0001781335FALSE00017813352024-09-182024-09-180001781335us-gaap:CommonStockMember2024-09-182024-09-180001781335otis:A0318NotesDue2026Member2024-09-182024-09-180001781335otis:A0934NotesDue2031Member2024-09-182024-09-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
____________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 20, 2024 (September 18, 2024)
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OTIS WORLDWIDE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | 001-39221 | 83-3789412 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
One Carrier Place
Farmington, Connecticut 06032
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code
(860) 674-3000
N/A
(Former name or former address, if changed since last report)
____________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock ($0.01 par value) | OTIS | New York Stock Exchange |
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0.318% Notes due 2026 | OTIS/26 | New York Stock Exchange |
0.934% Notes due 2031 | OTIS/31 | New York Stock Exchange |
Section 5—Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Entry into a Compensatory Arrangement
As contemplated when Otis Worldwide Corporation (the “Company”) announced the promotion of Cristina Méndez as its new Executive Vice President and Chief Financial Officer in a Current Report on Form 8-K dated July 19, 2024, a Swiss-based subsidiary of the Company has entered into an amended and restated employment agreement (the “Agreement”) with Ms. Méndez. The Agreement formalizes the terms of the offer letter that was provided to Ms. Méndez and disclosed when her appointment was announced.
Pursuant to the Agreement, Ms. Méndez was appointed as the Company’s Executive Vice President and Chief Financial Officer effective August 23, 2024. In her new role, she receives an annual base salary of $770,000. Ms. Méndez’s annual target opportunity under the Company’s Short-Term Incentive Plan is equal to 100% of her annual base salary, but the annual target opportunity will be pro-rated for 2024 to reflect both the new target opportunity and the target opportunity in effect prior to her promotion. In addition, on August 23, 2024, Ms. Méndez received a supplemental 2024 annual long-term incentive plan award with an aggregate target value of $2,390,000 under the Company’s 2020 Long-Term Incentive Plan, as amended and restated as of January 1, 2024. 50% of the award was delivered in performance share units which are scheduled to vest in early 2027 based on Company performance over the 2024-2026 performance period. 25% of the award was delivered in restricted stock units and 25% was delivered in stock appreciation rights. The restricted stock units and stock appreciation rights vest ratably over three years (1/3 on each anniversary of the grant date). This award was supplemental to the award she received in February 2024 when she serving as the Senior Vice President, Finance EMEA & Transformation.
In addition, the Company and Ms. Méndez have entered into a letter of international assignment pursuant to which Ms. Méndez, who is currently based in Switzerland, will be placed on a long-term international assignment to Farmington, Connecticut, where the Company is headquartered. While on assignment, Ms. Méndez will be provided with benefits under the Company’s long term assignment policy, including moving of household goods, schooling for her minor children, international health and welfare benefits coverage, tax preparation services and tax equalization (to Switzerland). In addition, she will receive a one-time relocation allowance of 12,792 CHF and a housing allowance of $5,000 per month plus reimbursement for utilities.
Ms. Méndez will be covered by the Company’s ELG Severance Plan and its Change in Control Severance Plan and is subject to a 2-year post-employment noncompetition and nonsolicitation of employee covenants.
