Exhibit 10.2
September 19, 2005
Mr. Chris Cashman
229 Southern Hill Drive
Duluth, GA 30097
Dear Chris,
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,
Therapeutic Surfaces
Employment
Status: Regular
Full-Time, Exempt
Base
Salary: $25,0000.00
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)
Your base salary will be reviewed at least
annually and increased (but not decreased) as determined by the
CEO.
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 (to be set by the Company
within 90 days after the first of the applicable year) and will
require that you remain in a bonus eligible position through
December 31 of the year in question. 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 $60,000.
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 32,500 shares of
non-qualified stock options (which vest ratably over 4 years) and
10,000 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 terms of the
2004 Equity Plan (the “Equity Plan”), which is subject
to change.
Mr. Chris Cashman
September 19, 2005
Page 2
To assist you with your pending relocation from Duluth, GA 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 relocation allowance of $15,000 (less applicable taxes) to
accommodate all incidental
expenses
such as auto registrations, utility deposits, local license fees,
etc.
2. The Company will
arrange for packing, transport and delivery of your household goods
(two households) by a
national
freight carrier. These services will be direct billed to the
Company.
3. The Company will
arrange for transport of one personal vehicles 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 Duluth, GA 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 an initial 7 day/6 night house-hunting trip to San Antonio
for you and your spouse
(and
to the extent necessary, an additional 4 day/3 night trip (all
travel and accommodations must be arranged
through
our Corporate Travel Department).
5. It is our intent
that you relocate your family to San Antonio as soon as
practicable. Given that it may take you
