GE HealthCare Technologies Inc. Underwriting AgreementUnderwriting Agreement • August 9th, 2024 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus
GE HealthCare Technologies Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $1,000,000,000 principal amount of the 4.800% Senior Notes due 2029 specified above (the “Securities”). The Securities will be issued pursuant to the indenture, dated as of November 22, 2022 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture to be dated on or about August 14, 2024 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 11th, 2022 • GE Healthcare Holding LLC • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of [ ], 2023 (the “Effective Date”) by and between GE HealthCare Technologies Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between GENERAL ELECTRIC COMPANY and GE HEALTHCARE HOLDING LLC Dated as of November 7, 2022Separation and Distribution Agreement • November 7th, 2022 • GE Healthcare Holding LLC • X-ray apparatus & tubes & related irradiation apparatus • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November 7, 2022, by and between General Electric Company, a New York corporation (“Parent”), and GE Healthcare Holding LLC, a Delaware limited liability company, to be converted to a corporation and renamed GE HealthCare Technologies Inc. prior to the Distribution Date (“SpinCo”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in Article I.
TAX MATTERS AGREEMENT by and between GENERAL ELECTRIC COMPANY and GE HEALTHCARE TECHNOLOGIES INC. Dated as of January 2, 2023Tax Matters Agreement • January 4th, 2023 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This TAX MATTERS AGREEMENT (including the schedules hereto, this “Agreement”), is entered into as of January 2, 2023 between General Electric Company, a New York corporation (“Parent”), and GE HealthCare Technologies Inc., a Delaware corporation (“SpinCo” and, together with Parent, the “Parties”).
●] Shares GE HEALTHCARE TECHNOLOGIES INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 5th, 2023 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
REAL ESTATE MATTERS AGREEMENTReal Estate Matters Agreement • January 4th, 2023 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus
This REAL ESTATE MATTERS AGREEMENT (this “Agreement”) is entered into on January 2, 2023 by and between General Electric Company, a New York corporation (“Parent”), and GE HealthCare Technologies Inc., a Delaware corporation (“SpinCo”).
TRANSITION SERVICES AGREEMENT BETWEEN GENERAL ELECTRIC COMPANY AND GE HEALTHCARE TECHNOLOGIES INC. DATED JANUARY 2, 2023Transition Services Agreement • January 4th, 2023 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This TRANSITION SERVICES AGREEMENT, dated January 2, 2023 (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”), is made and entered into by and between General Electric Company, a New York corporation (“Parent”), and GE HealthCare Technologies Inc., a Delaware corporation (“SpinCo”). Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the Separation Agreement (as defined below).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • January 4th, 2023 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of December 31, 2022 is made and entered into by and between General Electric Company, a New York corporation (“Parent”), as licensor, and GE HealthCare Imaging Holding Inc., a Delaware corporation (“Licensee”), as licensee.
SETTLEMENT AGREEMENT WITHOUT PREJUDICE AND SUBJECT TO CONTRACTSettlement Agreement • November 7th, 2022 • GE Healthcare Holding LLC • X-ray apparatus & tubes & related irradiation apparatus
Following our recent discussions, I am writing to confirm the terms that you have agreed with GE Healthcare UK Limited (the “Company”) in connection with your departure from the Company.
GE HealthCare [Year] Stock Option Grant Agreement (“Grant Agreement”) For <<Employee Name>> (“Grantee”)Equity Grant Agreement • March 3rd, 2023 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus
Grant Date Option Shares Granted Option Exercise Price* OptionExpiration Date Vesting Schedule Number of Option Shares Vesting Date <<Date>> <<Number>> $ [Month] 1, [Year] 33% [Month] 1, [Year] 33% [Month] 1, [Year] 34% [Month] 1, [Year]
GE HealthCare Technologies [Year] Restricted Stock Unit Grant Agreement (“Grant Agreement”) For <<Employee Name>> (“Grantee”)Equity Grant Agreement • March 3rd, 2023 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus
GE HealthCare Performance Stock Unit Grant Agreement (“Grant Agreement”) For <<Employee Name>> (“Grantee”)Equity Grant Agreement • April 30th, 2024 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus
Grant Date PSUs Granted Vesting Schedule Number of PSUs1 Vesting Date <<Date>> <<Number>> 100% The date in Q1 <<Year>> on which the Committee (as defined below) certifies PSU performance
14,000,000 Shares GE HEALTHCARE TECHNOLOGIES INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 14th, 2024 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
CHICAGO — GE HealthCare Technologies Inc. (Nasdaq: GEHC) (the “Company” or “GE HealthCare”) announced today the launch of a secondary underwritten public offering (the “Offering”) of 13,000,000 shares of its common stock (the “GEHC Shares”). GE HealthCare is not selling any shares of common stock and will not receive any proceeds from the sale of the GEHC Shares in the Offering or from the debt-for-equity exchange (as described below).
August 18, 2020 Equity Grant Agreement GE Performance Share Grant Agreement For H. Lawrence Culp, Jr. (the “Grantee”)Equity Grant Agreement • November 7th, 2022 • GE Healthcare Holding LLC • X-ray apparatus & tubes & related irradiation apparatus
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • January 4th, 2023 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus
THIS EMPLOYEE MATTERS AGREEMENT (“Employee Matters Agreement”) is executed effective as of January 2, 2023, by and between General Electric Company, a New York corporation (“Parent”) and GE HealthCare Technologies Inc., a Delaware corporation (“SpinCo”) (collectively, the “Parties”).