The above description is a summary of the Agreement and Ms. Méndez’s letter of international assignment and each is subject to and qualified in its entirety by reference to these documents, copies of which are attached hereto as Exhibits 10.1 and Exhibit 10.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number | Exhibit Description | |
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104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| OTIS WORLDWIDE CORPORATION |
| (Registrant) |
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Date: September 20, 2024 | By: | /s/ TOBY SMITH |
| | Toby Smith |
| | Senior Vice President, Corporate Secretary |
AMENDED AND RESTATED EMPLOYMENT CONTRACT
Between
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Otis International Sàrl | |
Rue Bovy-Lysberg 2 | |
1204 Genève | hereafter referred to as Otis International |
and | |
Méndez Cristina | hereafter referred to as Executive |
Born on: **** | |
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GENERAL REMARKS
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TITLE: | Executive Vice President, Chief Financial Officer of Otis Worldwide Corporation (“Otis”) |
GRADE: | ELG |
ACTIVITY RATIO: | Full time (100%) |
CONTRACT PERIOD: | Open-ended |
START DATE: | August 23, 2024 |
TRANSPORT MODE: | Leased Vehicle in accordance with local policy |
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GROSS ANNUAL BASE SALARY: | $770,000 (paid monthly in CHF as described in more detail below) |
BONUS (STI) AT TARGET: | 100% of base salary in effect at year end |
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NON-COMPETE CLAUSE PERIOD: | 2 years |
GEOGRAPHIC REACH OF THE NON-COMPETE CLAUSE: | Worldwide |
1.1AMENDED AND RESTATED CONTRACT; ASSIGNMENT
Prior to the State Date, Executive was employed by Otis International in Geneva as Senior Vice President, Chief Financial Officer, EMEA in Geneva, Switzerland. Effective as of the Start Date, Executive shall serve as the Executive Vice President and Chief Financial Officer of Otis in accordance with this Amended and Restated Employment Contract (the “Agreement”). This Agreement contains the entire agreement between Executive and Otis International and, effective as of the Start Date, supersedes and nullifies all previous agreements between Otis International and Executive, except as may be expressly stated otherwise herein. Effective as of December 1, 2024 (or such other date as may be mutually agreed), the Executive shall be placed on temporary long-term assignment to the U.S.A of three years (the “Assignment”), which may be extended by mutual agreement.
1.2REPORTING & FUNCTION
Effective as of the Start Date, Executive will serve in the position noted above in Section 1.1 and shall report to Otis’ Chief Executive Officer (the “CEO”) or any of his or her successors. Both parties acknowledge that due to Executive’s activities, it is impossible to give an exhaustive enumeration of all the tasks which are Executive’s responsibility. Consequently, all tasks which are directly or indirectly necessary, or useful for the execution of the function, are part of the activities of Executive.
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Employment contract between Otis International and Méndez Cristina 1/8 |
1.3CONTRACT PERIOD, TRIAL PERIOD, AND NOTICE PERIOD
The present contract comes into force on the Start Date indicated above. It is concluded for an open-ended period. There is no trial period. Either party may terminate the employment contract per the end of a month, subject to a notice period of 3 (three) months. Any notice of termination of this Employment Contract automatically also terminates the Assignment and any benefits described in the letter of assignment, except for those benefits and obligations which shall expressly apply after the end of the employment relationship / assignment.
1.4WORKPLACE/ASSIGNMENT
Prior to the Start Date, Executive’s country of regular employment was Switzerland (the “Home Country”). Effective as of the Start Date, Executive will work in the USA (the “Host Country”) in Farmington, Connecticut or at such other location as shall be mutually agreed upon by Executive and CEO. Upon completion of the Assignment, Executive shall be repatriated to the Home Country in accordance with Otis’ Long-Term Assignment Policy.
1.4.1Annual base salary (USD 770,000)
This gross annual base salary specified above will be effective on the Start Date. Annual base salary shall be paid in thirteen equal installments and shall be paid monthly. The thirteenth installment shall be paid in November. The gross annual base salary shall be reviewed annually, with adjustments made in the sole discretion of Otis’ Compensation Committee (the “Committee”). The base salary will be converted into CHF using the 5-year average conversion rate from USD to CHF published by OANDA in effect at the end of the most recently completed calendar quarter (e.g., amounts payable for October, November and December of a year will use the 5-year average conversion rate for the quarter ending September 30 of the year).
1.4.2Short-term incentive plan participation
Executive is eligible to participate in Otis’ Executive Short-Term Incentive Plan (the “STI”), as Amended and Restated as of January 1, 2024. Executive’s target annual STI opportunity will be increased to 100% of Executive’s annual base salary effective the Start Date. Executive’s 2024 STI award will be prorated (i.e., Executive’s target annual STI opportunity in effect prior to the Start Date will be used for periods prior to the Start Date). STI awards payable to Executive will be converted from USD to CHF using the 5-year average conversion rate published by OANDA for the most recently completed calendar quarter ended prior to the payment of the STI award.
