EX-10.01



 Exhibit 10.01 

 

							
	



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	  	WWW.CEPHEID.COM
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1.408.734.1260


 April 11, 2013 
 Warren Kocmond 
 [Home Address] 

 

	Re:	Offer of Employment by Cepheid 


Dear Warren: 
 I am very
pleased to confirm our offer to you of employment with Cepheid (the “Company”). You will report to John Bishop in the position of Executive Vice President, Global Operations. 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
$14,807.69, which is the equivalent of $385,000.00 on an annual basis, and will be subject to annual review. 
 2.
Executive Incentive Plan. You will have the opportunity to earn up to 45% 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 be
eligible for the full-year 2013 bonus with no proration applied. 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. 
 Effective on and following your first day of employment, under certain circumstances, you will also be entitled to
receive severance benefits as set forth below, provided you sign a valid and binding general release of claims satisfactory to the Company. Payment of your severance benefits shall be subject to deferral as necessary to comply with Section 409A
of the Internal Revenue Code (the “Code”). You agree that, except as set forth below, you will not be entitled to any other compensation, award or damages with respect to your employment or termination. 

 

	 	a)	In the event of your voluntary termination, or upon a termination by the Company for Cause, you will not be entitled to any cash severance benefits or additional
vesting of any outstanding stock options granted or restricted stock issued to you by the Company. 

  

	 	b)	In the event of your termination by the Company without Cause within 12 months of your date of hire, provided that you sign a valid and binding general release of
claims satisfactory to the Company, you shall receive a single lump sum severance payment equal to six months of your then current annual base salary (less applicable deductions and withholdings) payable within ten business days of the effective
date of your termination, subject to any deferral of payment under Section 409A of the Code. 

  

					
		  	904 CARIBBEAN DRIVE SUNNYVALE, CA 94089 USA	  	














			
	



	 	 Warren Kocmond
 Employment Offer
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	 	c)	Notwithstanding the foregoing, in the event of your Termination Upon a Change of Control (as defined in the Change of Control Retention and Severance Agreement attached
as Exhibit C), you will receive the severance and equity acceleration benefits set forth in such agreement in lieu of any severance benefits under this agreement. 


 

	 	d)	If your severance and other benefits provided for in this section constitute “parachute payments” within the meaning of Section 280G of the Code and, but
for this subsection, would be subject to the excise tax imposed by Section 4999 of the Code, then your severance and other benefits will be payable, at your election, either in full or in such lesser amount as would result, after taking into
account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, in your receipt on an after-tax basis of the greatest amount of severance and other benefits. 


“Cause” means your (a) failure or refusal to perform any reasonable and lawful duty of your position or
failure to follow the lawful directions of the Chief Executive Officer after being given written notice of such failure and fifteen days in which to cure your performance, provided that such notice will be required only with respect to the first
failure; (b) commission of an act that constitutes misconduct and is injurious to the Company or any subsidiary; (c) conviction of, or pleading “guilty” or “no contest” to, a felony under the laws of the United States
or any state thereof; (d) committing an act of fraud against, or the misappropriation of property belonging to, the Company or any subsidiary; (e) commission of an act of dishonesty in connection with your responsibilities as an employee
and affecting the business or affairs of the Company; or (f) breach of any confidentiality, proprietary information or other agreement between you and the Company or any subsidiary. 

5. Benefits. In addition, you will be eligible to participate in regular health insurance, 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 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. The Compensation Committee of the Board of Directors of the Company was approved that you be granted the
opportunity to purchase up to 75,000 shares of Common Stock of the 

  
 



 










			
	



	 	 Warren Kocmond
 Employment Offer
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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. The Compensation Committee of the Board of Directors of the Company was
approved that you be granted 8,333 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. 
 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. 

  
 



 










			
	



	 	 Warren Kocmond
 Employment Offer
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 15. Acceptance. This offer will remain open until April 15,
2013. 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/ John L. Bishop

	John L. Bishop
	Chairman and Chief Executive Officer


 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/ Warren Kocmond
	 		 	Date signed:	 	 4/12/13

	Warren Kocmond	 		 		 	
				
	 May 6, 2013
	 		 		 	
	Start Date