Other Information
−Removed: On May 5, 2022, Larry Coble informed the Company of his decision to resign as the Company’s Senior Vice President, EBX and Supply Chain effective as of June 15, 2022.
+Added: On August 5, 2022, the Company entered into a change in control agreement with each of its executive officers (the “Change in Control Agreements”).
+Added: The Company’s Board of Directors previously approved the form of change in control agreement prior to the Company’s separation from Enovis Corporation (previously known as Colfax Corporation).
+Added: The Change in Control Agreements supersede and replace any prior agreement between the Company and such executive officers with respect to a change in control (as such term is defined in the Change in Control Agreements) of the Company, except to the extent such executive officer has an offer letter or other employment agreement with the Company, in which case the agreement with terms more favorable to the executive officer will control.
+Added: Pursuant to the Change in Control Agreements, upon a change in control of the Company, each executive officer will be entitled to an annual base salary, cash bonus opportunity and benefits package equal to or greater than the base salary, cash bonus opportunity or benefits package in effect for such executive officer immediately prior to the change in control.
+Added: If an executive officer’s employment is terminated by the Company other than for cause, death or disability or the executive officer resigns for good reason (as such terms are defined in the Change of Control Agreements) during the two year period following, or the three month period preceding, a change in control of the Company (as defined in the Change of Control Agreement), the Company will pay the executive officer an amount equal to:
+Added: (i) two times the annual base salary of such executive officer plus (ii) two times the target cash bonus opportunity of such executive officer.
+Added: Any outstanding long-term equity incentive awards held by the executive officer will continue to be treated in accordance with the terms and conditions of the award agreements and plans pursuant to which such awards were granted.
+Added: Each Change in Control Agreement has an initial two-year term, subject to automatic extension for successive one-year periods unless either the Company or the executive officer gives notice of non-renewal to the other or the agreement is otherwise terminated pursuant to its terms.
+Added: ESAB CORPORATION
+Added: NOTE TO THE CONDENSED BALANCE SHEETS
+Added: The foregoing description of the Change in Control Agreements is qualified by the full text of the Change in Control Agreements, the form of which is filed as an exhibit to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Exhibit Description
−Removed: Separation and Distribution Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation (incorporated by reference to Exhibit 2.1 to ESAB Corporation’s Form 8-K (File No.
−Removed: 001-41297) as filed with the SEC on April 8, 2022).
−Removed: Amended and Restated Certificate of Incorporation of ESAB Corporation (incorporated by reference to Exhibit 3.1 to ESAB Corporation’s Form 8-K (File No.
−Removed: 001-41297) as filed with the SEC on April 8, 2022).
−Removed: Amended and Restated Bylaws of ESAB Corporation (incorporated by reference to Exhibit 3.1 to ESAB Corporation’s Form 8-K (File No.
−Removed: 001-41297) as filed with the SEC on April 8, 2022).
−Removed: Transition Services Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation (incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Form 8-K (File No.
−Removed: 001-41297) as filed with the SEC on April 8, 2022).
−Removed: Tax Matters Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation (incorporated by reference to Exhibit 10.2 to ESAB Corporation’s Form 8-K (File No.
−Removed: 001-41297) as filed with the SEC on April 8, 2022).
−Removed: Employee Matters Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation (incorporated by reference to Exhibit 10.3 to ESAB Corporation’s Form 8-K (File No.
−Removed: 001-41297) as filed with the SEC on April 8, 2022).
−Removed: Intellectual Property Matters Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation (incorporated by reference to Exhibit 10.4 to ESAB Corporation’s Form 8-K (File No.
−Removed: 001-41297) as filed with the SEC on April 8, 2022).
−Removed: EBS License Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation (incorporated by reference to Exhibit 10.5 to ESAB Corporation’s Form 8-K (File No.
−Removed: 001-41297) as filed with the SEC on April 8, 2022).
−Removed: Stockholder’s and Registration Rights Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation (incorporated by reference to Exhibit 10.6 to ESAB Corporation’s Form 8-K (File No.
−Removed: 001-41297) as filed with the SEC on April 8, 2022).
−Removed: Credit Agreement, dated April 4, 2022, by and among ESAB Corporation, as the lead borrower, the other loan parties from time to time party thereto, including any designated subsidiary borrower party thereto pursuant to the terms thereof and certain subsidiaries of the Company identified therein, as guarantors, each of the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and the co-documentation agents, joint bookrunners and joint lead arrangers named therein (incorporated by reference to Exhibit 10.7 to ESAB Corporation’s Form 8-K (File No.
−Removed: 001-41297) as filed with the SEC on April 8, 2022).
−Removed: Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to Amendment No.
−Removed: 1 to ESAB Corporation’s Registration Statement on Form 10 (File No.
−Removed: 001-41297) as filed with the SEC on March 11, 2022).
−Removed: ESAB Corporation 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to ESAB Corporation’s Form 8-K (File No.
−Removed: 001-41297) as filed with the SEC on April 8, 2022).
−Removed: Form of ESAB Corporation Officer Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.38 to Amendment No.
−Removed: 1 to ESAB Corporation’s Registration Statement on Form 10 (File No.