1.4.3Long-term incentive plan participation
Executive is eligible to participate in Otis’ 2020 Long-Term Incentive Plan, As Amended and Restated as of January 1, 2024 (the “LTI”), as determined annually in the discretion of the Committee. The LTI is a global plan governed by Delaware law and the obligations and rights described in the LTI and Executive’s LTI award documentation are not part of this Agreement. Otis International is in no way liable for any obligations set forth in the LTI (other than certain withholding obligations).
On the Start Date, Otis will grant the Executive LTI awards with a grant value of $2,390,000 comprised of performance share units (“PSUs”) (50% of grant value), restricted stock units (“RSUs”) (25% of grant value) and stock appreciation rights (“SARs”)(25% of grant value). The number of shares underlying the PSUs and RSUs and the number of SARs to be granted will be determined by Otis in accordance with its established grant practices. These awards will be subject to the applicable schedule of terms, which shall provide for the PSUs to vest in early 2027 subject to the Committee’s determination of the performance over the 2024-2026 performance period and for the RSUs and SARs to vest ratably over three years (1/3 of each anniversary of the date of grant), in each case, subject to Executive’s continued service.
1.4.4Nature of incentives
STI and LTI payments, if any, are optional services whose very principle, amount, and nature are fully discretionary. The nature of these special payments remains unchanged, even if they have been made several times. Executive does not acquire any right to be paid such incentives.
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Employment contract between Otis International and Méndez Cristina 2/8 |
1.4.5Relocation, Housing, Schooling, Tax Preparation and health and welfare benefits and insurance
While Executive is on Assignment in the Host Country, Executive will be entitled to receive the benefits described in the letter of assignment, which is attached hereto. Prior to the start of the Assignment, the Executive will receive the benefits she was receiving prior to the Start Date, including housing and schooling benefits. Executive will be repatriated to the Home Country at the end of assignment in accordance with Otis’ Long-Term Assignment Policy.
1.4.6Severance
Executive will be covered by the Otis ELG Severance Plan and the Otis Change in Control Severance Plan.
1.4.7Salary deductions
Executive's share of mandatory social contributions (AVS/Al/APG/AC), as well as the contributions payable by Executive to Otis International's pension institution, in accordance with the regulations of the latter ("LPP"), and Executive's share of premiums for group income protection insurance against loss of earnings in the event of illness shall be deducted from Executive's gross salary, and as necessary, from other salary payments. Furthermore, if Executive is subject to income tax withholding, Otis International will also withhold the corresponding amount.
The same applies to any taxes and social security or other deductions and withholdings to be deducted or withheld based on any other legal basis (i.e., in the Host Country).
Likewise, contributions that Executive may owe (e.g., vehicle agreement, expense payments, etc.) may also be directly deducted from the salary, by an offsetting amount.
1.5WEEKLY WORKING HOURS
As a senior executive, Executive does not have set hours. Executive must work the number of hours required to accomplish Executive’s tasks. As the concept of overtime is irrelevant to the supervisory function, and in consideration of the workload related to this function, Executive may not claim any compensation in terms of time or remuneration specifically for overtime.
1.6VACATION AND PUBLIC HOLIDAYS
The reference period for calculating vacation entitlement is the calendar year. In the event that the hiring or the end of the employment relationship happens during the course of the year, vacation is calculated in proportion to time. As a senior executive, it is incumbent upon you to plan and organize your vacation in consideration of the needs of the company and organize the required temporary replacements. Considering Executive’s independence and position in the hierarchy, Executive may not express demands for potential vacation that is not taken, if this vacation exceeds eight weeks on the date of that the present employment relationship terminates.
Furthermore, the duration and terms of vacation are set by the regulations of the company. The same applies to vacation, public holidays provided for by the cantonal law of the office where Executive works, and other paid absences.
While on Assignment, Executive will be entitled to vacation and public holidays in accordance with the applicable practices of the Home Country.
2. SOCIAL INSURANCE
2.1 ACCIDENT INSURANCE
Executive is insured against the risks of occupational and non-occupational accidents, and against occupational disease in compliance with the law on insurance and accidents ("Loi sur l’assurance-accidents", "LAA"). However, non-occupational accidents are only covered for Executives whose weekly working hours are greater than or equal to eight hours within the meaning of the "LAA". Furthermore, it is stated that the employer has taken out complementary "LAA" insurance.
