries and other controlled affiliates will end upon your retirement on May 31, 2020 (the “Retirement Date”). You hereby resign from all directorships, officerships and other positions with the Company and its controlled affiliates as of and with effect from the Retirement Date. You agree to sign all appropriate documentation, if any, prepared by the Company in connection with those resignations and your retirement. The Company and you agree that this Agreement satisfies any notice requirement that otherwise may apply to your retirement and termination of employment under your Employment Agreement, dated as of February 9, 2017, as amended, between the Company and you (your “Employment Agreement”) and any other agreement between you and the Company or any of its affiliates.

2. Pre & Post Retirement Services. Between now and the Retirement Date you will continue to provide such services as may be requested by the Chief Executive Officer (“CEO”). When your successors employment commences, you will resign as CFO but will remain an executive employee through the Retirement Date in the capacity of Executive Vice President, Finance. During that period you will provide transition support and participate in specific projects for the Company as and to the extent requested by the CEO. Post retirement date, we request that you will be available to provide consultancy services to the Company, for a period of up to 12 months, to support any special projects that may arise.

3. Compensation.

 

  a)

Until your retirement or earlier separation from the Company, you will continue to receive the same base salary as at present; you will continue to have the same bonus opportunity as at present; and you will be entitled to the same non-cash benefits as at present.

 

  b)

Provided that you remain an employee and continue to provide services to the Company through the Retirement Date and beyond in accordance with Section 2 and subject to the other requirements of this Agreement, you will be entitled to a single cash payment (the “Compensation Payment”) of $420,000, equal to twelve months base salary. The Company’s obligation to make the Compensation Payment is expressly conditioned upon your execution of and delivery to the Company of a release in substantially the form

 

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  attached as Annex A (the “Release”), on or after the Retirement Date and before the Compensation Payment, and on the Release having become irrevocable under applicable law. Assuming the other requirements set forth above are satisfied, the Company will make the Compensation Payment to you as promptly as reasonably practicable after this Release-related condition is satisfied. If you do not execute the Release within 30 days after the Retirement Date, you will not be entitled to the Compensation Payment.

4. Benefits. Provided that you (i) remain an employee and continue to provide services to the Company through the Retirement Date and beyond in accordance with Section 2, (ii) execute and deliver the Release and the Release becomes irrevocable under applicable law, and (iii) comply with the other requirements of this Agreement, the Company will provide you with the following benefits (the “Benefits”):

 

  a)

All unvested options to acquire ordinary shares of the Company (“Options”) which you hold that are scheduled to vest within twelve months following the Retirement Date will remain outstanding and vest and become exercisable on their regularly scheduled vesting dates after the Retirement Date; all other unvested Options which you hold will be forfeited on the Retirement Date; all outstanding and vested Options which you hold will remain exercisable until the twelve month anniversary of the Retirement Date at which time they will expire.

 

  b)

All unvested MRSUs and RSUs which you hold that are scheduled to vest within twelve months following the Retirement Date will remain outstanding and vest on their regularly scheduled vesting dates after the Retirement Date; all other unvested MRSUs and RSUs which you hold will be forfeited on the Retirement Date.

 

  c)

Your accrued and vested benefits under any other Company benefit plans, and any reimbursements you are entitled to under current Company policies for periods before the Retirement Date, will be paid or reimbursed to you in accordance with the terms of the applicable Company benefit plan or policy. You shall submit documented requests for all reimbursable expenses not later than seven days of the Retirement Date.

5. Company Property. You agree to return all Company property in your possession within 14 days following the Retirement Date. Company property includes work product, electronic devices and other physical property of the Company. This includes equipment, supplies, keys, security items, credit cards, passwords, electronic devices, laptop computers, cellular phones and Blackberry devices. You must also return all originals and any copies of Company records. This includes any disks, files, notebooks, etc. that you have personally generated or maintained with respect to the Company’s business, as well as any Company records in your possession. In addition, you and the Company agree to cooperate in good faith in identifying, providing you access to and appropriately segregating property belonging to you and maintained on Company premises on the Retirement Date.

6. General Release. You knowingly and voluntarily (for yourself, your spouse, your heirs, executors, administrators and assigns (collectively, the “Releasing Parties”) release and forever discharge the Company, its controlled affiliates and its current and former directors, officers, employees and agents (collectively, the “Released Parties”) from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date of this Agreement) and whether known or unknown,

 

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suspected, or claimed, against the Company or any of the Released Parties which any Releasing Party, may have, which arise out of or are connected with your employment with, or your separation or retirement from, the Company (including, but not limited to, any rights related to RSUs or MRSUs, any rights under your Employment Agreement and any rights related to any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Consolidated Omnibus Budget Reconciliation Act; any applicable executive orders; the anti-retaliation provisions of the Fair Labor Standards Act; or their state or local counterparts, or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, libel, slander, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing are collectively referred to herein as the “Claims”). By signing this Agreement, you are representing to the Company that you fully understand this paragraph and have had an opportunity to seek legal advice regarding this paragraph and this Agreement before signing this Agreement. Finally, you are representing that you fully understand that the filing of any Claim shall constitute a rejection or breach of our agreements contained herein. You also waive and release and promise never to assert any such Claims, even if you do not believe that you have such Claims. You are not waiving or releasing any Claims arising under this Agreement or that cannot be waived as a matter of law. Your undertakings in this Section 6 are in addition to the undertakings to be given by you in the Release.

7. Future Activities. You will not be employed or otherwise act as an expert witness or consultant or in any similar paid capacity in any litigation, arbitration, regulatory or agency hearing or other adversarial or investigatory proceeding against the Company. In addition, at no time in the future will you voluntarily have any contact with any of the Company’s current or former employees for purposes of soliciting, advising about or discussing their participation or potential participation in any litigation, arbitration, regulatory or agency hearing or other adversarial or investigatory proceeding against the Company. Nothing in this Agreement shall prevent you from responding truthfully to informal or formal requests for information from governmental authorities or your taking any actions provided for in the preceding sentence in connection with any litigation asserted against the Company and/or you. You shall promptly notify the Company of any such requests. Nothing in this Agreement shall prohibit or impede you from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law.

8. Preserving Name and Reputation. You will not at any time in the future defame, disparage or make statements or disparaging remarks which embarrasses or causes material harm to the Company’s name and reputation or the names and reputation of any of its officers, directors or employees. “Disparagement” as used herein means the form and substance of any communication, regardless of whether or not you believe it to be true, that tends to degrade or belittle the Company or subject it to ridicule or embarrassment. This paragraph 9 does not apply to statements made pursuant to or in connection with court proceedings or under penalty of perjury; however, you agree to give advance notice to the Company of such an event, to the extent practicable. The Company shall cause its executive officers and directors not to defame, disparage or make disparaging statements or disparaging remarks about you.

 

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9. Covenants. Before and after the Retirement Date, you will remain subject to and continue to comply with all the restrictive and other covenants contained in your Employment Agreement including in respect of confidentiality, noncompetition and nonsolicitation.

10. Confidentiality. You acknowledge that the Company’s Confidential Information (as defined in your Employment Agreement) is proprietary and that you may never disclose any such information to any person or entity at any time, including after the Retirement Date. You agree this paragraph is a material provision of this Agreement and that in the event of breach, you will be liable for the return of the value of all consideration received as well as any other damages sustained by the Company.

