Quanterix(QTRX) - 2025 Q4 - Annual Results

Compensation and Benefits - The annual base salary for the new President and CEO is set at $750,000, subject to periodic review and potential upward adjustment [5]. - The target annual performance bonus is up to 100% of the base salary, contingent on achieving specific metrics and goals established by the Company [6]. - A sign-on cash payment of $600,000 will be provided within 30 days following the start date, with repayment conditions specified [8]. - The new executive will receive 1,070,000 Time-Based RSUs and 813,750 Performance-Based RSUs, with vesting schedules based on stock price performance [9]. - Performance-Based RSUs will vest based on the volume weighted average price (VWAP) of the Company's stock reaching $10, $15, and $20 per share over specified periods [9]. Termination and Severance - In the event of termination without Cause, the executive will receive salary continuation for 12 months, an amount equal to the target bonus, and health benefits continuation [14][15][16]. - If termination occurs within a Change-in-Control period, the severance benefits will extend to 24 months, with additional health benefits and bonus payments [18][19]. - The employment is classified as "at-will," allowing either party to terminate the employment at any time for any reason [13]. - The definition of "Change-in-Control" includes events such as a person acquiring 50% or more of the company's voting securities, changes in the Board of Directors, mergers, or the sale of substantially all assets [28]. - "Good Reason" conditions include material reductions in authority, duties, or salary exceeding 10%, and significant changes in geographic work location [29][30]. Payment and Tax Considerations - Payments under the agreement may be subject to "parachute payment" rules under Section 280G, which could trigger excise taxes [32]. - If a payment is deemed an "Overpayment" or "Underpayment," the company must repay or pay the difference with interest at the applicable federal rate [35]. - The agreement aims to comply with Section 409A of the Internal Revenue Code, ensuring that payments are structured to avoid penalties [36]. - Payments classified as "non-qualified deferred compensation" will only be payable upon separation from service [37]. - If the employee is classified as a "specified employee," payments may be delayed for six months post-separation to comply with Section 409A [38]. - The company is not liable for any tax consequences related to payments under the agreement, including those under Section 409A [41][42]. Miscellaneous Provisions - The employee is not required to seek other employment to mitigate amounts payable under the agreement [43]. - Upon termination, the employee must return all company property and confidential information [44]. - The agreement constitutes the entire understanding between the parties and supersedes all prior agreements [50]. - Any portion declared illegal or unenforceable will not affect the remainder of the agreement [50]. - The agreement's provisions will survive termination to effectuate its terms [50]. - Amendments to the agreement require a written instrument signed by both parties [50]. - The company may assign its rights under the agreement without consent, but the employee cannot assign their interests without prior written consent [50]. - The agreement may be executed in counterparts, which together constitute one document [51]. - The employee acknowledges the opportunity to seek independent legal counsel before signing [51]. - The agreement is signed by the Executive Chair of Quanterix Corporation [52]. - The employee's acceptance is confirmed by their signature on the agreement [52].