In the event of an accident, the right to a salary and other benefits is exclusively determined by the applicable legal provisions (in particular the LAA and its enforcement provisions), the provisions of the complementary LAA
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Employment contract between Otis International and Méndez Cristina 3/8 |
insurance contract, and the relevant general and additional terms and conditions. Regarding the scope of the coverage and the benefits provided, solely the aforementioned provisions are deemed authentic. The same applies in the event that the insurance terms are modified, or in the event that the insurance company is changed.
A copy of the complementary "LAA" insurance contract and the general and additional insurance terms and conditions are at the disposal of Executive, upon request.
For all the cases covered by the accident insurance, Otis International is released from all liability, in accordance with Article 324b(1) CO. In other cases, solely Articles 324a(1-3) CO to 324b CO are applicable.
2.2 GROUP INCOME PROTECTION INSURANCE IN THE EVENT OF A NON-OCCUPATIONAL ILLNESS
For its Executives, Otis International has taken out group income protection insurance in the event of an illness subject to the insurance contract law ("loi sur le contrat d’assurance" - "LCA"). This insurance covers 80% of the earnings made during a period of 730 days, less a waiting period during which Otis International pays the salary.
Regarding the calculation of the insured income, the scope of the coverage, and the benefits provided, solely the insurance contract and the relevant general and special terms and conditions are deemed authentic. The same applies in the event that the insurance terms are modified, or in the event that the insurance company is changed. A copy of the insurance contract and the relevant general and additional insurance terms and conditions shall be submitted to Executive, upon request.
Otis International pays for half of the group income protection insurance premiums, and Executive pays for the other half.
For all the cases that the income protection insurance covers, the employer is released from all other obligations, in accordance with Article 324a(4) CO. In the other cases, Otis International shall pay Executive salary in accordance with Articles 324a(1-3) CO and 324b CO.
Otis International may also grant additional benefits, based on the payment terms of the regulations of the company it is referred to.
2.3 HEALTH INSURANCE
Taking out mandatory health insurance within the meaning of "LAMal" and the payment of the relevant premiums are under the sole responsibility and at the sole expense of Executive.
2.4 PENSION FUND
Executive will be insured under the respective pension plan(s) Otis International maintains or will maintain in the future with one or several occupational benefits institutions. The respective pension plan rules as effective from time to time are solely authoritative.
3. DILIGENCE, LOYALTY, AND CONFIDENTIALITY OBLIGATIONS
3.1 EXECUTIVE'S GENERAL DUTIES AND DIRECTIVES
Executive is required to perform Executive’s functions in a diligent, conscientious, and faithful manner, conforming to the instructions of Otis International and Otis.
3.2 OTHER ACTIVITIES
Executive dedicates all of Executive’s professional activity to Otis International as well as to other companies of the Otis Group (i.e., any direct or indirect subsidiary of Otis as well as Otis), for which Executive may develop an activity.
During the period of the employment contract, Executive is not authorized to perform another professional or paid activity, unless Otis International has provided prior written consent. Likewise, Executive must not perform any activity free of charge or against payment that could damage the interests of the Otis Group, or directly or indirectly compete with it.
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Employment contract between Otis International and Méndez Cristina 4/8 |
3.3 OBLIGATION OF NON-DISCLOSURE
Executive must not use nor reveal information meant to remain confidential that Executive has learned of during the exercise of Executive’s activity for Otis International or any other member of the Otis Group, regardless of how Executive became aware of the information in question.
In particular, this obligation of non-disclosure concerns trade and business secrets, information related to clients, suppliers and other contract partners of Otis International or any member of the Otis Group, the information related to Executives of Otis International and of any member of the Otis Group (salaries, personal records, etc.), accounting, financial and economic information on Otis International and other members of the Otis Group, as well as information related to the organization of Otis International and of any member of the Otis Group.
The obligation of non-disclosure subsists even after the end of the employment relationship. Executive is wholly responsible for any prejudice due to the violation of Executive’s obligation of confidentiality.
4. ENTRUSTED DOCUMENTS AND OBJECTS
4.1 DOCUMENTS
Documents in any form (paper, diskettes, CD-ROMs, DVDs, or other physical or digital media, etc.) that Otis International or any member of the Otis Group gives Executive to perform Executive’s work remains the exclusive property of the latter. The same applies to the documents from Otis International or from another member of the Otis Group that Executive may have acquired in any other way, as well as to the documents that Executive may have drawn up during the performance of Executive’s work.