−Removed: 001-41297) as filed with the SEC on March 11, 2022).
−Removed: Form of ESAB Corporation Officer Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.39 to Amendment No.
−Removed: 1 to ESAB Corporation’s Registration Statement on Form 10 (File No.
−Removed: 001-41297) as filed with the SEC on March 11, 2022).
−Removed: Form of ESAB Corporation Officer Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.40 to Amendment No.
−Removed: 1 to ESAB Corporation’s Registration Statement on Form 10 (File No.
−Removed: 001-41297) as filed with the SEC on March 11, 2022).
−Removed: Form of ESAB Corporation Outside Director Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.41 to Amendment No.
−Removed: 1 to ESAB Corporation’s Registration Statement on Form 10 (File No.
−Removed: 001-41297) as filed with the SEC on March 11, 2022).
−Removed: Form of ESAB Corporation Outside Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.42 to Amendment No.
−Removed: 1 to ESAB Corporation’s Registration Statement on Form 10 (File No.
−Removed: 001-41297) as filed with the SEC on March 11, 2022).
−Removed: ESAB Corporation Annual Incentive Plan (incorporated by reference to Exhibit 10.9 to Amendment No.
−Removed: 1 to ESAB Corporation’s Registration Statement on Form 10 (File No.
−Removed: 001-41297) as filed with the SEC on March 11, 2022).
−Removed: The ESAB Group, Inc.
−Removed: Excess Benefits Plan (incorporated by reference to Exhibit 10.10 to Amendment No.
−Removed: 1 to ESAB Corporation’s Registration Statement on Form 10 (File No.
−Removed: 001-41297) as filed with the SEC on March 11, 2022).
−Removed: The ESAB Group, Inc.
−Removed: Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.11 to Amendment No.
−Removed: 1 to ESAB Corporation’s Registration Statement on Form 10 (File No.
−Removed: 001-41297) as filed with the SEC on March 11, 2022).
−Removed: ESAB Corporation Executive Officer Severance Plan (incorporated by reference to Exhibit 10.12 to Amendment No.
−Removed: 1 to ESAB Corporation’s Registration Statement on Form 10 (File No.
−Removed: 001-41297) as filed with the SEC on March 11, 2022).
−Removed: Employment Agreement, dated February 21, 2022, between ESAB Corporation and Shyam Kambeyanda (incorporated by reference to Exhibit 10.21 to Amendment No.
−Removed: 1 to ESAB Corporation’s Registration Statement on Form 10 (File No.
−Removed: 001-41297) as filed with the SEC on March 11, 2022).
−Removed: Form of Change in Control Agreement, effective February 17, 2022 (ESAB) (incorporated by reference to Exhibit 10.31 to Amendment No.
−Removed: 1 to ESAB Corporation’s Registration Statement on Form 10 (File No.
−Removed: 001-41297) as filed with the SEC on March 11, 2022).
−Removed: Form of ESAB Corporation Registration Rights Agreement, among ESAB Corporation, Mitchell P.
−Removed: Rales and Steven M.
−Removed: Rales (incorporated by reference to Exhibit 10.37 to Amendment No.
−Removed: 1 to ESAB Corporation’s Registration Statement on Form 10 (File No.
+Added: Amendment No.
+Added: 2 to Credit Agreement, dated as of June 28, 2022 (incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Form 8-K (File No.
+Added: 001-41297) as filed with the SEC on June 28, 2022).
+Added: Form of Change in Control Agreement (incorporated by reference to Exhibit 10.31 to ESAB Corporation's Registration Statement on Form 10 (File No.
001-41297) as filed with the SEC on March 11, 2022).
11 unchanged sentences
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: 104 Cover Page Interactive Data File - The cover page from this Quarterly Report on Form 10-Q for the quarter ended April 1, 2022 is formatted in Inline XBRL (included as Exhibit 101).
−Removed: # Indicates management contract or compensatory plan, contract or arrangement.
−Removed: + Excludes certain immaterial schedules and exhibits pursuant to the provisions of Regulation S-K, Item 601(a)(5).
−Removed: A copy of any of the omitted schedules and exhibits pursuant to Regulation S-K, Item 601(a)(5) will be furnished to the Securities and Exchange Commission upon request.
+Added: 104 Cover Page Interactive Data File - The cover page from this Quarterly Report on Form 10-Q for the quarter ended July 1, 2022 is formatted in Inline XBRL (included as Exhibit 101).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
1 unchanged sentence
Kambeyanda President and Chief Executive Officer
−Removed: Kambeyanda (Principal Executive Officer) May 10, 2022
+Added: Kambeyanda (Principal Executive Officer) August 9, 2022
/s/ Kevin Johnson Chief Financial Officer
−Removed: Kevin Johnson (Principal Financial Officer) May 10, 2022
+Added: Kevin Johnson (Principal Financial Officer) August 9, 2022
/s/ Renato Negro Controller and Chief Accounting Officer
−Removed: Renato Negro (Principal Accounting Officer) May 10, 2022
+Added: Renato Negro (Principal Accounting Officer) August 9, 2022
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.