11. Forfeiture. In the event that you breach any of your obligations to the Company under this Agreement, your Employment Agreement or as otherwise imposed by law, the Company shall be entitled to stop payment of any benefit due under this Agreement and shall be entitled to recover any benefit paid after the Retirement Date under this Agreement and to obtain all other relief provided by law or equity, including, but not limited to, injunctive relief.

12. Governing Law and Venue. To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this provision to the substantive law of another jurisdiction. Each party hereby agrees that the State of Delaware is the proper venue for any litigation seeking to enforce any provision of this Agreement, and each party hereby waives any right it otherwise might have to defend, oppose, or object to, on the basis of jurisdiction, venue, or forum nonconveniens, a suit filed by the other party in any federal or state court in Delaware, to enforce any provision of this Agreement.

13. Severability. If any portion, provision or part of this Agreement is held, determined or adjudicated to be invalid, unenforceable or void for any reason whatsoever, each such portion, provision or part shall be severed from the remaining portions, provisions or parts of this Agreement and shall not affect the validity or enforceability of such remaining portions, provisions or parts.

14. Entire Agreement. This Agreement between you and the Company is in consideration of the mutual promises described above. This Agreement constitutes the entire agreement between you and the Company with respect to your retirement and related separation from employment. There are no other agreements, written or oral, expressed or implied, between the parties hereto, concerning the subject matter hereof, except the agreements set forth in this Agreement.

15. Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code, and this Agreement shall be construed and applied in a manner consistent with this intent. Notwithstanding any other provision herein to the contrary, to the extent that the reimbursement of any expenses or the provision of any in-kind benefits under this Agreement is subject to Code Section 409A, (i) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, during any one calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) reimbursement of any such expense shall be made by no later than December 31 of the year following the calendar year in which such expense is incurred, and (iii) your right to receive such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

 

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16. Withholding. All payments made to you pursuant to this Agreement are subject to all applicable federal, state and local tax and other withholdings required by law. You acknowledge and agree that all taxes imposed on you by reason of the payments and benefits hereunder are your sole responsibility and the Company is in no way indemnifying you or holding you harmless in respect of any such taxes. The Company shall not be liable to you (or any other individual claiming a benefit through you) for any tax, interest, or penalties you may owe as a result of compensation paid under this Agreement, and the Company shall have no obligation to indemnify or otherwise protect you from the obligation to pay any taxes.

17. Headings. The headings used herein are for the convenience of reference only and do not constitute part of this Agreement. The headings shall not be deemed to limit or otherwise affect any of the provisions of this Agreement.

18. Counterparts. This Agreement may be executed in one or more counterparts, including emailed or telecopied facsimiles, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

19. Company Cooperation. In connection with any future disposition by you or any entity affiliated with you of any securities of the Company that bear a restrictive legend, the Company shall cause such legend to be removed and the Company shall cause to be issued a certificate without such legend to the holder of the securities upon which it is stamped, if, unless otherwise required by state securities laws, the holder of such securities provides the Company with reasonable assurance that such securities can be sold, assigned or transferred pursuant to Rule 144 under the Securities Act (“Rule 144”) (in which case, the Company shall facilitate the removal of the legend; provided, however, the Company shall not be required to furnish an opinion of counsel to facilitate any sale, assignment or transfer pursuant to Rule 144 at any time that such securities are registered for resale under the Securities Act).

 

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We wish you every success in your retirement.

Sincerely,

 

Quotient Limited
By:  

/s/ Franz Walt

Name:   Franz Walt
Title:   Chief Executive Officer

By signing below, I acknowledge that I have been given the opportunity to review this Separation Agreement carefully; that I have read this Agreement and understand the terms of the Agreement; and that I voluntarily agree to them.

 

ACCEPTED AND AGREED TO:

/s/ Christopher Lindop

Christopher Lindop
Date:   January 7, 2020

ANNEX A

RELEASE

A. I acknowledge that on the terms and subject to the conditions set forth in the Transition, Separation & Consultancy Agreement, dated January 3, 2020 between Quotient Limited (the “Company”) and me (my “Transition, Separation & Consultancy Agreement”), I am entitled to receive the Compensation Payment (as defined in my Transition, Separation & Consultancy Agreement) and certain other benefits to which I was not otherwise entitled.

B. In consideration of the Company’s undertakings in my Transition, Separation & Consultancy Agreement, I do hereby release and forever waive all rights I may have to assert claims arising on or prior to the date hereof or bring lawsuits with respect to any claims arising on or prior to the date hereof, against any one or more of the Company and its affiliates and each of their respective officers, directors, agents employees, attorneys, and insurers, as well as past and present fiduciaries and administrators of any employee benefit plans sponsored by the Company (collectively, the “Releasees”) including but not limited to:

 

  •  

all claims arising out of or relating to my employment with or my separation and retirement from the Company and its controlled affiliates including in respect of salary, bonus or other compensation, sick leave, paid time off, personal leave time, health and welfare or other benefit plans, and all other employment-related benefits, including any such claims arising under any policies, practices or procedures of the Company or any of its controlled affiliates or based on a breach of any provision of an oral or written employment contract, whether such provision was expressed or implied;

 

  •  

all rights and claims that may be asserted under any federal, state or local constitution, law, regulation, ordinance, executive order or common law, including without limitation, rights and claims that in any way relate to employment, discrimination or harassment in employment, termination of employment or retaliation including, but not limited to, those claims under the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Equal Pay Act of 1963, as amended, the Americans With Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Worker Adjustment Retraining and Notification Act, the Employee Retirement Income Security Act of 1974, as amended, the Consolidated Omnibus Budget Reconciliation Act, 42 U.S.C. §§ 1981, 1983 and 1985, the Fair Labor Standards Act and all other similar federal, state, and local constitutions, laws, regulations, ordinances or executive orders, and common law, for the protection of employees against discrimination or retaliation;

 

  •  

all claims based on any federal, state or local constitution, law, regulation, or ordinance, or common law, concerning wrongful discharge, constructive discharge, breach of contract, defamation, emotional distress, interference with contractual relationships, fraud, misrepresentation, discharge in violation of public policy and all other violations of public policy; and

 

  •  

all claims for costs, fees or other expenses, including attorneys’ fees, incurred in connection with any of the foregoing.

All of the foregoing are collectively referred to in this Release as “Claims.” The Claims that I am releasing do not however include my rights under the Transition, Separation & Consultancy Agreement.

I represent and acknowledge that (a) I have not filed any complaint, charge, lawsuit or other legal action that is now pending against the Company or any of its affiliates; (b) I have not suffered any work-related injury or illness for which I have not already filed a workers’ compensation claim; and (c) I acknowledge and agree that I have been properly provided any leave of absence because of my or a family member’s health condition (if any), and that I have not been subjected to any improper treatment, conduct or actions due to or related to my request for, or my taking of, any leave of absence because of my own or a family member’s health condition.

C. Also, in consideration of the Company’s undertakings under my Transition, Separation & Consultancy Agreement including the Company’s agreement to pay the Compensation Payment, I agree and/or acknowledge as follows:

 

  •  

This Release does not apply to claims filed under workers’ compensation laws or claims that cannot be released by private agreement. This Release does not prevent me from filing a charge with, or participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission or other federal, state, or local governmental agency. However, I understand that this Release waives any right I may have to recover monetary damages, as well as any other individual relief, as a result of such a charge or a related lawsuit, whether filed by me or anyone else;

 

  •  

I understand nothing herein precludes me from exercising my Section 7 rights under the National Labor Relations Act;

 

  •  

I agree to pay any reasonable legal fees or costs incurred by the Company as a result of any breach of my promises in this Release, including my promise to fully release the Releasees from all Claims and to compensate each Releasee for its legal costs, including attorneys’ fees incurred by such Releasee as a result of any breach of this Release, except to the extent that I challenge the validity of this Release under the Age Discrimination in Employment Act, in which case such Releasee may only recover such fees and expenses as may be permitted by state and federal law.

