EXHIBIT 10.15
Published on May 5, 2025
Exhibit 10.15
Fortive Corporation
6920 Seaway Boulevard
Everett, WA 98203
STRICTLY PRIVATE AND CONFIDENTIAL
March 10, 2025
Karen M. Bick
[Intentionally omitted]
Dear Karen:
We are excited for you to continue your career with us in a new role! As discussed, Fortive (the “Company”) has announced that it will separate into two publicly traded companies (the "Separation") through the spin-off of a newly-formed company to own the businesses operating under Fortive's current Precision Technologies segment ("Ralliant Corporation"). Completion of the Separation will be deemed to have occurred on the first date that the common stock of Ralliant Corporation has been both registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and listed for trading under a national securities exchange.
Until the Separation, you will be an employee of the Company and your position will be Chief People Officer, Ralliant Corporation based in Raleigh, NC reporting to Tami Newcombe, President and Chief Executive Officer, Ralliant Corporation. Your position, duties, work location, and manager are subject to periodic review. In connection with the Separation, your employment will formally transfer to Ralliant Corporation, and all of your written agreements with the Company will be assigned to Ralliant.
Ralliant will be a place where you can experiment, learn, grow, and make an impact as we work to make the world stronger, safer, and smarter. We have big things ahead of us and we’re excited about your future here.
Please allow this letter to serve as documentation of the offer extended to you.
Start Date: You start date for this position will be April 1, 2025.
Pay: Prior to the Separation, and effective on April 1, 2025, your base salary will be adjusted and paid bi-weekly at the annual rate of $475,000, subject to periodic review and according to the Company’s usual payroll schedule and practices. As an executive officer of Ralliant and upon Separation, your compensation will be determined by the Compensation Committee of Ralliant, which will establish its own pay philosophy and determine its own peer group for benchmarking purposes after the Separation.
Incentive Compensation Plan Bonus: We believe that all employees have an impact on the achievement of the Company's goals. As part of your total compensation package and prior to the Separation, you will be eligible to participate in the Fortive Incentive Compensation Plan (“ICP”) with a target bonus of 70% of your annual base salary, subject to periodic review. This bonus is based on a Company Financial Factor and a Personal Performance Factor which are determined each year. Normally, ICP payments are made during the first quarter of the following calendar year.
At the time Ralliant adopts its own incentive compensation plan, your incentive compensation will no longer be governed by the Fortive ICP and will be governed by the terms of the incentive compensation plan adopted by Ralliant and its Compensation Committee. Your target bonus under such plan is expected to remain at the same level. Your ICP under the Fortive plan and the Ralliant plan will be pro-rated for any partial year of eligibility.
Sign On Equity Award: At or around the time of the Separation, a recommendation will be made to the Compensation Committee of Ralliant to grant you a one-time, sign-on equity award at the first grant window after the Separation. The target award value of this sign-on equity award will be $1,000,000.
The form and the vesting terms of the equity grant to be determined by the Ralliant Compensation Committee.
The Company (and Fortive or Ralliant) cannot guarantee that any RSUs or SOs granted to you will ultimately have any particular value or any value.
Equity Program Award: A recommendation will be made to the Compensation Committee of Ralliant to grant you an equity award as part of Ralliant Equity Program at its February 2026 grant meeting or when such grants are considered. The target award value of this equity grant will be $600,000.
The form and the vesting terms of the equity grant to be determined by the Ralliant Compensation Committee.
You will be eligible annually to participate in Ralliant’s equity compensation program, subject to periodic review.
EDIP Program: You will continue to participate in the Executive Deferred Incentive Program (“EDIP”). Upon the Separation, Ralliant will adopt its own non-qualified executive deferred income plan.
Stock Ownership Guidelines: Upon Separation, Ralliant will adopt its own stock ownership guidelines.
Relocation: We are pleased to provide relocation services through CapRelo. Specific relocation benefits are detailed in the enclosed FTV Homeowner Plus (BVO) US Domestic Relocation Policy. A CapRelo representative will contact you to explain the services and benefits provided under the policy, coordinate your relocation plan, and answer any questions that you may have. Relocation benefits are conditioned on the Relocation Repayment Agreement.
Other Benefits and Perquisites: You will be eligible for an annual cash stipend of $10,000 per year to be applied for financial services and counseling. This amount is not grossed-up for tax purpose. In addition, prior to the Separation, you will be eligible to participate in the Fortive Executive Medical
Plan in accordance with the terms thereof. Upon the separation, Ralliant will adopt its own Other Benefits and Perquisites.
Benefits: You will be eligible to participate in any employee benefit plan that the Company has adopted or may adopt, maintain, or contribute to for the benefit of its regular exempt employees generally, subject to satisfying any applicable eligibility requirements. You will be eligible to participate in our comprehensive health and other insurance benefits immediately upon your first day of employment with the Company. You will be eligible to participate in our 401(k)-retirement plan beginning on your first day of employment subject to the applicable plan. Upon the Separation, Ralliant will adopt its own health, insurance and retirement benefits plans. Upon the Separation, your service date as recognized by the Company would be recognized by Ralliant for purposes of service-based benefits.
Paid Time Off: You will be eligible for annual Paid Time Off benefits pursuant to the Company’s policy. Paid Time Off may be prorated based on your start date. Upon separation, your accrued, unused Paid Time Off with the Company will be recognized by Ralliant.
Severance Benefits: Prior to the completion of the Separation, you will be entitled to the same level of severance benefits set forth in Fortive’s Severance and Change-in-Control Plan for Officers (“Fortive CIC Plan”); provided however, that any disposition(s) of ownership interests by Fortive in Ralliant, or issuance of shares by Ralliant, in one or more transactions shall not constitute a Change in Control (as defined in the Fortive CIC Plan). A copy of the Fortive CIC Plan is attached for your reference.
Following completion of the Separation, you will be eligible to participate in Ralliant’s Severance and Change-in-Control Plan for Officers (the “Ralliant CIC Plan”), which plan will be substantially similar to the Fortive CIC Plan; provided however, that any disposition(s) of ownership interests by Fortive in Ralliant, or any issuance of shares by Ralliant, in one or more transactions shall not constitute a Change in Control (as defined in the Fortive CIC Plan).
At-Will Employment: Nothing in this offer letter shall be construed as any agreement, express or implied, to employ you for any stated term. Your employment with the Company will be on an at-will basis, which means that either you or the Company can terminate the employment relationship at any time and for any reason (or no reason), with or without notice.
Conditions of Employment Offer: This offer of employment is expressly conditioned upon your signature on the following documents:
· | Offer Letter | |
· | Agreement Regarding Competition/Solicitation and the Protection of Proprietary Interests and the terms contained therein | |
· | Directors and Officers Questionnaire Relocation repayment agreement | |
· | Fortive Severance and Change-in-Control Plan for Officers |
Please let us know your decision within 7 days. You may acknowledge that you have read, understood, and accept this offer of at-will employment by signing and returning it, along with the signed documents referenced above.
We sincerely look forward to welcoming you to the team! Feel free to contact me with any questions or concerns. Please don’t hesitate to reach out. Thank you!
Sincerely,
/s/ Tami Newcombe | |
Tami Newcombe |
President and Chief Executive Officer, Ralliant Corporation
Agreed & Accepted:
/s/ Karen Bick | |
Karen Bick |