Exhibit 10.1
September 14, 2005
Mr. Mark Carbeau
64 Gregory Street
Marblehead, MA 01945
Dear Mark,
On behalf of KCI, it is a pleasure to confirm the employment offer
we recently discussed. The specific terms and conditions of
your new position will be as follows:
Position
Title: President,
KCI USA
Employment
Status: Regular
Full-Time, Exempt
Base
Salary: $27,083.33
per month
Immediate
Supervisor: Denny
Ware
CEO
Assigned
Department/Location: 8023
Vantage Drive
San
Antonio, TX 78230
Start
Date: To
be Determined
Group
Health Plan Effective
Date: Thirty-one days
after start date
(Pending
receipt of enrollment forms)
In addition to your base salary,
the Company may grant you an incentive bonus with a target bonus
value equal to 40% of your annual base salary. Bonus awards
will be determined on both individual and corporate performance and
will require that you remain in a bonus eligible position through
December 31 of the year in question, except as otherwise set forth
herein. This is a discretionary incentive award, subject to change
or termination at the Company's sole discretion. In lieu of a
bonus opportunity for 2005, you will be guaranteed a payment (to be
made on or about March 15, 2006) of $65,000.
Your position is eligible for participation in the Company’s
Management Equity Plan (MEP). You will be recommended for a new
hire equity grant. The grant will consist of 35,000 shares of
non-qualified stock options (which vest ratably over 4 years) and
11,000 shares of restricted stock. The option exercise price will
be set as the closing price on your start date. The
restricted shares will vest 33% on each of the 4 th , 5
th and 6 th anniversaries of the grant date
(but based on financial performance this vesting could be
accelerated to as early as 33% on each of the 1 st , 2
nd and 3 rd anniversaries of the grant
date). Your position is also eligible for consideration for
future annual grants. All equity grant recommendations are subject
to CEO and Board of Directors approval, and all grants are governed
by the 2004 Equity Plan Document (the “Equity Plan”),
which is subject to change.
To assist you with your pending relocation from Boston, MA to San
Antonio, Texas the Company will provide the following:
(Please contact our relocation coordinator, Deborah Allen, at
210-255-6476.)
1. You will receive
a one-time relocation allowance of $75,000 (less applicable
withholding taxes).
Mr. Mark Carbeau
September 14, 2005
Page 2
2. The Company will
arrange for packing, transport and delivery of your household goods
by a national freight
carrier.
These services will be direct billed to the Company.
3. The Company will
arrange for transport of one personal vehicle by a contracted van
line/open air carrier if
distance
is over 500 miles; two vehicles if distance is over 1000 miles or
you will be reimbursed $.35 per mile
for
driving your vehicle(s) from Boston to San Antonio, TX. You
will also be reimbursed reasonable meals
and
lodging expenses en route based on travel by the most direct
route.
4. The Company will
pay for a 7 day/6 night house-hunting trip to San Antonio for you
and your spouse with
travel
and accommodations arranged through our Corporate Travel
Department.
5. The Company will
arrange for temporary housing for up to 90 days from your start
date, which will be
covered
at 100% of the cost.