Executive is prohibited from reproducing the aforementioned documents for personal ends or for third parties, in any way whatsoever. Furthermore, Executive is required to return these to Otis International upon the request of the latter, or, at the latest, on the last day that Executive actually works at the company, without keeping copies of them.
The following is a non-exhaustive list of such documents: accounts, notices, work reports, tables, sketches, drawings, manufacturing and assembly instructions, photographs, price lists, computer programs, regulations, etc.
4.2 ENTRUSTED OBJECTS
Executive commits to using instruments and other objects with care and in accordance with their purpose such as, but not restricted to a company vehicle, GSM, tools, measurement instruments, computers, etc. that Otis International entrusts to Executive to perform the work. Unless Otis International provides prior express consent, Executive is required to use the objects solely and strictly for professional ends, exclusive of any personal use.
The instruments and objects that Executive is entrusted with remain the exclusive property of Otis International. As such, Executive is required to return them upon the request of Otis International, or, at the latest, the last day that Executive actually works at the company.
5. RIGHT TO INVENTIONS AND OTHER IMMATERIAL GOODS
5.1 INVENTIONS AND DESIGNS
The inventions of Executive and the designs that Executive has created, or the elaboration that Executive has participated in via the execution of Executive’s activity hereunder, in accordance with Executive’s contractual obligations, belong as of right and exclusively to Otis International, whether they are protected or not, without any right for Executive to demand special remuneration. Executive is required to immediately inform Otis International of the existence of such an invention or design.
Furthermore, Otis International expressly reserves the right to acquire inventions and designs that Executive has created in the execution of Executive’s activity for Otis International, but beyond the completion of Executive’s contractual obligations. It reserves the same right for the inventions and designs made by Executive outside of her activity for Otis International.
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Employment contract between Otis International and Méndez Cristina 5/8 |
In the cases stipulated in the above paragraph, Executive is required to immediately inform Otis International in writing of the existence of the invention or design in writing. Upon receipt of this information, within six months, Otis International must inform Executive in writing of whether it intends to acquire the invention or design. If Otis International exercises its acquisition right, it will make a special equitable payment that is determined in accordance with Article 332 CO.
5.2 SOFTWARE, PLANS, AND DESIGNS
Economic and usage rights for software, plans, and drawings created by Executive in the execution of Executive’s activity for Otis International, and in accordance with Executive’s contractual obligations, are automatically transferred to Otis International, without any right for Executive to demand special remuneration on these grounds. Executive is required to immediately inform Otis International of the existence of any such software, plan, or design.
Furthermore, Otis International expressly reserves the right to require the transfer of economic and user rights for software, plans, and designs created by Executive in the execution of Executive’s activity for Otis International, but that is beyond the performance of Executive’s contractual obligations, as well as for the software, plans, and designs created by Executive outside of Executive’s activity for Otis International.
In the cases stipulated in the above paragraph, Executive is required to immediately inform Otis International in writing of the creation of the software, plan, or drawing. Upon receipt of this information, within six months, Otis International must inform Executive in writing of whether it intends to acquire economic rights on the software, plan, or drawing. If Otis International exercises its right to obtain the transfer, it will make a special equitable payment that is determined in accordance with the principles of Article 332 CO, which is applied by analogy.
In the event that the software rights are transferred to Otis International, Otis International is expressly authorized to modify and to improve the software. The transfer includes the transfer to the employer of the exclusive right to use and sell all of the components created, in their original or derived form, including the rights to transfer them. The same rule applies to plans and drawings
6. NON-COMPETE CLAUSE AND HIRING BAN
At the end of the employment relationship, Executive commits to refrain from competing with Otis International or any member of the Otis Group, which installs and conducts maintenance on elevators, escalators, moving walkways, and horizontal transport systems. In particular, Executive commits to refrain from working or providing services to a competing company (e.g., Schindler, Kone, Thyssen, Lift AG, Emch, Menetrey, Boltshauser, Mitsubishi), to directly or indirectly participate in such a company, or take an interest in it in any way whatsoever, even if the competition is only indirect, free of charge or against payment.