CITIBANK, N.A., BOFA SECURITIES, INC., BNP PARIBAS SECURITIES CORP., GOLDMAN SACHS BANK USA and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Bookrunners and Joint Lead Arrangers BOFA SECURITIES, INC., as Syndication Agent BNP PARIBAS SECURITIES...364-Day Revolving Credit Agreement • December 15th, 2023 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
364-DAY REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of December 13, 2023, among GE HEALTHCARE TECHNOLOGIES INC. (the “Borrower”), the Lenders (as defined below) party hereto and CITIBANK, N.A., as the Administrative Agent (as defined below).
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENTStockholder and Registration Rights Agreement • January 4th, 2023 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of January 2, 2023 (this “Agreement”), is by and between General Electric Company, a New York corporation (“GE”), and GE HealthCare Technologies, Inc., a Delaware corporation (“HealthCare”).
GE HealthCare [Year] Performance Stock Unit Grant Agreement (“Grant Agreement”) For <<Employee Name>> (“Grantee”)Performance Stock Unit Grant Agreement • March 3rd, 2023 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus
Grant Date PSUs Granted Vesting Schedule Number of PSUs1 Vesting Date <<Date>> <<Number>> 100% The date in Q1 [Year] on which the Committee (as defined below) certifies PSU performance
CREDIT AGREEMENT dated as of November 4, 2022 Among GE HEALTHCARE HOLDING LLC, as the Borrower,Credit Agreement • November 7th, 2022 • GE Healthcare Holding LLC • X-ray apparatus & tubes & related irradiation apparatus • New York
CREDIT AGREEMENT (this “Agreement”), dated as of November 4, 2022, among GE HEALTHCARE HOLDING LLC (the “Borrower”), the Lenders (as defined below) party hereto and CITIBANK, N.A., as the Administrative Agent (as defined below).
GE HealthCare Stock Option Grant Agreement (“Grant Agreement”) For <<Employee Name>> (“Grantee”)Equity Grant Agreement • April 30th, 2024 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus
GE HealthCare Restricted Stock Unit Grant Agreement (“Grant Agreement”) For <<Director Name>>Equity Grant Agreement • April 25th, 2023 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus
February 23, 2022 Equity Grant Agreement GE 2007 Long-Term Incentive Plan (as amended and restated)Equity Grant Agreement • November 7th, 2022 • GE Healthcare Holding LLC • X-ray apparatus & tubes & related irradiation apparatus
GE HEALTHCARE TECHNOLOGIES INC. and THE BANK OF NEW YORK MELLON, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of August 14, 2024 to INDENTURE Dated as of November 22, 2022 Relating to $1,000,000,000 of 4.800% Notes due 2029Second Supplemental Indenture • August 15th, 2024 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of August 14, 2024 (this “Second Supplemental Indenture”), between GE HealthCare Technologies Inc. (the “Company”), a Delaware corporation, and The Bank of New York Mellon, as trustee (the “Trustee”), to the Base Indenture (as defined below).
GE HealthCare Deferred Stock Unit Agreement (“Agreement”) For <<Director Name>>Deferred Stock Unit Agreement • April 25th, 2023 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus
364-DAY REVOLVING CREDIT AGREEMENT dated as of December 11, 2024 Among GE HEALTHCARE TECHNOLOGIES INC., as the Borrower, CITIBANK, N.A., as the Administrative Agent, And The Lenders Party Hereto $1,000,000,000 REVOLVING DOLLAR AND EURO CREDIT FACILITY...364-Day Revolving Credit Agreement • December 12th, 2024 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
364-DAY REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of December 11, 2024, among GE HEALTHCARE TECHNOLOGIES INC. (the “Borrower”), the Lenders (as defined below) party hereto and CITIBANK, N.A., as the Administrative Agent (as defined below).
TERM LOAN AGREEMENT dated as of November 4, 2022 Among GE HEALTHCARE HOLDING LLC, as the Borrower,Term Loan Agreement • November 7th, 2022 • GE Healthcare Holding LLC • X-ray apparatus & tubes & related irradiation apparatus • New York
TERM LOAN AGREEMENT (this “Agreement”), dated as of November 4, 2022, among GE HEALTHCARE HOLDING LLC (the “Borrower”), the Lenders (as defined below) party hereto and CITIBANK, N.A., as the Administrative Agent (as defined below).
Notice to Employee: This is a legal document. You are advised to consult with an attorney prior to signing this Agreement. SEPARATION AGREEMENT & RELEASESeparation Agreement & Release • October 31st, 2023 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This is an Agreement between GE Precision Healthcare, LLC (the “Company”) and Helmut Zodl, SSO: [***] (the “Employee”). The Company, doing business as GE HealthCare, will provide benefits described herein under the terms of the benefit plans it sponsors and/or in which it participates.
13,281,302 Shares GE HEALTHCARE TECHNOLOGIES INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2024 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
CHICAGO — GE HealthCare Technologies Inc. (Nasdaq: GEHC) (the “Company” or “GE HealthCare”) announced today the launch of a secondary underwritten public offering (the “Offering”) of 13,281,302 shares of its common stock (the “GEHC Shares”). GE HealthCare is not selling any shares of common stock and will not receive any proceeds from the sale of the GEHC Shares in the Offering or from the debt-for-equity exchange (as described below).
EMPLOYMENT CONTRACT Between: GE Healthcare Limited (“the Company”) And: Jan Makela (“you”) YOUR KEY TERMSEmployment Agreement • April 25th, 2023 • GE HealthCare Technologies Inc. • X-ray apparatus & tubes & related irradiation apparatus • England and Wales
Job Title Base Salary President & CEO, Healthcare Imaging reporting to Peter Arduini, President & CEO, GE Healthcare £530,000 per year payable monthly on or about the 15th. This is also known as your Reference Pay.
