April 3, 2022 Christopher Smith Re: Restricted Stock Agreement Amendment Dear Chris:Ortho Clinical Diagnostics Holdings PLC • April 7th, 2022 • In vitro & in vivo diagnostic substances
This letter sets forth our agreement with respect to certain terms and conditions of your outstanding restricted shares previously granted under the Company’s 2014 Equity Incentive Plan (the “Plan”). This letter does not address the terms and conditions of your outstanding stock options, which are addressed in that certain Special Advisor Agreement previously entered into between you and Coronado Topco, Inc. (“Topco”) (as it may be amended from time to time, the “Advisor Agreement”).
AMENDED AND RESTATED SPECIAL ADVISOR AGREEMENTSpecial Advisor Agreement • April 7th, 2022 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances • California
THIS AMENDED AND RESTATED SPECIAL ADVISOR AGREEMENT (this “Agreement”) is made and entered as of April 3, 2022 (the “Effective Date”), by and between Coronado Topco, Inc., a Delaware corporation (the “Company”), and Christopher Smith, an individual (“Smith”).
ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLCOrtho Clinical Diagnostics Holdings PLC • April 7th, 2022 • In vitro & in vivo diagnostic substances
Reference is made to those certain option award agreements (the “Option Agreements”) between you and Ortho Clinical Diagnostics Holdings PLC (f/k/a Ortho-Clinical Diagnostics Bermuda Co. Ltd.) (the “Company”), pursuant to which you were granted options to purchase shares of Company common shares (“Options”) under the Company’s 2021 Incentive Award Plan (the “2021 Plan”) and the Company’s 2014 Equity Incentive Plan (the “2014 Plan” and, together with the 2021 Plan, the “Plans”). Capitalized terms not otherwise defined herein have the meaning set forth in the Option Agreements. Notwithstanding the terms of the Option Agreements, this letter hereby amends the Option Agreements to provide for the following:
ORTHO-CLINICAL DIAGNOSTICS HOLDINGS PLC OMNIBUS AMENDMENT TO AWARD AGREEMENTSAward Agreements • April 7th, 2022 • Ortho Clinical Diagnostics Holdings PLC • In vitro & in vivo diagnostic substances
This Omnibus Amendment to Award Agreements (the “Amendment”) amends those outstanding award agreements described below (the “Award Agreements”) relating to share option awards, restricted share units and restricted shares (each an “Award”) granted by Ortho Clinical Diagnostics Holdings plc or its predecessors (the “Company”) under the Company’s 2014 Equity Incentive Plan or the Company’s 2021 Equity Incentive Plan (each a “Plan” and together, the “Plans”). Capitalized terms not defined herein shall have the meanings set forth in the respective Plan. This Amendment does not, however, amend the terms of, and does not apply to, any Award that is covered by an individual amendment or similar agreement addressing the impact of the Combinations (as defined below) thereon.
