EX-10.01



 Exhibit 10.01 
  

							
	



				WEB		WWW.CEPHEID.COM
				MAIN		1.888.336.2743
				FAX		1.408.734.1260
				
			March 31, 2015				

 Mr. IIan Daskal 
 1498
Saskatchewan Drive 
 Sunnyvale, CA 94087 
  

	Re:	Offer of Employment by Cepheid 

 Dear IIan: 

I am very pleased to confirm our offer of employment with Cepheid (the “Company”). You will report to Mr. John
Bishop, Chairman and Chief Executive Officer, in the position of Executive Vice President and Chief Financial Officer based in Sunnyvale, California. The terms of our offer and the benefits currently provided by the Company are as follows: 

1. Starting Salary. Your starting bi-weekly salary will be $16,346.16, which is the equivalent of $425,000.16 on an annual basis;
and will be subject to annual review. 
 2. Executive Incentive Plan. You will have the opportunity to earn up to 60% of your
base pay as a target bonus to be paid based upon the financial performance of the company and your individual departmental objectives. You will receive documentation regarding the Company’s Executive Incentive Plan and your specific objectives
upon commencement of employment. 
 3. Change of Control. The Company will offer you the change of control benefits detailed in
Exhibit A effective with your date of hire. 
 4. Separation Benefits. Upon termination of your employment with the Company for
any reason, you will receive payment for all unpaid salary, reimbursements and PTO accrued to the date of your termination of employment; and your benefits will be continued under the Company’s then existing benefit plans and policies for so
long as provided under the terms of such plans and policies and as required by applicable law; and continued rights to indemnification and defense by the Company and its insurers, subject to the terms of the Company’s insurance and
indemnification policies. 
 5. Benefits. In addition, you will be eligible to participate in regular health insurance, bonus
and other employee benefit plans established by the Company for its employees from time to time. Except as provided below, the Company reserves the right to change or otherwise modify, in its sole discretion, the preceding terms of employment, as
well as any of the terms set forth herein at any time in the future. 
 6. Paid Time Off. You will accrue Paid Time Off (PTO)
based on an accrual rate of 20 days per calendar year, commencing with your hire date. 
 7. Confidentiality. As an employee of
the Company, you will have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of
the Company, you will need to sign the Company’s standard “Employee Invention Assignment and Confidentiality Agreement” as a condition of your employment. We wish to impress upon you that we do not want you to, and we hereby direct
you not to, bring with you any confidential or proprietary material of any former employer or to violate any other obligations you may have to any former employer. During the period that you render services to the Company, you agree to not engage in
any employment, business or activity that is in any way competitive with the business or proposed business of the Company. You will disclose to the Company in writing any other gainful employment, business or activity that you are currently
associated with or participate in that competes with the Company. You will not assist any other 

  

			
			




			 904 CARIBBEAN DRIVE SUNNYVALE, CA 94089 USA
WWW.CEPHEID.COM











 IIan Daskal 

Employment Offer 
  Page
 2
 
  

 
person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company. You represent that your signing of this offer
letter, agreement(s) concerning stock options granted to you, if any, under the Plan (as defined below) and the Company’s Employee Invention Assignment and Confidentiality Agreement and your commencement of employment with the Company will not
violate any agreement currently in place between yourself and current or past employers. 
 8. Options. We will recommend to
the Compensation and Organizational Development Committee of the Board of Directors of the Company that you be granted the opportunity to purchase up to 100,000 shares of Common Stock of the Company at the closing fair market value of the
Company’s Common Stock at the end of business on the day the Compensation Committee approves your grant, or your first day of employment, whichever is later. The shares you will be given the opportunity to purchase will vest at the rate of
twenty-five percent (25%) at the end of your first anniversary with the Company, and an additional 1/48 of the total number of shares per month thereafter, so long as you remain employed by the Company. However, the grant of such options by the
Company is subject to the Compensation Committee’s approval and this promise to recommend such approval is not a promise of compensation and is not intended to create any obligation on the part of the Company. Further details on the Plan and
any specific option grant to you will be provided upon approval of such grant by the Compensation Committee. 
 9. Restricted
Stock. We will recommend to the Compensation and Organizational Development Committee of the Board of Directors of the Company that you be granted 10,000 restricted stock units (“RSUs”), pursuant to the
Corporation’s 2006 Equity Incentive Plan and subject to the notice of RSU award and award agreement. The shares you will be awarded will vest at the rate of twenty-five percent (25%) at the end of your first anniversary with the Company,
and an additional 1/16th of the RSUs at the end of each three-month period thereafter, so long as you remain employed by the Company. However, the grant of such RSUs by the Company is subject to
the Compensation Committee’s approval and this promise to recommend such approval is not a promise of compensation and is not intended to create any obligation on the part of the Company. Further details on the Plan and any specific RSU grant
to you will be provided upon approval of such grant by the Compensation Committee. 
 10. At-Will Employment. While we look
forward to a long and profitable relationship, should you decide to accept our offer, you will be an at-will employee of the Company, which means the employment relationship can be terminated by either of us for any reason, at any time, with or
without prior notice and with or without cause. Any statements or representations to the contrary (and, indeed, any statements contradicting any provision in this letter) should be regarded by you as ineffective. Further, your participation in any
stock option or benefit program is not to be regarded as assuring you of continuing employment for any particular period of time. Any modification or change in your at will employment status may only occur by way of a written employment agreement
signed by you and the Chief Executive Officer of the Company. 
 11. Authorization to Work. Please note that because of
employer regulations adopted in the Immigration Reform and Control Act of 1986, within three (3) business days of starting your new position you will need to present documentation demonstrating that you have authorization to work in the United
States. If you have questions about this requirement, which applies to U.S. citizens and non-U.S. citizens alike, you may contact our personnel office. 

12. Insider Trading Policy. This offer is contingent upon reading and signing the enclosed Insider Trading Policy. 

13. Background Check. This offer is also contingent upon successful completion of a background check, including a check of your
employment references. This offer can be rescinded based upon data received in the background check. 








 IIan Daskal 

Employment Offer 
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 14. Entire Agreement. This offer, once accepted, constitutes the entire
agreement between you and the Company with respect to the subject matter hereof and supersedes all prior offers, negotiations and agreements, if any, whether written or oral, relating to such subject matter. You acknowledge that neither the Company
nor its agents have made any promise, representation or warranty whatsoever, either express or implied, written or oral, which is not contained in this agreement for the purpose of inducing you to execute the agreement, and you acknowledge that you
have executed this agreement in reliance only upon such promises, representations and warranties as are contained herein. 
 15.
Acceptance. This offer will remain open until April 3, 2015. If you decide to accept our offer, and I hope you will, please sign the enclosed copy of this letter in the space indicated and return it to me. Your signature will
acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me. 

We look forward to the opportunity to welcome you to the Company. 

 

	
	Sincerely,
	
	/s/ Mike Fitzgerald
	 Mike Fitzgerald
 Executive Vice
President,
 Global Human Resources



 I have read and understood this offer letter and hereby acknowledge, accept and agree to the terms as set forth above
and further acknowledge that no other commitments were made to me as part of my employment offer except as specifically set forth herein. 
  

									
		 		 	
					
		 	 /s/ IIan Daskal
	 		 	Date signed:	 	4/2/2015
		 	IIan Daskal	 		 		 	
					
		 	 4/9/2015
	 		 		 	
		 	Start Date