Mirion Technologies, Inc. 3000 Executive Parkway, Suite 222 San Ramon, CA 94583
EXHIBIT 10.26
[Date]
[Addressee]
[Address]
[Address]
[Address]
[Address]
Ladies and Gentleman:
This letter agreement (this “Agreement”), entered into between Mirion Technologies,
Inc. (the “Company”) and ___(“Holder”), sets forth the understanding
of the parties hereto with respect to the payment by the Company of certain dividends to which
Holder shall be entitled as a holder of shares of the Preferred Stock of the Company in accordance
with Section 3.1 of the Amended and Restated Certificate of Incorporation of the Company (the
“Certificate of Incorporation”).
The parties agree that all dividends to be paid to Holder in newly issued shares of Preferred
Stock to which Holder is or shall become entitled pursuant to Section 3.1 of the Certificate of
Incorporation that accrue between April 1, 2010 and the date of the conversion of the Preferred
Stock into shares of Class A Common Stock (the “Conversion Date”) shall in lieu and in
complete satisfaction of the Company’s obligations in respect thereof be made by the Company in the
form of a cash payment to the Holder in an amount equal to the product of (x) the number of shares
of Class A Common Stock into which such paid-in-kind dividends would be convertible on the
Conversion Date and (y) the initial public offering price of the shares of common stock of the
Company in the Company’s initial public offering (the “Offering”). Such cash payment shall
be made promptly following the closing of the Offering.
The provisions of this Agreement may not be amended, modified, waived or terminated without
the written consent of each party hereto. This Agreement shall automatically terminate and neither
party shall have any further obligation hereunder if the Preferred Stock has not converted into
shares of Class A Common Stock on or before June 1, 2010 and if so terminated all entitlements of
the Holder to Preferred Stock dividends from and after April 1, 2010 shall be restored in full.
This Agreement may be executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute but one and the same
instrument. This Agreement shall be deemed to be a contract governed by the laws of the State of
Delaware and shall for all purposes be construed in accordance with the laws of such state, without
reference to the conflicts of laws provisions thereof. Any terms used herein that are not herein
defined shall be used herein as defined in the Certificate of Incorporation.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed, by their duly authorized
officers or agents where applicable, as of the same day and year first above written.
| MIRION TECHNOLOGIES, INC. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| HOLDER |
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| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature Page to Letter Agreement]