The present non-compete clause is agreed on for a period of two years from the end of the working relationship, and applies worldwide, to all competing activity executed from or for the said territory under the clause.
Furthermore, for a period of two years from the end of the employment relationship, Executive commits to not encourage or attempt to encourage any Otis Group executives to terminate their employment relationship in order to directly or indirectly hire them for Executive or for a third party.
In the event of an infringement of the present non-compete clause and hiring ban, a contractual penalty the equivalent of twelve months of salary and target STI is agreed upon for each breach. The reference salary is the last gross monthly salary received by Executive for Executive’s work for Otis International. The payment of the contractual penalty does not release Executive from the non-compete clause, so that Otis International may require, moreover, the effective termination of the breach (injunctive relief), as well as compensation for the damage that may surpass the amount of the contractual penalty.
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Employment contract between Otis International and Méndez Cristina 6/8 |
7. SAFETY AND PROTECTION OF THE PERSONALITY
7.1 QUALITY (Q) / ENVIRONMENT HEALTH & SAFETY (EH&S) DIRECTIVES
Executive commits to keeping high safety and quality standards. Executive shall actively participate in identifying any dangerous situation that may compromise the safety and quality conditions and shall immediately inform Otis International of such situations.
Executive commits to scrupulously comply with all the applicable legal requirements in this area, as well as the directives issued by accident insurer. Executive commits to read the internal provisions in the management system and to comply with them.
The concept of safety includes the physical and psychological integrity of each Executive, of colleagues, of workers of other companies intervening on a site, and users. In particular, each Executive commits to automatically inform Otis International of any event or situation that may constitute a safety risk.
7.2 PSYCHOLOGICAL AND SEXUAL HARASSMENT
Otis International is committed to protecting the health of its Executives. If you consider that a colleague or superior has subjected you to psychological pressure or sexual harassment, you are required to immediately inform the human resources or ECO manager, to enable Otis International to proceed with the required verifications, and to take protective measures as necessary. Otis International may not be held liable for a case of harassment that it has not been informed of.
As a corollary, Executive commits to behave in a manner that respects the physical and psychological integrity of other Executives, and to refrain from behaving or using language that is ill-timed or ambiguous.
8. FINAL PROVISIONS
8.1 COMPANY REGULATIONS, OTIS ABSOLUTES
The regulations enacted by Otis International, and particularly the following regulations, are an integral part of the present contract:
‑Company regulations for Executives;
‑Expense payments for administrative staff;
‑General terms and conditions for the use of a company vehicle;
‑Pension fund regulations;
‑Data protection regulations;
‑Otis Absolutes;
‑ITC 360;
By signing the present contract, Executive confirms that the aforementioned regulations have been submitted to Executive, that Executive has read, understood, and accepted them. In the event of a contradiction between these documents and the present contract, the latter shall prevail.
When Executive starts working, at the latest, Executive also commits to reading the codes, regulations, norms and directives of Otis International and to comply with them.
Insofar as the aforementioned regulations and documents constitute or include instructions or directives from the employer, they may be modified by Otis International, which shall inform Executive of their new terms. It is incumbent upon Executive to keep informed of these new terms.
While on Assignment, Executive agrees to comply with the applicable policies of Otis.
8.2 CONTRACT MODIFICATIONS
Any modification to this contract must be in writing to be valid.
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Employment contract between Otis International and Méndez Cristina 7/8 |
8.3 APPLICABLE LAW AND PLACE OF JURISDICTION
For anything that is not provided for in the present contract, in a subsidiary manner, the parties refer to the Swiss Code of Obligations (CO), particularly to Articles 319 to 343 CO.
Place of jurisdiction shall be, at the choice of the claimant, either the place of domicile of the defendant or the place where Executive habitually performs his work (art. 34 para. 1 of the Swiss Civil Procedure Code).
This contract may be signed in any number of counterparts and each counterpart shall represent a fully executed original as if signed by both parties. Delivery of an executed counterpart of a signature page to this contract in electronic format (e.g., pdf) shall be effective as delivery of a manually executed counterpart of this contract.
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Signature of Executive: | | /s/ CRISTINA MENDEZ
Date: 9/18/2024 |
| OTIS INTERNATIONAL | |
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Kimberly Gosk SVP, Human Resources, EMEA | | Louise Baudouin Human Resources Business Partner, Switzerland |
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Employment contract between Otis International and Méndez Cristina 8/8 |
August 13, 2024
PERSONAL & CONFIDENTIAL
Dear Cristina Mendez:
Congratulations on your International Assignment! We hope this global opportunity will be both a professionally and personally rewarding experience. This Letter of Assignment (“LOA” or “Agreement”), including Appendices, describes the general terms and conditions applicable to your Assignment, as summarized below:
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Home Country: | | Switzerland |
Home Company: | | Otis International Sarl |
Host Country: | | United States |
Host Company: | | Otis Elevator International Inc. |
Reporting To: | | Judy Marks |
Long-Term Assignment Policy
The Otis Long-Term Assignment Policy – Strategic (the “Policy”) governs your Assignment and outlines both the relocation support and on-going Assignment benefits provided to Assignees and their accompanying Eligible Dependents. See Appendix A for a summary of your Assignment allowances.
By signing this Agreement, you agree to adhere to the policies and requirements of the Otis Worldwide Corporation Global Mobility Program. You further acknowledge that you have been provided with and agree to comply with the terms of the Policy. Unless otherwise indicated, capitalized terms have been defined in the Policy.
In addition, please note that your local plus housing and schooling allowances in Switzerland will cease with the start of this long-term assignment.
Assignment Status
You will be assigned to the Host Company. You must abide by all laws in the Host Country and perform duties reasonably assigned to you by the Host Company. It is also expected that you will always conduct yourself in a professional manner. While on Assignment, you must comply with all Otis International Trade Compliance (“ITC”) policies and applicable governing laws/regulations, including the obligation to avoid business or other travel to prohibited countries. Otis ITC guidance is available at
https://otiselevator.sharepoint.com/sites/ITC/SitePages/Policies.aspx
1
This LOA does not create a contract of employment, but simply seeks to confirm the conditions which pertain to your International Assignment. The duration, terms and conditions of the Assignment are subject to revision in accordance with business needs and changes to the Global Mobility Program or Company policies.
Your Assignment will commence subject to your returning a signed copy of this LOA, obtaining and/or maintaining all necessary immigration authorizations and medical clearances, and any other approvals as may be deemed necessary by Global Mobility in order to ensure compliance with statutory requirements of the Home and/or Host Country. Subject to the above conditions having been met, your eligibility to receive the ongoing Assignment allowances and benefits described in Appendix A of this document begin with your arrival in the Host Country and end upon completion of your Assignment, as determined by Otis.
If, prior to the end of your assignment, you or any of your Eligible Dependents leave the Host Country for a period of more than 30 consecutive days, your Assignment premiums and allowances will be suspended or reduced to reflect the family size remaining at the host location. Premiums and allowances will be reinstated or adjusted when you and/or your dependent(s) return to the host location. You must notify Global Mobility and your assigned relocation consultant of any extended travel and/or changes to family size, in a timely manner.
Upon successful completion of your Assignment, Otis will relocate you back to your Home Country. Repatriation is contingent upon your independently having obtained and/or maintained all applicable immigration authorizations, medical or other clearances required by the Home Country. Otis is under no obligation to facilitate your admission to Home Country.
Repatriation or relocation to another global assignment location is provided subject to your not having been treated by the Company as terminated for cause. Otis will seek to identify a reasonably equivalent position for you within the organization at the end of your assignment. However, Otis does not guarantee that it will be able to do so or that your employment will continue at the end of your assignment.
Tax Equalization Policy
The Tax Equalization Policy is to support your general tax neutrality and global tax compliance while on Assignment. You acknowledge that you have been provided with, understand and consent and are subject to the terms of the Otis Tax Equalization Policy, version 1.0. By signing this LOA, you expressly authorize the company to withhold any amounts due to the company.
Otis Absolutes and Compliance with Laws
You agree that you are bound by the provisions of the Otis Absolutes and the Otis Corporate Policy Manual. You agree to perform all aspects of your job in accordance with all applicable laws, both in the Home and Host Countries, to strictly follow all workplace safety rules, to protect the property of the company and to maintain the highest standards of personal and professional ethics.
2
Data Privacy
By signing this Agreement, you confirm your understanding and explicitly agree that the company, its affiliate and/or third parties may, in connection with your employment and/or your International Assignment, collect, use, process, transmit and hold personal data, including sensitive personal data. The data may be in electronic or other form and may be used to manage your employment and Assignment arrangements, to comply with legal and regulatory obligations and to fulfil the company’s business or other legitimate interests as required or permitted by law or regulation. Because of the global nature of an International Assignment, your personal data will, subject to applicable law, be transferred internationally to other countries worldwide. This may mean that personal data is transferred to countries, such as the United States, where data servers may be located. Each country provides different standards of legal protection of personal data. All such collection, use, processing, transmission and holding of data will comply with applicable data privacy protection requirements. If you do not want to have your personal data shared, you may choose to not sign this LOA and not be deployed on Assignment.
Intellectual Property
You agree and acknowledge that to the extent allowed by applicable law, all rights, titles and interests in all intellectual property created by you in the course of your International Assignment will belong to the company and/or its affiliates and you will have no right, title, interest, claim or right of sale on such intellectual property rights.
Confidentiality
By signing this Agreement, you agree that any and all company information acquired and known to you shall be deemed strictly confidential. This includes, but is not limited to, intellectual property, patents, copyrights, trade secrets, and all forms of proprietary information (data) created or otherwise obtained by you throughout the course of your employment with Otis. Unless permitted by the company in writing, during the term of this International Assignment or at any time thereafter, you shall not disclose any company information to any legal person, individual or other organization or entity for any purpose and in any manner, nor utilize company information for any purpose other than performing your duties.
By signing this Agreement, you further agree to keep the terms of this Agreement confidential and to not disclose its content to anyone except for purposes of seeking legal or financial advice.
3
Governing Law
Your LOA, International Assignment and employment relationship are generally subject to and governed by the laws of the Home Country in accordance with the terms of this Policy.
Thank you for supporting our global initiatives. Best wishes to you in your new Assignment.
Sincerely,
/s/ ABBE LUERSMAN _______________ 8/15/2024
Abbe Luersman Date
EVP and Chief People Officer
Please indicate your agreement by signing below and returning this LOA as soon as possible. This letter shall not be amended or supplemented unless in writing and signed by you and a duly authorized representative of the company.
I have reviewed the general terms and conditions of my International Assignment outlined above (including appendices) and by signing below, accept these conditions.
/s/ CRISTINA MENDEZ__________________ 8/28/2024
Cristina Mendez Date
Please scan and return a full signed copy of this Letter to GlobalMobility@otis.com.
Inclusions:
Appendix A: Long-Term Assignment and Allowance Summary
4
APPENDIX A: Long-Term Assignment and Allowance Summary
Please review the Long-Term Assignment Policy for additional details regarding the relocation support for this Assignment. Some allowances may fluctuate due to exchange rate, data updates or family size changes. Allowances that are calculated on Base Salary are subject to a Policy Maximum or local equivalent, as determined at time of payment. Policy benefits are subject to revision based on changes in the duration, terms and conditions of the Assignment.
| | | | | |
Assignment Summary |
Home Country | Geneva, Switzerland |
Host Country | Farmington, United States |
Position Title | Executive Vice President & Chief Financial Officer |
Reporting To | Judy Marks |
Anticipated Assignment Start Date | 1st December, 2024 |
Anticipated Assignment End Date | 30th November, 2027 |
Tax Equalization Location | Geneva, Switzerland |
Split Family | No |
| | | | | | | | |
Policy Benefit | Amount and Frequency |
Relocation Allowance | 12,792 CHF one-time payment |
Goods and Services Differential (G&S)* | N/A - currently not applicable |
Host Country Transportation | Company provided |
Host Country Housing | 5,000 USD per month housing budget |
Host Country Utilities | On reimbursement basis, and capped at 645 USD per month |
* The G&S Differential aims to broadly protect Home location purchasing power against adverse pricing and/or currency fluctuation in the Host location. It is not intended to compensate for the full cost of living in the Host location, and is reviewed every quarter, which may result in either an increase or a decrease in the allowance.
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