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Salary | Your annual base salary will be $750,000.00 USD ($28,846.15 gross bi-weekly). This position is not eligible for overtime pay. Following the Effective Date, your new base salary will be in effect and will be processed through your regular payroll. Base salary reviews occur annually, and any adjustments are generally made at the end of the first quarter of the calendar year. Adjustments are based on your performance and other relevant factors. You will next be eligible for a base salary review in the first quarter of 2027. | |||||||
| Annual Incentive Plan Bonus | You will be eligible to participate in the Vertiv Incentive Plan (VIP) with an annual target bonus opportunity of 100% of your base salary ($750,000.00 USD). The payment of any bonus is subject to the terms of the plan summary. Your VIP calculation will start on 2026 considering the full year (Jan 1, 2026, to Dec 31, 2026) and will be paid from US payroll of the Company in USD. VIP payments are made in the first quarter of the year following the performance year. | |||||||
| Annual Equity Grant | In accordance with Vertiv’s historical annual grant practices, you will receive your annual equity grant in March 2026 and each calendar year thereafter that you continue as the Chief Financial Officer, you shall be eligible to receive an equity award under the 2020 Stock Incentive Plan of Vertiv Holdings Co and its Affiliates (“Equity Plan”) with a target grant date fair value (based on Vertiv’s standard methodology) equal to $2,000,000.00 USD, subject to approval by Vertiv’s Board of Directors and Compensation Committee, with such other terms and conditions as may be determined by the Compensation Committee in its sole discretion. Each such equity award shall be subject to the terms and conditions of the Equity Plan and an accompanying award agreement. Moreover, Vertiv reserves the right to modify the design or mix of the annual long-term incentive award program in the future. | |||||||
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| One Time Sign-Ons (Cash and Equity Grant) | In connection with this offer, effective on the Effective Date, you will be granted the following cash award (in lieu of 2025 bonus), and one-time sign-on equity award (to replace your unvested equity), under the Equity Plan, subject to approval by Vertiv’s Compensation Committee, with such other terms and conditions as may be determined by the Compensation Committee in its sole discretion and subject to the terms and conditions of the Equity Plan and the accompanying award agreements: •Sign-On Cash Award (in lieu of 2025 Annual Bonus): You will receive a one-time cash award equivalent to $300,000.00 gross, payable within 30 days of your start date. This award replaces your eligibility for the 2025 annual bonus and is subject to clawback if relocation services are not initiated within six (6) months of your start date. •Sign-On Equity Grant in RSUs (Replacement of Unvested LTI): You will be granted a sign-on equity grant, in Restricted Stock Units, to recognize loss of unvested equity from your prior employer, with a target grant date fair value equal to $ 1,050,700.00 USD, to vest in 3 years (1st year-50%, 2nd year-30% and 3rd year-20%), (1) with the number of shares of the Company’s common stock subject to such award determined by dividing $1,050,700.00 USD by the closing price on the Grant Date (consistent with the methodology used by the Company previously and described in the materials and minutes of the Committee’s meeting on March 7, 2025) (2) otherwise with the same terms and conditions set forth in the Company’s standard form of restricted stock units award agreement. | |||||||
| Relocation | You will be eligible for an executive relocation package, according to policy. | |||||||
| 401k | You will be eligible to contribute to Company’s 401(k) Plan subject to the terms of the plan. The 401(k) plan allows you to defer on a pre-tax, post-tax and after-tax basis. You may defer up to 90% of your eligible income (not to exceed IRS limitations). For every $1.00 up to the first 6% of eligible earnings that an employee contributes, the Company contributes $0.50. Matching contributions will be deposited after each quarter in the form of Company stock. | |||||||
Benefits | Company has partnered with a variety of insurers and providers to offer you multiple options and flexibility. These include medical, dental, vision, life and disability insurance, plus many more, as described in the attached highlights document. You are eligible to enroll on the first day of the month following the Effective Date. At Vertiv, we believe taking time off is important to your health and well-being. When we rest and recharge, we are better able to tackle both personal and work challenges. To support and encourage you to take some time off every year you will be immediately eligible to participate in our Flexible Paid Time Off (PTO) Program. With Flexible PTO, there are no accruals, no balances and no fixed number of days allowed. You coordinate your PTO with your manager, then submit Flexible PTO request via the online tool. Your manager will review and approve your request subject to the needs of the business, your work performance and your ability to meet your commitments. Further, you will be eligible for the US holiday schedule. | |||||||
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• | Executive Severance: The Employment Policy continuation coverage (“Executive Severance”), if applicable, if your employment is involuntarily terminated for a reason other than Cause or you terminate for Good Reason (as defined in the Employment Policy in effect when you terminate employment). You will be required to execute a release of claims against Vertiv and its affiliates and related parties and you may be required to agree to certain non-solicitation, non-disclosure, and non- competition covenants as a condition of receiving executive severance benefits. You agree to waive any termination payments that you may be eligible to receive under applicable law (the “Statutory Severance”). To the extent that the Statutory Severance benefits are not waived or are not waivable, your Executive Severance will be reduced by the amount of any Statutory Severance that Vertiv or its affiliates are required to pay to you. | ||||
• | Change of Control Termination Payments: The Change of Control Plan currently provides for a lump sum cash termination payment, continued benefits and perquisites and equity acceleration if your employment is involuntarily terminated for a reason other than Cause or you terminate upon the occurrence of a Good Reason Event (as defined in the Change of Control Plan in effect when you terminate employment) within the period beginning 90 days prior to effective date of a Change of Control and ending on the second anniversary of the Change of Control. Any termination payments made and equity accelerated under the Change of Control Plan shall be in lieu of any termination, severance or similar payments and benefits provided to you under this Agreement and/or the Employment Policy. For additional information, please consult the Change of Control Plan. Notwithstanding the terms of the Change of Control Plan, any payments to be made to you under the Change of Control Plan shall be offset and reduced by any termination entitlements owed to you by Vertiv or any affiliate of Vertiv, including, without limitation, remuneration paid to you during any period of notice, and any Statutory Severance that Vertiv or any affiliate of Vertiv is required to pay to you, to the extent that Statutory Severance benefits are not waived or are not waivable. | ||||
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