ESAB Corp 10-Q

Item 5. Other Information On August 5, 2022, the Company entered into a change in control agreement with each of its executive officers (the “Change in Control Agreements”). 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). 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. 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. 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: (i) two times the annual base salary of such executive officer plus (ii) two times the target cash bonus opportunity of such executive officer. 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. 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. 46 ESAB CORPORATION NOTE TO THE CONDENSED BALANCE SHEETS 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. 47 Item 6. Exhibits Exhibit No. Exhibit Description 10.1 Amendment No. 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. 001-41297) as filed with the SEC on June 28, 2022). 10.2 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). 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 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). 48 SIGNATURES 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. Registrant: ESAB Corporation By: /s/ Shyam P. Kambeyanda President and Chief Executive Officer Shyam P. Kambeyanda (Principal Executive Officer) August 9, 2022 /s/ Kevin Johnson Chief Financial Officer Kevin Johnson (Principal Financial Officer) August 9, 2022 /s/ Renato Negro Controller and Chief Accounting Officer Renato Negro (Principal Accounting Officer) August 9, 2022 49