Retirement Plans. The retirement plans provided for Mr. Srega and Dr. Busse
are described under the heading Pension Benefits above.
In the event of termination of employment as of December 31,
2021 by reason of death, Mr. Sregas beneficiary would have been entitled to receive an estimated lump-sum payment of $667,722, which amount is payable in Euros and converted to U.S. Dollars based on
the midpoint conversion rate of 1.0=$1.134 as of December 31, 2021.
In the event of termination of employment as of
December 31, 2021, other than for reason of death or disability, Dr. Busse would have been entitled to receive a lump-sum payment in the amount of $423,327. In the event of disability as of
December 31, 2021, Dr. Busse would have been entitled to receive an annual disability pension in the amount of $302,344. In the event of death as of December 31, 2021, Dr. Busses spouse would have been entitled to annual
survivor benefits of $181,407. Amounts reported for Dr. Busse, which are payable in Swiss Francs, are converted to U.S. Dollars based on the midpoint conversion rate of CHF 1.0=$1.096 as of December 31, 2021.
Pay Ratio Disclosure
As
required by Section 953(b) of the Dodd-Frank Wall Street Reform Act and Consumer Protection Act of 2010, and Item 402(u) of Regulation S-K, we are providing the following disclosure about the ratio of the
annual total compensation of Dr. Laukien, our President and Chief Executive Officer, to the annual total compensation of our median employee.
For 2021, the annual total compensation of our median employee was $70,004. The 2021 annual total compensation of our Chief Executive Officer,
as reported in the Summary Compensation Table included in this Proxy Statement, was $5,594,539. Based on this information, the ratio of our Chief Executive Officers annual total compensation to the annual total compensation of our median
employee in 2021 was 80:1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
For purposes of reporting annual total compensation and the ratio of annual total compensation of the Chief Executive Officer to the median
employee, both the Chief Executive Officer and median employees annual total compensation were calculated consistent with the disclosure requirements of executive compensation under the Summary Compensation Table.
For 2021, we used the same median employee as used for 2020 as there have been no material changes in our employee population or employee
compensation arrangements that we believe would result in a significant change to the pay ratio. There also were no material changes to this employees compensation that would significantly affect the pay ratio.
To identify the median employee, we examined the 2020 target total cash compensation, including annualized base salaries plus target
performance bonus, incentive pay and commissions, for all individuals, excluding our Chief Executive Officer, who were employed by us as of October 31, 2020, as reflected in our payroll records. In accordance with Item 402(u) and instructions
thereto, we included all 7,342 full-time, part-time, temporary and seasonal employees as of such date. We selected target total cash compensation for all employees as a consistently applied compensation measure because we do not widely distribute
annual equity awards to employees and because we believe that this measure reasonably reflects the total annual compensation of our employees. For purposes of calculating the target total cash compensation of our
non-U.S. employees, we converted local currencies at the applicable 2020 average exchange rates as of October 31, 2020.
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