 

  •  

Except to the extent that I am 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, I agree that as of the date set forth below, I have not reported information to the SEC concerning, and am not aware of, any securities law compliance failure by the Company by any person that has not been reported in writing to the Company’s Board of Directors.

D. This Release shall be governed by the laws of the State of Delaware and to the extent that any provision of this Release shall be invalid or unenforceable, the remainder of this Release shall not be affected.

 

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E. By signing below, I acknowledge that:

 

1.

I have carefully read this Release and its contents have been fully explained to me;

 

2.

The Company gave me a copy of this Release and at least twenty-one (21) days to consider this Release and its effect on me;

 

3.

The Company informed me that this Release does not become binding upon me until seven (7) days after the date on which I sign this Release and that I may revoke this Release at any time during such seven (7) day period by providing written notice of my desire to revoke the Release to:

Quotient Limited

Business Park Terre Bonne

Route de Crassier 13

Eysins, 1262

Switzerland

Attention: Franz Walt

 

4.

I was advised by the Company before I signed this Release of my right to consult advisors, including attorneys, about the contents of this Release;

 

5.

After due consideration and consultation, I signed this Release voluntarily without duress; and

 

6.

By signing this Release, I understand that I do not waive any rights or claims that may arise after the date the Release is executed.

I understand that this Release is effective seven (7) days after the date of my signature below.

I have read, understood and agree to the foregoing:

 

             

Christopher Lindop
Date:                                                                                                  

 

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Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (“Employment Agreement”) is entered into as of January 3, 2020, by and between Quotient Limited (“Employer”), or such affiliate of Employer as its Chairman of the Board of Directors of the Employer (the “Board”) may designate, and Peter Buhler (“Executive”) (collectively, the “Parties”).

 

A.

Employer desires assurance of the association and services of Executive in order to retain Executive’s experience, abilities, and knowledge, and is therefore willing to engage Executive’s services on the terms and conditions set forth below.

 

B.

Executive desires to be employed by Employer and is willing to do so on the terms and conditions set forth below.

It is expressly agreed between the Parties that this Employment Agreement shall be subject to the competent authorities issuing the work and residence permits required for the Executive under Swiss law.

In consideration of the above recitals and of the mutual promises and conditions in this Employment Agreement, the Parties agree:

 

1.

DUTIES AND AUTHORITY; OBLIGATIONS

 

1.1

Duties. Employer employs Executive as its Chief Financial Officer and Executive accepts such employment. Executive will perform all of the employment duties, responsibilities and job functions consistent with such a management position and such other duties and responsibilities deemed necessary or appropriate by Employer’s Chief Executive Officer (the “CEO”) or the Board of Directors of the Employer (the “Board”) (collectively, the “Employment Duties”). Executive will exercise the authority consistent with those duties and responsibilities. Such Employment Duties may require the performance of work beyond customary office hours and involve varying work period hours and working conditions.

 

1.2

Obligations. Executive shall at all times during the Employment Term:

 

  1.2.1

devote the whole of his working time, attention, skill, best efforts and ingenuity to the Employment Duties;

 

  1.2.2

comply fully with, implement and enforce all Employer rules, regulations, policies and procedures from time to time in force;

 

  1.2.3

perform the Employment Duties faithfully and diligently;

 

  1.2.4

follow all lawful and reasonable directions of the CEO and the Board and observe such restrictions or limitations as may from time to time be imposed by the CEO or the Board upon the performance of the Employment Duties;

  1.2.5

use best efforts to promote the interests of Employer and not do or willingly permit to be done anything that is harmful to those interests; and

 

  1.2.6

keep Employer’s CEO and the Board fully informed (in writing if so requested) of the conduct of its business and affairs and provide such explanations as the CEO or the Board may require.

 

2.

EXECUTIVE’S COMPENSATION, PERQUISITES AND BENEFITS

 

2.1

Compensation. Employer agrees to pay Executive a base salary at the rate of three hundred and eighty thousand Swiss Francs (CHF 380,000) per annum (the “Base Compensation”). The Base Compensation will be paid in thirteen equal installments per annum, and in accordance with Employer’s standard payroll practices. Employer will withhold from the Base Compensation all payroll taxes and other deductions required by applicable law (including, but not limited to, with respect to social security) or authorized by Executive. The Base Compensation will be reviewed on the fifteen-month anniversary of the Commencement Date (as defined below) and thereafter on an annual basis and may be adjusted as determined by the Board in its sole discretion. The undertaking to review Executive’s Base Compensation shall not create any entitlement to an increase in base salary. Executive will not be eligible for overtime pay for work performed outside Employer’s regular business hours.

 

2.2

Benefits. During the Employment Term, Executive shall be permitted to participate in any group life, hospitalization or disability insurance plans, health programs, retirement plans, fringe benefit programs and similar benefits that may be available to other senior executives of Employer located in Switzerland, generally on the same terms as such other executives, in each case to the extent that Executive is eligible under the terms of such plans or programs (the “Employee Benefits”). Employer may supply a credit card to Executive to be used solely for expenses incurred in carrying out the Employment Duties. The card must be returned by Executive to Employer immediately upon request by Employer. Employee Benefits for Executive will be provided at Employer’s expense except for any applicable premium contributions, co-pay obligations and taxes on reportable income applicable to Executive’s participation. Employer may adopt, amend, change, substitute, replace, suspend or terminate any of the Employee Benefits during the Employment Term in its sole discretion.

 

2.3

Specific Benefits. Without limiting the generality of Section 2.2, Employer shall make available to Executive twenty-five (25) vacation days per calendar year, and the standard legal holidays for the Executive’s base employment location specified in Section 3 (Place and Hours of Employment). Prior to use of a vacation day, Executive shall receive the prior approval of the CEO.

 

2.4

Perquisites. During the Employment Term, Employer will provide to Executive the following perquisites (with its business-related expenses to be paid by Employer):

 

  2.4.1

Use of a cell phone; and

 

  2.4.2

A yearly car allowance of CHF 16,800.

 

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2.5

Equity Grants/Bonus Schemes. In the Board’s sole discretion, Executive will be eligible to participate in Employer’s ex gratia Bonus Schemes, in accordance with the terms of any ex gratia bonus plan documents, award agreements, and any notices provided by Employer to Executive, including such terms as set forth on the attached Schedule 1. The assessment of the eligibility criteria as well as any actual payment under such ex gratia Bonus Schemes will be decided by the Employer in its absolute discretion. Any payment made in a given year shall not create any entitlement to any future payment under the Employer’s ex gratia Bonus Schemes. In addition, Executive shall be eligible to receive an equity grant after commencing employment with the Employer in accordance with the terms set forth on the attached Schedule 1.

 

3.

PLACE AND HOURS OF EMPLOYMENT

Executive’s employment location during the Employment Term will be Eysins, Switzerland; provided, however, that Employer may from time to time require Executive to travel and to be at other locations as necessary or required to fulfill Executive’s responsibilities. Executive shall work during Employer’s regular business hours and any additional hours necessary to fulfill the Employment Duties.

