| • | net earnings or net income; |
| • | pre-tax earnings per share; |
| • | share price, including growth measures and total stockholder return; |
| • | earnings before interest and taxes; |
| • | earnings before interest, taxes, depreciation and/or amortization; |
| • | earnings before interest, taxes, depreciation and/or amortization as adjusted to exclude any one or more of the following: |
| • | stock-based compensation expense; |
| • | income from discontinued operations; |
| • | gain on cancellation of debt; |
| • | debt extinguishment and related costs; |
| • | restructuring, separation and/or integration charges and costs; |
| • | reorganization and/or recapitalization charges and costs; |
| • | gain or loss related to investments; |
| • | sales and use tax settlement; and |
| • | gain on non-monetary transaction. |
| • | sales or revenue growth, whether in general, by type of product or service, or by type of customer; |
| • | gross or operating margins; |
| • | return measures, including total shareholder return, return on assets, capital, investment, equity, sales or revenue; |
| • | free cash flow, defined as earnings before interest, taxes, depreciation and/or amortization (as adjusted to exclude any one or more of the items that may be excluded pursuant to earnings before interest, taxes, depreciation and/or amortization above) less capital expenditures; |
| • | cash flow return on equity; and |
| • | cash flow return on investment. |
| • | working capital targets; |
| • | completion of acquisitions of businesses or companies (including metrics resulting from the same such as revenue or margin); |
| • | completion of divestitures and asset sales; |
| - 2024 Proxy Statement | A-23 |
| • | debt repayment targets, and debt/equity ratios; |
| • | bookings or completion of orders (including metrics resulting from the same such as revenue or margin); |
| • | project bookings, milestones or completion (including metrics related to the same such as revenue or margin); and |
| • | any combination of the foregoing business criteria. |
| A-24 | - 2024 Proxy Statement |
|---|
FIRST AMENDMENT TO THE
WHEREAS, Enovis Corporation, a Delaware corporation, formerly named Colfax Corporation (the “Company”), established and sponsors the Enovis Corporation 2020 Omnibus Incentive Plan (the “Plan”);
WHEREAS, as a result of the one-for-three reverse stock split of the common stock, $0.001 par value per share, of the Company (the “Stock”) and pursuant to Section 17 of the Plan, the aggregate number of remaining shares of Stock reserved and available for issuance under Section 4.1 of the Plan was reduced to 1,080,024; and
WHEREAS, the Board desires to amend the Plan to add an additional 745,000 shares of Stock of the Company for issuance under the Plan.
NOW,** THEREFORE**, pursuant to the power reserved by Section 5.3 of the Plan, the Board amends the Plan as follows, subject to and effective upon approval by the Company’s stockholders at the Annual Meeting to be held on June 7, 2022 (the “2022 Annual Meeting”). Defined terms used herein, but not otherwise defined in this First Amendment, shall have the meanings ascribed to them in the Plan:
| 1. | Section 4.1 containing the aggregate number of shares of Stock reserved and available for issuance pursuant to Awards granted under the Plan is hereby amended in its entirety to read: |
“4.1** Number of Shares****.** Subject to the Share Counting rules set forth in Section 4.4 and to adjustment as provided in Section 17, the aggregate number of shares of Stock reserved and available for issuance pursuant to Awards granted under the Plan shall be 2,221,666 shares, which number may be increased by the number of shares available for issuance under a stockholder-approved plan of a business entity that is a party to an acquisition, merger or other transaction in which the Company or an Affiliate acquires the business entity (as appropriately adjusted, if necessary, to reflect such transaction) (“Total Available Shares”).”
| 2. | Section 4.2 containing the maximum number of shares of Stock that may be issued upon exercise of Incentive Stock Options granted under the Plan is hereby amended in its entirety to read: |
“4.2** Incentive Stock Options.** The maximum number of shares of Stock that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 2,221,666 shares, subject to adjustment as provided in Section 17.”
| 3. | Section 6.4 containing the maximum number of shares of Stock underlying Awards to any one Grantee during any fiscal year of the Company shall be amended in its entirety to read: |
“6.4** Maximum Awards.** Subject to adjustment as provided in Section 17, the maximum number of shares of Stock underlying Awards to any one Grantee during any fiscal year of the Company shall be 333,333.”
