Employment Agreement - Perkin-Elmer Corp. and Dennis Winger
The Perkin-Elmer Corporation
Norwalk, Connecticut 06859
Michael J. McPartland
Vice President
Human Resources
June 24, 1997
Mr. Dennis Winger
2828 Jackson Street
San Francisco, CA 94115
Dear Dennis:
This will confirm our offer to you of a position as Senior
Vice President, Finance and Chief Financial Officer. At the
Board of Directors meeting, following your date of hire, it
will be recommended that you be elected a Senior Vice
President and Officer of the Corporation. In this position,
you will report to Tony L. White. Reporting to you will be
Ugo DeBlasi, Corporate Controller; John Ostaszewski,
Assistant Treasurer; John Ryan, Vice President, Tax; John
McBennett, Vice President, Audit; Charles Poole, Vice
President, Investor Relations; and John Hill, Vice
President, Information Technology.
The annual starting salary for the position is $375,000.
Your salary will be reviewed annually, beginning in August,
1998. In addition, you will be recommended to the
Management resources Committee of the Board as a participant
in our Contingent Compensation Program. As a member of the
program, you are eligible to earn a bonus award of 60% of
your salary for achieving target-level performance. In FY
98, you will participate with full share potential based on
Corporate performance.
As Chief Financial Officer, you will be eligible along with
the CEO for an annual cash flow related Restricted Stock
Award. Upon achieving target performance, that Award would
provide you with 1,500 shares of Perkin-Elmer stock. At 10%
over target performance, this increases to a maximum award
of 3,000 shares. Obviously at 90% of target performance,
there is no award. Details of this Award will be set forth
in a separate agreement.
<PAGE>
Mr. Dennis Winger
June 24, 1997
Page 2
We will recommend to the Board that you be granted a 50,000
share stock option at the Board meeting following your date
of hire. The option grant will be valued according to the
average market price of the stock on that day. Each year,
you will be eligible for a stock option grant. At current
guidelines used by the Board, this would be an annual grant
of 25,000 shares. Also, subject to Board approval, will be
the establishment of a change-of-control contract giving you
certain rights and salary payments if such a situation
arises. Details of these programs will be furnished in
separate letters after the Board meeting.
You will also be eligible to receive 30,000 performance
based options. These options will be equally divided in
5,000 share increments with performance targets of $80 / $87
/ $94 / $101 / $108 / $115. These shares vest when the
target price is achieved for a 90 day period. There is an
additional vesting requirement of three year active
employment which must be satisfied. Enclosed is a copy of
the briefing paper which we provided to the Board describing
this program.
In addition to the foregoing, the position offered to you
entitles you to an annual car allowance of $15,000,
financial planning and tax preparation assistance from a
provider of your choice and four weeks annual vacation. The
usual range of other benefits is also included. I have
enclosed a copy of our Employee Guidebook which outlines our
benefit programs.
As we discussed, we propose protecting your gain of
$1,270,000 in Chiron equity in the following manner:
- - A $250,000 cash payment at the time you join Perkin-
Elmer.
- - A separate grant of 15,000 Perkin-Elmer options with a
four year vesting period. If at the end of the four year
vesting period, the aggregate appreciation of the options
does not equal $1,000,000 (gross), the Company will provide
a cash bonus to ensure that you receive $1.0M in pre tax
gain. Obviously, if the aggregate appreciation of this
option grant exceeds $1.0M, you will forgo any further
payment.
<PAGE>
Mr. Dennis Winger
June 24, 1997
Page 3
In some instances, your awards will be made subject to
shareholder approval of the shares to support the grant. If
for some reason we fail to receive that approval, we would
be prepared to honor our commitments with cash payments.
Although Connecticut will be your principal residence, we
understand that you will maintain a residence in California.
In order to assist you in this living arrangement, we will
reimburse reasonable travel expenses for your wife to
accompany you between California and Connecticut.
Dennis, we hope that you will accept this offer and join
Perkin-Elmer. Speaking personally, I look forward to
working with you and offer you my full support and
cooperation in the fulfillment of your responsibilities.
The other members of the management team are also very
enthusiastic about the prospect of having you as a
colleague.
Please do not hesitate to call me at my office (203-761-
5451) or my home
(203-259-6012), if you have any questions.
Sincerely,
/s/ Michael J. McPartland
/jk
cc: T.L. White
<PAGE>
The Perkin-Elmer Corporation
Norwalk, Connecticut 068599
July 21, 1997
Amended August 11, 1997
Tony L. White
Chairman and President
Chief Executive Officer
Mr. Dennis Winger
2828 Jackson Avenue
San Francisco, CA 94115
Dear Dennis:
This will confirm our conversation of today. The following
additions and clarifications to your offer letter of June 24
will be applicable in the event of your determination for
any reason other than cause.
1. Regarding the 15,000 share option on page 2 (last ).
The one million dollars guarantee would vest 25% per year
for 4 years beginning with your first anniversary as a
Perkin-Elmer employee.
2. Should you be terminated for anything other than cause
within the first two years, you could expect two years of
base pay and continuation of health benefits. This
commitment will be extended annually, unless either party
gives six months' notice of intent not to renew.
3. Your initial payment of $250,000 will be earned and
paid after you have completed two weeks employment with the
company.
Dennis, we are delighted you have accepted this position and
we look forward to getting the start date finalized and
starting to work with you. My best to Barbara.
Sincerely,
/s/ Tony L. White
Tony L. White