 

4.

EMPLOYMENT TERM

The term of Executive’s employment shall commence on February 5, 2020 (the “Commencement Date”) and shall continue until terminated in accordance with Section 9 below (such term, the “Employment Term”). For the avoidance of doubt, there is no probationary period with respect to the term of Executive’s employment. Prior to and after the Commencement Date, Executive agrees to participate in investor communications as reasonably requested by the Employer.

The Executive’s employment under this agreement will terminate automatically and without notice at the end of the month on which the Executive reaches the ordinary retirement age under Swiss law.

 

5.

OTHER EXPENSES

Employer will reimburse Executive promptly for reasonable, necessary, customary and usual business expenses, including travel, entertainment, parking, business meetings and professional dues incurred during the Employment Term and substantiated in accordance with the policies and procedures established from time to time by Employer.

 

6.

EXECUTIVE’S OUTSIDE BUSINESS ACTIVITIES

Executive is expected to devote Executive’s full attention to the business interests of Employer; provided, however, that Executive may devote reasonable time and effort to community and charitable activities and organizations, so long as they do not interfere with performance of the Employment Duties.

 

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Executive represents to Employer that Executive has no other outstanding commitments inconsistent with or in conflict with or that may interfere with any of the terms of this Employment Agreement or the services to be rendered under it.

 

7.

EMPLOYER INVENTIONS

 

7.1

Definition of Employer Inventions. “Employer Inventions” means all ideas, methodologies, inventions, discoveries, developments, designs, improvements, formulas, programs, processes, techniques, know-how, research and data (whether or not patentable or registerable under patent, copyright a similar statute and including all rights to obtain, register, perfect and enforce those rights), that Executive learns of, conceives, develops or creates alone or with others during Executive’s past, present or future association with or employment by Employer (whether or not conceived, developed or created on behalf of Employer during regular working hours). “Employer Inventions” also includes anything that may be conceived, developed, or created, by Executive, either alone or with others, during Executive’s past, present or future association with or employment by Employer (whether or not conceived developed, or created during regular working hours), and with respect to which the equipment, supplies, facilities, or trade secret information of Employer was used, or that relate at the time of conception or reduction to practice of the invention to the business of Employer or to Employer’s actual or demonstrable anticipated research and development, or that result from any work performed by Executive for Employer.

 

7.2

Disclosure of Employer Inventions. Whether upon Employer’s request or voluntarily, Executive will promptly disclose to Employer or its designee during Executive’s employment with Employer and for one year thereafter all Employer Inventions that Executive has created, contributed to or knows about, regardless of the nature of that knowledge, and regardless of whether such Employer Invention, or any aspect of such Employer Invention, has been described, committed to writing, or reduced to practice, in whole or part by any other person. At all other times, Executive will treat every Employer Invention as Confidential Information (as defined in and in accordance with Section 13).

 

7.3

Assignment and Disclosure of Inventions. Executive hereby assigns to Employer all right, title and interest to all Employer Inventions, which will be the sole and exclusive property of Employer, whether or not subject to patent, copyright, trademark or trade secret protection. Executive also acknowledges that all original works of authorship that are made by Executive (solely or jointly with others), within the scope of Executive’s employment with Employer, and that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. To the extent that any such works, by operation of law, cannot be “works made for hire,” Executive hereby assigns to Employer all right, title, and interest in and to such works and to any related copyrights. The consideration for such assignment and the assistance provided in this Section 7.3 is the normal compensation due Executive by virtue of service to Employer. Executive will also disclose to Employer all inventions made, discovered, conceived, reduced to practice, or developed by Executive, either alone or jointly with others, within six (6) months after the termination of employment with Employer which resulted, in whole or in part, from Executive’s prior employment by Employer. Such disclosures will be received by Employer in confidence to the extent such inventions are not assigned to Employer pursuant to this Section 7.3.

 

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7.4

Additional Instruments. Executive will promptly execute, acknowledge and deliver to Employer all additional instruments or documents that Employer determines at any time to be necessary to carry out the intentions of this Section 7. Furthermore, whether during or after Executive’s employment with Employer. Executive will promptly perform any acts deemed necessary or desirable by Employer, at Employer’s expense, to assist it in obtaining, maintaining, defending and enforcing any rights and/or assignment of an Employer Invention. Executive hereby irrevocably designates and appoints Employer and its duly authorized officers and agents, as Executive’s agent and attorney-in-fact to act for, on behalf of and instead of Executive, to execute and file any documents, applications or related findings and to do all other lawfully permitted acts in furtherance of the purposes set forth above in this Section 7.4, including, without limitation, the perfection of assignment and the prosecution and issuance of patents, patent applications, copyright applications and registrations, trademark applications and registrations, or other rights in connection with such Employer Inventions and improvements thereto with the same legal force and effect as if executed by Executive.

 

7.5

Pre-existing Inventions. Executive will retain all right, title and interest in and to inventions that Executive created and owned prior to service to Employer as listed in the attached Schedule 2.

 

8.

INDEMNIFICATION OF EXECUTIVE

Employer will, to the maximum extent permitted by Employer’s bylaws and applicable law, indemnify and hold Executive harmless for any acts or decisions made in good faith while performing services for Employer; provided, however, that acts determined by the trier of facts to be acts of gross negligence or willful misconduct will not be deemed to be in good faith. To the same extent, Employer will pay, and subject to any legal limitations (including the obligation to repay such advances), advance all expenses, including reasonable attorney fees and costs of court-approved settlements, actually and necessarily incurred by Executive in connection with the defense of any action, suit or proceeding and in connection with any appeal, which has been brought against Executive by reason of Executive’s service to Employer while acting in good faith.

 

9.

TERMINATION OF AGREEMENT/EMPLOYMENT

 

9.1

Voluntary Termination by Executive. Executive may voluntarily terminate this Employment Agreement for any reason and at any time; provided that six (6) months’ advance written notice is given to Employer. Executive’s employment and the Employment Term will expire on the final day of the month in which the notice period expires. Executive will be entitled to receive the Base Compensation and Employee Benefits then in effect (as amended, changed, substituted, replaced, suspended or terminated) while performing services for the balance of the Employment Term. Notwithstanding the foregoing, Employer may release Executive from the obligation to work through the end of the Employment Term and instead pay Executive until the end of the Employment Term – i.e. an amount equal to Executive’s Base Compensation and Employee Benefits until the end of the Employment Term.

 

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9.2

Termination by Employer Without Cause. Employer may terminate this Employment Agreement and Executive’s employment without Cause upon six (6) months’ advance written notice provided to Executive. Upon such a termination of this Employment Agreement, Executive’s employment and the Employment Term will expire on the final day of the month in which the notice period expires. Employer’s total liability to Executive under this Section 9.2 will be limited to the payment of Executive’s Base Compensation and provision of Employee Benefits then in effect (as amended, changed, substituted, replaced, suspended or terminated) through and including the day of termination.