IN WITNESS WHEREOF, this First Amendment, having been first duly authorized, approved and adopted by the Board, and approved by the Company’s stockholders at the 2022 Annual Meeting, is hereby executed below by a duly authorized officer of the Company on this 7 th day of June, 2022.
| ENOVIS CORPORATION |
|---|
| By: | /s/ Bradley J. Tandy |
|---|
| Name: | Bradley J. Tandy |
|---|
| Title: | Senior Vice President and General Counsel |
|---|
| - 2024 Proxy Statement | A-25 |
SECOND AMENDMENT
TO THE
WHEREAS, Enovis Corporation, a Delaware corporation, formerly named Colfax Corporation (the “Company”), established and sponsors the Enovis Corporation 2020 Omnibus Incentive Plan, as amended (the “Plan”);
WHEREAS, as a result of the one-for-three reverse stock split of the common stock, $0.001 par value per share, of the Company (the “Stock”) and pursuant to Section 17 of the Plan, the aggregate number of remaining shares of Stock reserved and available for issuance under Section 4.1 of the Plan was reduced to 1,080,024;
WHEREAS, the stockholders of the Company approved the First Amendment to the Plan on June 7, 2022, authorizing an additional 745,000 shares of common stock for issuance under the Plan; and
WHEREAS, the Board desires to amend the Plan to add an additional 2,100,000 shares of Stock of the Company for issuance under the Plan.
NOW,THEREFORE, pursuant to the power reserved by Section 5.3 of the Plan, the Board amends the Plan as follows, subject to and effective upon approval by the Company’s stockholders at the Annual Meeting to be held on May 20, 2024 (the “2024 Annual Meeting”). Defined terms used herein, but not otherwise defined in this Second Amendment, shall have the meanings ascribed to them in the Plan:
| 1. | Section 4.1 containing the aggregate number of shares of Stock reserved and available for issuance pursuant to Awards granted under the Plan is hereby amended in its entirety to read: |
“4.1Number of Shares. Subject to the Share Counting rules set forth in Section 4.4 and to adjustment as provided in Section 17, the aggregate number of shares of Stock reserved and available for issuance pursuant to Awards granted under the Plan shall be 4,321,666 shares, which number may be increased by the number of shares available for issuance under a stockholder-approved plan of a business entity that is a party to an acquisition, merger or other transaction in which the Company or an Affiliate acquires the business entity (as appropriately adjusted, if necessary, to reflect such transaction) (“Total Available Shares”).”
| 2. | Section 4.2 containing the maximum number of shares of Stock that may be issued upon exercise of Incentive Stock Options granted under the Plan is hereby amended in its entirety to read: |
“4.2Incentive Stock Options. The maximum number of shares of Stock that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 4,321,666 shares, subject to adjustment as provided in Section 17.”
[Remainder of Page Intentionally Left Blank]
| A-26 | - 2024 Proxy Statement |
|---|
IN WITNESS WHEREOF, this Second Amendment, having been first duly authorized, approved and adopted by the Board, and approved by the Company’s stockholders at the 2024 Annual Meeting, is hereby executed below by a duly authorized officer of the Company on this 22 nd day of May, 2024.
