EX-10.1





 Exhibit 10.1 
  

 
 



 
 May 17, 2021 
 Ricky
Hopson 
 [Address on file with Company] 
 Dear Ricky: 

Congratulations on your promotion to Vice President & Chief Accounting Officer (VP CAO). This letter amends and restates previous offer letters and
is effective June 1, 2021. 
 The following is important information about your new position, benefits and rewards. I encourage you to review all
materials thoroughly and contact me with questions. 
 1. Position: Your position is VP CAO, reporting directly to Tom Castellano, SVP and CFO,
Catalent, Inc. As VP CAO, you will be a member of Catalent’s Executive Leadership Team (ELT). 
 2. Pay: Your annualized base pay is $350,000.
and paid bi-weekly. As a member of our ELT, your salary will be reviewed annually and adjusted if required based on market data. 

3. Performance: Your performance reviews follow the standard annual review calendar for Catalent. Annual Goal and Objectives will be set and amended by
the CEO as appropriate. 
 4. Rewards: Catalent is pleased to offer a comprehensive, competitive compensation program that rewards talented employees
for their performance. 
 a. You will continue to be eligible for participation in our short-term incentive plan, “Management Incentive
Plan” (MIP). Your annual target incentive will increase to $280,000 effective July 1, 2021. Your actual MIP dollar value target will be reviewed annually and adjusted in the sole discretion of the company following a review of market data.
Actual annual bonus payments are determined based upon the achievement of specific financial and management agenda objectives and your achievement of your personal goals and objectives. Please note that as an ELT member, your MIP target will be a
fixed dollar amount and not a percentage of base pay. 
 b. You will continue to be eligible for participation in our Long-Term Incentive
Plan (LTIP). Your target LTIP grant value will be $280,000. Your new LTIP target will be effective with the FY22-FY24 LTIP award scheduled to be granted in July 2021. Components of the award are proportionately 50% performance share units (PSUs),
30% stock options and 20% restricted stock units (RSUs), all to be granted in accordance with Catalent’s normal practices for LTlP awards to ELT members, which includes your execution of agreements with respect to each grant. Your LTIP annual
grant value as well as the component mix will be reviewed annually and adjusted in the sole discretion of the company following a review of market data. Please note that as an ELT member, your LTIP target will be a fixed dollar amount and not a
percentage of base pay. 
 c. In addition, you have been granted a special Restricted Stock Unit (RSU) award valued at $350,000 with a
three-year cliff vesting. Details of this RSU grant will be sent under separate cover. 












 5. Severance: Your original separate severance agreement letter that provides you severance equal to
your annual base salary and target annual MIP will continue, subject to the terms and conditions of the severance agreement. 
 6. Paid Time Off: You
remain eligible for our eight (8) paid company holidays (New Year’s Day, Martin Luther King Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the day following, and Christmas Day). You are also eligible to receive up to
36 days of Paid Time Off (PTO) each calendar year. PTO includes vacation, sick and personal days, all of which need to be used during the calendar year as we do not permit carry over, unless required by the laws of the place where you are based.

 7. Terms: Notwithstanding anything to the contrary in this offer letter, employment with Catalent is not for any definite period and is
terminable, with or without notice, at the will of either you or the company at any time for any reason. There shall be no contract, express or implied, of employment. 

8. Confidentiality: In accepting this offer, you reaffirm your commitment and understanding that you continue to be bound by the Confidentiality and Non-Compete terms set out in previous LTlP grants made to you. 
 9. Ethics: As a company founded on a core set of
values, we expect you to continue to abide by and certify, as may be requested from time to time, your continued compliance with our Standards of Business Conduct. 

Your agreement to the terms of this letter supersedes any other oral or written agreement or understanding you have with the company (including any prior
offer letter with the company or any predecessor entity) regarding your eligibility for rewards and benefits. 
 Please sign below to indicate your
agreement to the terms of this letter. 
 If you have any questions, please feel free to call me at 732-537-6147 or Steven Fasman at 732-537-5958. 

Sincerely yours, 
 /s/ Tom Castellano 

Tom Castellano 
 SVP - Chief Financial Officer 

Catalent, Inc. 
 Copies: Steven Fasman 

    Ricardo Pravda 
 I accept
employment on the terms offered above: 
  

							
	 /s/ Ricky Hopson
	  		  	 5/18/2021
	  	
	 Ricky Hopson
	  		  	Date