 

9.3

Termination by Employer for Cause. Employer may immediately terminate this Employment Agreement and Executive’s employment for “Cause” at any time without notice to Executive. Cause is defined for purposes of this Section 9.3 as: (a) gross negligence or willful misconduct by Executive in the performance of the Employment Duties; (b) insubordination by Executive to Employer or a willful refusal by Executive to perform the Employment Duties; (c) commission by Executive of a felony, act of moral turpitude or other act, which prevents Executive from effectively performing the Employment Duties or is likely to affect the interests of Employer; (d) breach of any of the provisions of this Employment Agreement including, without limitation, Section 13 or 14; (e) any unexcused absence by Executive from the Employment Duties for a period of five (5) consecutive days; (f) Executive’s inability to enter into this Employment Agreement or perform the Employment Duties as provided in Section 1 herein; or (g) any act of dishonesty by Executive relating to Employer, its employees or otherwise, including, without limitation, fraud, embezzlement or misappropriation relating to significant amounts. Employer’s total liability to Executive under this Section 9.3 will be limited to the payment of Executive’s Base Salary and provision of Employee Benefits then in effect (as amended, changed, substituted, replaced, suspended or terminated) through and including the effective date of termination.

 

9.4

Termination Because of Disability of Executive. Employer may terminate this Employment Agreement and Executive’s employment on six (6) month’s prior written notice if Executive is and has been unable to perform Executive’s duties under this Employment Agreement in Executive’s normal and regular manner during a period or periods aggregating at least twenty-six (26) weeks for any period of twelve (12) months due to physical or mental disability or injury. Employer’s total liability to Executive under this Section 9.4 will be limited to the payment of Executive’s Base Compensation and provision of Employee Benefits then in effect (as amended, changed, substituted, replaced, suspended or terminated) through and including the day of termination as a result of disability.

 

9.5

Termination on Death of Executive. If Executive dies during the term of this Employment Agreement, this Employment Agreement will be terminated on the day of Executive’s death. Employer’s total liability to Executive under this Section 9.5 will be (subject to applicable law) limited to the payment of Executive’s Base Compensation and provision of Employee Benefits then in effect (as amended, changed, substituted, replaced, suspended or terminated) through and including the day of Executive’s death.

 

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10.

RESIGNATION OF OFFICE

At any time after notice is given by Employer or Executive to terminate Executive’s employment with Employer, Executive shall, at the request of Employer’s Board of Directors, resign from all offices Executive may hold as a director or officer of Employer and from all other appointments or offices that Executive holds as nominee or representative of Employer.

 

11.

AGREEMENT SURVIVES MERGER OR DISSOLUTION

This Employment Agreement will survive any merger of Employer with any other entity, regardless of whether Employer is the surviving or resulting corporation, and any transfer of all or substantially all of Employer’s assets to any other entity and to any such successor entity’s subsequent successors or assigns. In the event of any such merger or transfer of assets, the provisions of this Employment Agreement will be binding on and inure to the benefit of the surviving business entity or the business entity to which such assets will be transferred.

 

12.

ASSIGNMENT

This Employment Agreement may not be assigned by Executive. Employer may assign this Employment Agreement without the consent of Executive.

 

13.

CONFIDENTIAL INFORMATION

 

13.1

Definition of Confidential Information. “Confidential Information” means all nonpublic or proprietary information relating to Employer’s business or that of any Employer vendor or customer. Examples of Confidential Information include, but are not limited to, software (in source or object code form), databases, algorithms, processes, designs, prototypes, methodologies, reports, specifications, information regarding Employer Inventions, as defined in Section 7.1, products sold, distributed or being developed by Employer, and any other non-public information regarding Employer’s current and developing technology; information regarding vendors and customers, prospective vendors and customers, clients, business contacts, employees and consultants, prospective and executed contracts and subcontracts, marketing and sales plans, strategies or any other plans and proposals used by Employer in the course of its business; and any non-public or proprietary information regarding Employer or Employer’s present or future business plans, financial information, or any intellectual property, whether any of the foregoing is embodied in hard copy, computer-readable form, electronic or optical form, or otherwise.

 

13.2

Executive’s Use of Confidential Information. From the Commencement Date and at all times thereafter, Executive will maintain the confidentiality of the Confidential Information. Executive will not, without Employer’s prior written consent, directly or indirectly: (i) copy or use any Confidential Information for any purpose not within the

 

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  scope of Executive’s work on Employer’s behalf; or (ii) show, give, sell, disclose or otherwise communicate any Confidential Information to any person or entity other than Employer unless such person or entity is authorized by Employer to have access to the Confidential Information in question. These restrictions do not apply if the Confidential Information has been made generally available to the public by Employer or becomes generally available to the public through some other normal course of events. All Confidential Information prepared by or provided to Executive is and will remain Employer’s property or the property of Employer customer to which they belong.

 

13.3

Return of Material. Upon request of Employer or upon termination (whether voluntary or involuntary), Executive will immediately turn over to Employer all Confidential Information, including all copies, and other property belonging to Employer or any of its customers, including documents, disks, or other computer media in Executive’s possession or under Executive’s control. Executive will also return any materials that contain or are derived from Confidential Information, or are connected with or relate to Executive’s services to Employer or any of its customers.

 

14.

NONCOMPETITION AND NONSOLICITATION COVENANTS

 

14.1

Agreement Not to Compete. During the period between the Commencement Date and one (1) year from and after the termination of Executive’s employment with Employer for any reason, Executive will not, within the Territory, engage or participate, either individually or as an employee, consultant or principal, member, partner, agent, trustee, officer, manager, director, investor or shareholder of a corporation, partnership, limited liability company, or other business entity, in any activity that competes with products or services related to transfusion diagnostics provided by Employer or any subsidiary or affiliated company during the one (1) year period prior to the date of the termination of employment. For the purpose of this Employment Agreement, “Territory” means Switzerland and the United States of America. Nothing in this Section 14.1 will be deemed to preclude Executive from holding less than 1% of the outstanding capital stock of any corporation whose shares are publicly traded.

 

14.2

Agreement Not to Solicit Executives. During the period between the Commencement Date and one (1) year from and after the termination of Executive’s employment with Employer for any reason, Executive will not, directly or indirectly, alone or on behalf of any person or business entity, hire or aid, encourage, advise, solicit, induce or attempt to induce any employee of Employer, or any subsidiary or affiliated companies, to leave his or her employment with Employer.

 

14.3

Agreement Not to Solicit Customers and Suppliers. During the period between the Commencement Date and one (1) year from and after the termination of Executive’s employment with Employer for any reason, Executive will not, directly or indirectly, alone or on behalf of any person or business entity, cause or attempt to cause any customer, prospective customer, vendor, supplier, or other business contact of Employer, or any subsidiary or affiliated companies (i) to terminate, limit, or in any manner adversely modify or fail to enter into any actual or potential business relationship with Employer, or any subsidiary or affiliated companies or (ii) to enter into or expand any actual or potential business relationship with any competitor of Employer, or any subsidiary or affiliated companies.

 

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14.4

Blue Pencil Doctrine. If the duration of, the scope of, or any business activity covered by any provision of this Section 14 is in excess of what is determined to be valid and enforceable under applicable law, such provision will be construed to cover only that duration, scope or activity that is determined to be valid and enforceable, and Employer and Executive consent to the judicial modification of the scope and duration of the restrictions in this Section 14 in any proceeding brought to enforce such restrictions so as to make them valid, reasonable and enforceable. Executive hereby acknowledges that this Section 14 will be given the construction, which renders its provisions valid and enforceable to the maximum extent not exceeding its express terms, possible under applicable law.

 

15.

SURVIVAL

The parties agree that Executive’s obligations under Sections 7 (Employer Inventions), 13 (Confidential Information), and 14 (Noncompetition and Nonsolicitation Covenants) of this Employment Agreement will survive the termination of this Employment Agreement and termination of Executive’s employment with Employer, regardless of when such termination may occur and regardless of the reasons for such termination.

 

16.

EFFECT OF EMPLOYER’S PERSONNEL POLICIES, RULES, AND PRACTICES

Executive is entitled to the benefit of, and is obligated to perform, all of Executive’s responsibilities under Employer’s personnel policies, rules, and practices in effect from time to time for all of its employees during the Employment Term.

 

17.

INJUNCTIVE REMEDIES

The Parties agree that damages in the event of breach by Executive of Sections 7 (Employer Inventions), 13 (Confidential Information), or 14 (Noncompetition and Nonsolicitation Covenants) of this Employment Agreement would be difficult, if not impossible, to ascertain, and it is agreed that Employer, in addition to and without limiting any other remedy or right it may have, will have the right to an immediate injunction or other equitable relief in any court of competent jurisdiction enjoining any threatened or actual breach without the requirement to post a bond. The existence of this right will not preclude Employer from pursuing any other rights and remedies at law or in equity that Employer may have, including recovery of damages.

 

18.

INTEGRATION

This Employment Agreement contains the entire agreement between the Parties pertaining to the subject matter addressed in this Employment Agreement. No oral modifications, express or implied, may alter or vary the terms of this Employment Agreement.

 

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19.

AMENDMENT/NOVATION

No modifications, amendments, deletions, additions, or novations to or of this Employment Agreement will be effective unless they are completely and unambiguously contained in a writing signed by Executive and by an authorized officer of Employer.

 

20.

CHOICE OF LAW; VENUE

This Employment Agreement and any dispute arising from the relationship between the Parties will be governed by and construed under and according to the laws of Switzerland without regard to its conflict of laws provisions. Any dispute arising out of or in relation to this Employment Agreement shall be subject to the exclusive jurisdiction of the Swiss Courts of Vaud.

 

21.

NOTICES

Any notice to Employer required or permitted under this Employment Agreement will be given in writing to Employer, either by personal service, facsimile, or by registered or certified mail, postage prepaid. Any notice to Executive will be given in a like manner and, if mailed, will be addressed to Executive at Executive’s home address then shown in Employer’s files. For the purpose of determining compliance with any time limit in this Employment Agreement, a notice will be deemed to have been duly given (a) on the date of service, if served personally on the party to whom notice is to be given, (b) on the same business day given by facsimile, e-mail, or other electronic transmission, or (c) on the second (2nd) business day after mailing, if mailed to the party to whom the notice is to be given in the manner provided in this Section. As of the date this Employment Agreement is executed, notice is to be given at the following addresses:

To Employer:

Quotient Limited

PO Box 1075, Elizabeth House

9 Castle Street

St Helier

Jersey JE4 2QP

Channel Islands

Attn: Franz Walt

E-mail: franz.walt@quotientbd.com

To Executive:

Peter Buhler

Place du Village 4

Villars-sous-Yens

1168, Switzerland

 

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Copy to:

Quotient Limited

B1, Business Park Terre Bonne

Route de Crassier 13

1262 Eysins

Switzerland

Attn: Franz Walt

E-mail: franz.walt@quotientbd.com

 

22.

WITHHOLDING

Employer shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

 

23.

SOCIAL SECURITY CONTRIBUTIONS

The Executive and the Employer shall each pay half of the contributions which are owed as a matter of law for AVS (Old Age and Survivors’ Insurance), AI (Invalidity Insurance), APG (Loss of Earnings Insurance), AC (Unemployment Insurance). The Executive’s part of the contributions are deducted by the Employer from his Base Compensation and any other appropriate cash payment.

 

24.

PENSION PLAN

The Executive shall participate in the Employer’s pension plan. The contributions and the benefits are determined by the rules and regulations of the pension plan, as amended from time to time. The Executive’s contributions are deducted by the Employer from his Base Compensation and any other appropriate cash payment.

 

25.

ILLNESS

In case of the Executive’s inability to perform his duties under this Employment Agreement due to illness, the Executive shall receive his salary according to the terms and conditions of the insurance for loss of earnings due to illness. The Employer shall deduct the Executive’s contributions – if any – from his Base Compensation. If there is no insurance for loss of earnings due to illness, the Employer’s obligation to continue to pay the Executive’s salary shall be determined by Art. 324a of the Swiss Code of Obligations.

 

26.

ACCIDENT

Executive is insured against occupational as well as non-occupational accidents. The contributions for the non-occupational accident insurance shall be paid by the Employer.

 

- 11 -

27.

DATA PROTECTION

As Executive’s employer, Employer needs to keep and process information about Executive for employment purposes (the “Personal Data”). The Personal Data held and processed by the Employer will be used for the Employer’s management and administrative use only. The Employer shall keep and process the Executive’s Personal Data to be able to pursue its business activities and manage its contractual relationship with Executive effectively, lawfully and appropriately, both during the employment relationship under this Employment Agreement and after its end. The holding and processing of Executive’s Personal Data by Employer is required in particular for Employer to be able (i) to comply with its obligations under this Employment Agreement and towards other employees, (ii) to comply with any legal requirements imposed on Employer, (iii) to pursue its legitimate interests and (iv) as the case may be, to protect Employer’s legal position in the event of legal proceedings. While holding and processing Personal Data, Employer shall at all times comply with the data protection principles set out in the Swiss Federal Act on Data Protection and the European General Data Protection Regulation. Further information on the Personal Data held and processed by Employer and Executive’s rights in relation thereto shall be available upon request addressed to Employer’s human resources department.

 

28.

SEVERABILITY

Subject to Section 14.4, if any provision of this Employment Agreement is held invalid or unenforceable, the remainder of this Employment Agreement will nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it will nevertheless remain in full force and effect in all other circumstances.

 

29.

HEADINGS

The headings in this Employment Agreement are inserted for convenience only; are not part of this Employment Agreement, will not in any manner affect the meaning of this Employment Agreement or any paragraph, term, and/or provision of this Employment Agreement; and will not be deemed or interpreted to be a part of this Employment Agreement for any purpose.

 

30.

CONSTRUCTION

The language of this Employment Agreement will, for any and all purposes, be construed as a whole, according to its fair meaning, not strictly for or against Executive, on the one hand, or Employer, on the other hand, and without regard to the identity or status of any person or persons who drafted all or any part of this Employment Agreement.

 

31.

NO WAIVER

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Employment Agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver unless the writing so specifies.

 

- 12 -

32.

WARRANTY AND FREEDOM TO CONTRACT

Executive warrants that he is under no disability that would prevent Executive from entering into this Employment Agreement and from complying with all of its provisions to their fullest extent. If Executive is enjoined or otherwise prevented by judicial or administrative determination from complying with the terms of this Employment Agreement, then Employer may terminate this Employment Agreement and Executive’s employment immediately without incurring any future liability, and for purposes of Sections 9.1 and 9.3 such termination will be for Cause.

 

33.

EXECUTION IN COUNTERPARTS

This Employment Agreement may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

 

34.

FAXED OR PHOTOCOPIED SIGNATURES

A faxed or photocopied signature will have the same effect as an original signature.

 

35.

RIGHT TO COUNSEL

The undersigned Executive has read the foregoing Employment Agreement and has taken the time necessary to review completely and fully understand it. The undersigned Executive has had the unrestricted right and opportunity to have each and every paragraph, term, and provision of the foregoing Employment Agreement and each and every result and consequence of its execution by the undersigned Executive fully explained to Executive by legal counsel selected and retained solely by Executive.

 

36.

CLAWBACK POLICIES

All amounts payable under this Agreement or otherwise by Employer to the Executive shall be subject to the terms of Employer’s “clawback” policies as in effect from time to time.

 

- 13 -

The undersigned fully understands the foregoing Employment Agreement, accepts, and agrees to each and every paragraph, term, and provision contained in it, and fully accepts and agrees to it as binding Executive for any and all purposes whatsoever.

 

Employer: QUOTIENT LIMITED
By:  

/s/ Franz Walt

  Name: Franz Walt
  Title: Chief Executive Officer
By:  

/s/ Peter Buhler

  Name: Peter Buhler

 

- 1 -

SCHEDULE 1

BONUS AND EQUITY GRANT

 

1.

Discretionary Bonus. During the Employment Term, in addition to the Base Compensation, for each fiscal year of Employer ending during the Employment Term, Executive shall have the opportunity to receive an annual ex gratia bonus, which may be awarded in Employer’s sole discretion, in an amount equal to up to sixty percent (60%) of the Base Compensation (the “Discretionary Bonus”) then in effect. The Discretionary Bonus shall be based on annual performance criteria and the achievement of personal objectives by Executive, which shall be mutually agreed upon by Employer and Executive and assessed by Employer in its sole discretion. The Discretionary Bonus shall be paid to Executive as soon as practicable, but in no event later than 120 days following the fiscal year to which it relates. The Discretionary Bonus is shall be paid to the Executive only if the Executive is employed by Employer on the date of payment.

 

2.

Equity Grant. Effective as of the Commencement Date, Executive shall be granted 50,000 restricted stock units (the “RSUs”) and 25,000 share options (the “Share Options”). The RSUs and the Share Options shall vest in three equal installments on the first, second and third anniversaries of the Commencement Date, provided, however, that any RSUs or Share Options not vested shall be forfeited upon termination of Executive’s employment.

Notwithstanding the above, upon a change of control (substantially as defined below) of Employer, the RSUs and the Share Options shall vest and become non-forfeitable. For purposes of the RSU and Share Option grants (or such other grant as may be decided as appropriate pursuant to this paragraph), subject to specific terms set forth in any documentation of such award, a “change of control” is intended generally to refer to the happening of any of the following:

 

  (i)

any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), but excluding the Employer, any entity controlling, controlled by or under common control with the Employer, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Employer or any such entity, and, with respect to any particular grantee, the grantee and any “group” (as such term is used in Section 13(d)(3) of the Exchange Act) of which the grantee is a member), is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Employer representing 50% or more of either (A) the combined voting power of the Employer’s then outstanding securities or (B) the then outstanding shares (in either such case other than as a result of an acquisition of securities directly from the Employer); or

 

  (ii)

any consolidation or merger of the Employer where the shareholders of the Employer, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or

 

Sch. 1-1

  (iii)

there shall occur (A) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Employer, other than a sale or disposition by the Employer of all or substantially all of the Employer’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by “persons” (as defined above) in substantially the same proportion as their ownership of the Employer immediately prior to such sale or (B) the approval by shareholders of the Employer of any plan or proposal for the liquidation or dissolution of the Employer; or

 

  (iv)

the members of the Board of Directors at the beginning of any consecutive 24-calendar month period (the “Incumbent Directors”) cease for any reason other than due to death to constitute at least a majority of the members of the Board of Directors; provided that any director whose election, or nomination for election by the Employer’s shareholders, was approved or ratified by a vote of at least a majority of the members of the Board of Directors then still in office who were members of the Board of Directors at the beginning (excluding any individual whose initial nomination for, or assumption of office as, a member of the Board occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board) such 24-calendar-month period, shall be deemed to be an Incumbent Director.

 

Sch. 1-2

SCHEDULE 2

EXISTING INVENTIONS

N/A

 

Sch. 2-1

Exhibit 10.3

QUOTIENT LIMITED

FORM OF CHANGE OF CONTROL AGREEMENT

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made on this 7th day of January 2020, 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 Peter Buhler (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:

Section 1. Definitions. As used herein:

1.1 “Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person, provided that, in any event, any business in which the Company has any direct ownership interest shall be treated as an Affiliate of the Company.

1.2 “Base Salary” means, as of any given date, the annual base rate of salary payable to the Employee by the Company; provided, however, that in the case of a resignation by the Employee for the Good Reason described in Section 1.8, “Base Salary” will mean the annual base rate of salary payable to the Employee by the Company as in effect immediately prior to the reduction giving rise to the Good Reason.

1.3 “Board” means the Board of Directors of the Company.

1.4 “Cause” means (a) gross negligence or willful misconduct by the Employee in the performance of his duties; (b) conviction of or a plea of nolo contendere by the Employee of a felony or act of moral turpitude (or similar local law concepts); or (c) the Employee’s fraud, embezzlement or misappropriation relating to material amounts of the Company’s assets. The acts or omissions of the Employee shall not be considered to be willful unless he has no reasonable belief that he is acting in the best interests of the Company.

 

- 1 -

1.5 “Change of Control” means:

1.5.1 The acquisition, directly or indirectly, in one transaction or a series of related transactions, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of the beneficial ownership of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of the Company; provided, however, that a Change in Control shall not result upon such acquisition of beneficial ownership if such acquisition occurs as a result of a public offering of the Company’s securities or any financing transaction or series of financing transactions;

1.5.2 A merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold as a result of holding Company securities prior to such transaction, in the aggregate and in the same proportions, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the surviving entity (or the parent of the surviving entity) immediately after such merger or consolidation;

1.5.3 A reverse merger in which the Company is the surviving entity but in which the holders of the outstanding voting securities of the Company immediately prior to such merger hold, in the aggregate securities possessing less than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company or of the acquiring entity immediately after such merger; or

1.5.4 The sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such transaction(s) receive as a distribution with respect to securities of the Company, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the acquiring entity immediately after such transaction(s).

1.6 “Control” (including, with correlative meanings, the terms “Controlled by” and “under common Control with”), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

1.7 “Disability” means a condition entitling the Employee to benefits under the Company’s long term disability plan, policy or arrangement; provided, however, that if no such plan, policy or arrangement is then maintained by the Company and applicable to the Employee, “Disability” will mean the Employee’s inability, by reason of any physical or mental impairment, to substantially perform Employee’s regular duties to the Company, as determined by the Board in its sole discretion (after affording the Employee the opportunity to present Employee’s case), which inability is reasonably contemplated to continue for at least one year from its commencement and at least 90 days from the date of such determination.

1.8 “Good Reason” means the occurrence of any of the following events, without the Employee’s written consent, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Employee to the Company of the occurrence of one of the reasons set forth below:

1.8.1 A reduction in the Employee’s rate of the Base Salary;

 

- 2 -

1.8.2 A material diminution in the Employee’s titles, authority or duties; or

1.8.3 The Company’s relocation of the Employee’s principal place of employment to a location more than fifty (50) miles from the Employees current principal place of employment.

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.

1.9 “Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, governmental entity, unincorporated entity or other entity.

1.10 “Release” means a release substantially identical to the one attached hereto as Exhibit A.

Section 2. Certain Terminations.

2.1 Severance Events Following a Change of Control. If the Employee’s employment with the Company ceases within the twenty four (24) month period following the date of a Change of Control as a result of a termination by the Company without Cause or a resignation by the Employee for Good Reason, then the Employee will be entitled to a lump sum payment of the following:

2.1.1 (i) any Base Salary earned through the effective date of termination that remains unpaid, with any such amounts paid on the first regularly scheduled payroll date following the effective date of termination; (ii) any bonus payable with respect to any fiscal year which ended prior to the effective date of the Employee’s termination of employment, which remains unpaid, with such amount paid in the first regularly scheduled payroll date following the effective date of termination or, if later, at the same time the bonus would have otherwise been payable to the Employee; and (iii) any expense reimbursement due to the Employee on or prior to the date of such termination which remains unpaid to the Employee, with any such reimbursement being made promptly following the effective date of termination (collectively, the “Accrued Obligations”); and

2.1.2 a cash payment equal to 150% of the sum of the Employee’s Base Salary plus target annual bonus in effect on the date of termination (without taking into effect any reduction described in Section 1.8.1 above).

 

- 3 -

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 in 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 1.8 above.

2.2 Other Terminations. If the Employee’s employment with the Company ceases for any reason other than as described in Section 2.1 (including but not limited to (a) termination by the Company for Cause, (b) resignation by the Employee without Good Reason, (c) termination as a result of the Employee’s Disability, or (d) the Employee’s death), then the Company’s obligation to the Employee will be limited solely to the payment of The Accrued Obligations. All compensation and benefits will cease at the time of such cessation of employment and, except as otherwise provided by applicable law, the Company will have no further liability or obligation by reason of such termination.

Section 3. Miscellaneous.

3.1 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and Employee and their respective successors, executors, administrators, heirs and/or permitted assigns; provided, however, that neither Employee nor the Company may make any assignments of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party, except that, without such consent, the Company may assign this Agreement to any successor to all or substantially all of its assets and business by means of liquidation, dissolution, merger, consolidation, transfer of assets, or otherwise.

3.2 Governing Law. This Agreement shall be governed by and construed under and according to the laws of Switzerland without regard to its conflict of laws provisions.

3.3 Waivers; Separability. The waiver by either party hereto of any right hereunder or any failure to perform or breach by the other party hereto shall not be deemed a waiver of any other right hereunder or any other failure or breach by the other party hereto, whether of the same or a similar nature or otherwise. No waiver shall be deemed to have occurred unless set forth in a writing executed by or on behalf of the waiving party. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

 

- 4 -

3.4 Notices. All notices and communications that are required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or upon mailing by registered or certified mail, postage prepaid, return receipt requested, as follows:

If to the Company, to:

Quotient Limited

PO Box 1075, Elizabeth House

9 Castle Street

St Helier

Jersey JE4 2QP

Channel Islands

Attn: Franz Walt

E-mail: franz.walt@quotientbd.com

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.

3.5 Entire Agreement; Amendments. This Agreement contains the entire agreement and understanding of the parties relating to the provision of severance benefits upon termination in connection with a Change of Control, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to that subject.

3.6 Withholding. The Company will withhold from any payments due to Employee hereunder, all taxes or other amounts required to be withheld pursuant to any applicable law.

3.7 Headings Descriptive. The headings of sections and paragraphs of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

3.8 Counterparts and Facsimiles. This Agreement may be executed, including execution by electronic or facsimile signature, in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.

3.9 Term of Agreement. This Agreement shall expire, and the Employee will have no rights hereunder, on January 7, 2023 or on each anniversary thereof if and only if the Board provides written notice to the Employee of such expiration at least 90 days prior to January 7, 2023 or the applicable anniversary thereof; provided, however, that, notwithstanding the foregoing, the Board shall not be authorized to cause this Agreement to expire, and this Agreement shall not expire, on or after the date of a Change in Control.

[signature page follows]

 

- 5 -

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written.

 

QUOTIENT LIMITED
By:  

/s/ Franz Walt

  Name:  
  Title:  

/s/ Peter Buhler

Peter Buhler

 

- 6 -

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.

 

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.

 

- 1 -

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 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.

[The remainder of this page intentionally left blank.]

 

- 2 -

The parties to this Release have executed this Release as of the day and year first written above.

 

QUOTIENT LIMITED
By:  

 

  Name:  
  Title:  

 

[Executive]

 

- 3 -

Exhibit 10.4

 

LOGO      

Name Surname

T +41 22 716 98 00

franz.walt@quotientbd.com

7 January 2020

Private & Confidential

Ed Farrell

c/o Quotient

Dear Ed,

CONTRACT AMENDMENT – CHANGE TO ROLE

Further to recent discussions, I am pleased to confirm the following change to your role effective from 1 January 2020.

Change to Job Title

I can confirm that from 1 January 2020 your new job title will be Chief Operating Officer.

Change to Salary

With effect from 1 January 2020 your new salary will be £346,340. This will commence in your January pay.

Stock Grant

In line with the change to role, you have also been awarded a Restricted Stock Grant of 2,232 Units with a grant date of 7 January 2020. A third of this grant will vest annually over the next three years on the anniversary of the grant date.

All other terms and conditions of your contract of employment remain the same.

I would appreciate if you could sign both copies of this document, returning one copy to Human Resources and keeping the other for your records.

If you have any questions relating to this matter, please do not hesitate to contact me.

Yours sincerely,

/s/ Franz Walt                                    

Franz Walt

Chief Executive Officer

 

Alba Bioscience Limited, Registered in Scotland No. SC310584

Allan-Robb Campus, 5 James Hamilton Way, Milton Bridge, Penicuik EH26 0BF

T +44 (0) 131 357 3333, quotientbd.com

LOGO

I confirm my acceptance of these revised terms and conditions of employment.

 

Signed   /s/ Ed Farrell     Date   January 7, 2020
  Ed Farrell      

 

Quotient Biocampus Limited, Registered in Scotland No. SC514165

Allan-Robb Campus, 5 James Hamilton Way, Milton Bridge, Penicuik EH26 0BF

T +44 (0) 131 357 3333, quotientbd.com

Exhibit 10.5

 

LOGO      

Name Surname

T +41 22 716 98 00

franz.walt@quotientbd.com

7 January 2020

Private & Confidential

Jeremy Stackawitz

c/o Quotient

Dear Jeremy,

CONTRACT AMENDMENT – CHANGE TO ROLE

Further to recent discussions, I am pleased to confirm the following change to your role effective from 1 January 2020.

Change to Job Title

I can confirm that from 1 January 2020 your new job title will be Chief Commercial Officer.

All other terms and conditions of your contract of employment remain the same.

I would appreciate if you could sign both copies of this document, returning one copy to Human Resources and keeping the other for your records.

If you have any questions relating to this matter, please do not hesitate to contact me.

Yours sincerely,

/s/ Franz Walt                                    

Franz Walt

Chief Executive Officer

 

Alba Bioscience Limited, Registered in Scotland No. SC310584

Allan-Robb Campus, 5 James Hamilton Way, Milton Bridge, Penicuik EH26 0BF

T +44 (0) 131 357 3333, quotientbd.com

LOGO

I confirm my acceptance of these revised terms and conditions of employment.

 

Signed   /s/ Jeremy Stackawitz     Date   January 7, 2020
  Jeremy Stackawitz      

 

Quotient Biocampus Limited, Registered in Scotland No. SC514165

Allan-Robb Campus, 5 James Hamilton Way, Milton Bridge, Penicuik EH26 0BF

T +44 (0) 131 357 3333, quotientbd.com