| ENOVIS CORPORATION |
|---|
| By: | /s/ Bradley J. Tandy |
|---|
| Name: | Bradley J. Tandy |
|---|
| Title: | Senior Vice President and Chief Legal Officer |
|---|
| - 2024 Proxy Statement | A-27 |
| APPENDIX B | AMENDMENT TO THE ENOVIS CORPORATION 2020 OMNIBUS INCENTIVE PLAN |
|---|
Enovis Corporation, a Delaware corporation, sets forth herein the terms of its Amendment to the 2020 Omnibus Incentive Plan, as follows:
THIRD AMENDMENT
TO THE
WHEREAS, Enovis Corporation, a Delaware corporation, formerly named Colfax Corporation (the “Company”), established and sponsors the Enovis Corporation 2020 Omnibus Incentive Plan, as amended (the “Plan”);
WHEREAS, pursuant to Section 6.3 of the Plan, the aggregate dollar value of equity-based awards (based on the Grant Date Fair Market Value of such awards) and cash compensation granted under the Plan or otherwise to any Outside Director during any calendar year may not exceed $350,000;
WHEREAS, the Board desires to amend the Plan to increase the annual aggregate dollar value limitation applicable to equity-based awards and cash compensation granted under the Plan to Outside Directors from $350,000 to $750,000;
WHEREAS, as a result of the one-for-three reverse stock split of the common stock, $0.001 par value per share, of the Company (the “Stock”) and pursuant to Section 17 of the Plan, the aggregate number of remaining shares of Stock reserved and available for issuance under Section 4.1 of the Plan was reduced to 1,080,024 at such time;
WHEREAS, the stockholders of the Company approved the First Amendment to the Plan on June 7, 2022, authorizing an additional 745,000 shares Stock for issuance under the Plan and then further approved the Second Amendment to the Plan on May 20, 2024, authorizing an additional 2,100,000 shares of Stock for issuance under the Plan; and
WHEREAS, the Board desires to further amend the Plan to add an additional 3,650,000 shares of Stock for issuance under the Plan.
NOW,THEREFORE, pursuant to the power reserved by Section 5.3 of the Plan, the Board amends the Plan as follows, subject to and effective upon approval by the Company’s stockholders at the Annual Meeting to be held on May 19, 2026 (the “2026 Annual Meeting”). Defined terms used herein, but not otherwise defined in this Third Amendment, shall have the meanings ascribed to them in the Plan:
| 1. | Section 4.1 containing the aggregate number of shares of Stock reserved and available for issuance pursuant to Awards granted under the Plan is hereby amended in its entirety to read: |
“4.1Number of Shares. Subject to the Share Counting rules set forth in Section 4.4 and to adjustment as provided in Section 17, the aggregate number of shares of Stock reserved and available for issuance pursuant to Awards granted under the Plan shall be 7,971,666 shares, which number may be increased by the number of shares available for issuance under a stockholder-approved plan of a business entity that is a party to an acquisition, merger or other transaction in which the Company or an Affiliate acquires the business entity (as appropriately adjusted, if necessary, to reflect such transaction) (“Total Available Shares”).”
| 2. | Section 4.2 containing the maximum number of shares of Stock that may be issued upon exercise of Incentive Stock Options granted under the Plan is hereby amended in its entirety to read: |
“4.2Incentive Stock Options. The maximum number of shares of Stock that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 7,971,666 shares, subject to adjustment as provided in Section 17.”
| 3. | Section 6.3 containing the limitation on Award to Outside Directors granted under the Plan is hereby amended in its entirety to read: |
“6.3Limitation on Awards to Outside Directors. The aggregate dollar value of equity-based (based on the Grant Date’s Fair Market Value of equity-based Awards) and cash compensation granted under this Plan or otherwise during any calendar year to any Outside Director shall not exceed$750,000; provided, however that in the calendar year in which an Outside Director first joints the Board or is first designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation granted to the Outside Director may be up to two hundred percent (200%) of the foregoing limit.”
IN WITNESS WHEREOF, this Third Amendment, having been first duly authorized, approved and adopted by the Board, and approved by the Company’s stockholders at the 2026 Annual Meeting, is hereby executed below by a duly authorized officer of the Company on this day of , 2026.
By:
Name:
Title:
