Ireland
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Not Applicable
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
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Not Applicable
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(Address of principal executive offices)
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(Zip Code)
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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·
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In the event of change in control, the term of the employment agreement would be automatically extended until the second anniversary thereof;
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·
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Following a change in control, the term "cause" means (i) Mr. Papa is convicted of a felony, (ii) a breach of any material duty or obligation imposed upon Mr. Papa by the Company that results in material, demonstrable harm to the Company, or (iii) Mr. Papa divulges the Company's confidential information or breaches or causes the breach of any confidentiality agreement;
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·
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The term "good reason" was modified to include (i) a material diminution in base salary or incentive compensation and (ii) failure to appoint Mr. Papa as the chief executive officer of the ultimate parent entity following a transaction in which Perrigo's ordinary shares cease to be publicly traded;
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·
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In the event of a qualifying termination of employment within two years following a change in control event (within the meaning of Section 409A of the Internal Revenue Code), (i) Mr. Papa's cash severance will be paid in a lump sum (rather than installments) and (ii) Mr. Papa will be entitled to the payment of health insurance premiums under COBRA for 18 months, followed by a cash payment equal to the cost of such premiums for another six months, provided that all such premium payments will cease if Mr. Papa becomes entitled to receive health insurance coverage under another employer-provided plan;
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·
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In the event that any payments under the employment agreement are subject to Section 280G of the Internal Revenue Code, such payments will be reduced to the extent it would result in a greater after-tax benefit to Mr. Papa;
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·
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Certain covenants concerning competition and solicitation of customer and employees will not apply following a termination of employment without cause or in connection with a change in control; and
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·
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Following a change in control, Mr. Papa will be entitled to reimbursement of any legal fees he incurs in seeking to enforce any right or benefit under the employment agreement (other than claims determined to be frivolous or not brought in good faith).
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·
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a lump sum severance payment equal to the product of (i) two multiplied by (ii) the sum of the applicable named executive officer's base salary and target bonus opportunity;
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·
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a prorated annual bonus for the year of termination, determined based on actual performance;
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·
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payment of health insurance premiums under COBRA for 18 months, followed by a cash payment equal to the cost of such premiums for another six months, provided that all such premium payments will cease if the executive officer becomes entitled to receive health insurance coverage under another employer-provided plan; and
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·
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career transition assistance for two years.
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·
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a lump sum severance payment equal to 52 weeks of the applicable named executive officer's base salary, payable in installments;
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·
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a prorated annual bonus for the year of termination, determined based on actual performance;
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·
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payment of health insurance premiums under COBRA for 12 months, provided that all such premium payments will cease if the executive officer becomes entitled to receive health insurance coverage under another employer-provided plan; and
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·
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career transition assistance for one year.
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2013 Grants
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Original Measurement Periods
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As Amended
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Year One
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June 30, 2013 – June 28, 2014
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June 30, 2013 – June 28, 2014
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Year Two
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June 29, 2014 – June 27, 2015
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June 29, 2014 – June 27, 2015
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Year Three
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June 28, 2015 – June 25, 2016
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June 28, 2015 – December 31, 2015
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2014 Grants
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Year One
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June 29, 2014 – June 27, 2015
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June 29, 2014 – June 27, 2015
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Year Two
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June 28, 2015 – June 25, 2016
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June 28, 2015 – December 31, 2015
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Year Three
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June 26, 2016 – July 1, 2017
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January 1, 2016 – December 31, 2016
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Exhibit
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Description
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10.1
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Amendment No. 1, dated as of November 12, 2015, to the Employment Agreement, dated as of September 8, 2006, by and between Perrigo Company and Joseph C. Papa.
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||||
10.2
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Perrigo Company Change in Control Severance Policy for U.S. Employees, as amended and restated effective November 12, 2015.
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||||
10.3
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Perrigo Company U.S. Severance Policy, as amended and restated effective November 12, 2015.
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99.1 | Press release issued by Perrigo Company plc on November 13, 2015. |
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PERRIGO COMPANY PLC
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(Registrant)
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By:
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/s/ Todd W. Kingma
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Dated: November 13, 2015
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Todd W. Kingma
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Executive Vice President, General Counsel and Secretary
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Exhibit
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Description
|
|||
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|||
10.1
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Amendment No. 1, dated as of November 12, 2015, to the Employment Agreement, dated as of September 8, 2006, by and between Perrigo Company and Joseph C. Papa.
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||||
10.2
|
Perrigo Company Change in Control Severance Policy for U.S. Employees, as amended and restated effective November 12, 2015.
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||||
10.3
|
Perrigo Company U.S. Severance Policy, as amended and restated effective November 12, 2015.
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||||
99.1 | Press release issued by Perrigo Company plc on November 13, 2015. |
EXECUTIVE
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PERRIGO COMPANY
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By:
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By:
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Joseph C. Papa | Name: | |
Compensation Committee Chair | ||
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Employment Classification
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Calculation
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Section 16 Executives
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Change in Control severance pay shall be an amount equal to the sum of:
(i) Two (2) times the sum of all severance payments the employee would have received under Section 5.2 of the Basic Severance Policy, as if his/her employment terminated on account of a Triggering Event as defined in the Basic Severance Policy, and
(ii) Two (2) times an amount equal to the Eligible Employee's target bonus for the year in which the Change in Control occurs;
provided
,
however
, the Eligible Employee's target bonus for a Change in Control occurring in 2015 means the bonus payable to the Eligible Employee for a 12-month period and calculated based on his or her compensation and target percentage in effect on the Eligible Employee's termination from employment.
|
VPs & Directors
(
Bands A & B
)
|
Change in Control severance pay shall be an amount equal to the sum of:
(i) Two (2) times the sum of all severance payments the employee would have received under Section 5.2 of the Basic Severance Policy, as if his/her employment terminated on account of a Triggering Event as defined in the Basic Severance Policy, and
(ii) One (1) times an amount equal to the Eligible Employee's target bonus for the year in which the Change in Control occurs;
provided
,
however
, the Eligible Employee's target bonus for a Change in Control occurring in 2015 means the bonus payable to the Eligible Employee for a 12-month period and calculated based on his or her compensation and target percentage in effect on the Eligible Employee's termination from employment.
|
Managers
(
Band C
)
|
Change in Control severance pay shall be an amount equal to the sum of:
(i) Two (2) times the sum of all severance payments the employee would have received under Section 5.2 of the Basic Severance Policy, as if his/her employment terminated on account of a Triggering Event as defined in the Basic Severance Policy, and
(ii) One (1) times an amount equal to the Eligible Employee's target bonus for the year in which the Change in Control occurs;
provided
,
however
, the Eligible Employee's target bonus for a Change in Control occurring in 2015 means the bonus payable to the Eligible Employee for a 12-month period and calculated based on his or her compensation and target percentage in effect on the Eligible Employee's termination from employment.
|
Professionals
(
Bands D & E
)
|
Change in Control severance pay shall be an amount equal to the sum of:
(i) Two (2) times the sum of all severance payments the employee would have received under Section 5.2 of the Basic Severance Policy, as if his/her employment terminated on account of a Triggering Event as defined in the Basic Severance Policy, and
(ii) One (1) times an amount equal to the Eligible Employee's target bonus for the year in which the Change in Control occurs;
provided
,
however
, the Eligible Employee's target bonus for a Change in Control occurring in 2015 means the bonus payable to the Eligible Employee for a 12-month period and calculated based on his or her compensation and target percentage in effect on the Eligible Employee's termination from employment.
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All Others
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Change in Control severance pay shall be an amount equal to the sum of:
(i) Two (2) times the sum of all severance payments the employee would have received under Section 5.2 of the Basic Severance Policy, as if his/her employment terminated on account of a Triggering Event as defined in the Basic Severance Policy, and
(ii) One (1) times an amount equal to the Eligible Employee's target bonus for the year in which the Change in Control occurs;
provided
,
however
, the Eligible Employee's target bonus for a Change in Control occurring in 2015 means the bonus payable to the Eligible Employee for a 12-month period and calculated based on his or her compensation and target percentage in effect on the Eligible Employee's termination from employment.
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(i)
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|
"
Accounting Firm
" means a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Code Section 280G that is selected by the Company prior to a Change in Control for purposes of making the applicable determinations hereunder and is reasonably acceptable to the Disqualified Individual, which firm shall not, without the Disqualified Individual's consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change in Control.
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(ii)
|
" Disqualified Individual " means an individual as defined in Code Section 280G(c) and Treasury Regulation Section 1.280G-1, Q&A-15 to Q&A-21. | |
(iii)
|
" Net After-Tax Receipt " means the present value (as determined in accordance with Code Sections 280G(b)(2)(A)(ii) and 280G(d)(4)) of a Payment net of all taxes imposed on the Disqualified Individual with respect thereto under Code Sections 1 and 4999 and under applicable state and local laws, determined by applying the highest marginal rate under Code Section 1 and under state and local laws which applied to the Disqualified Individual's taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to the Disqualified Individual in the relevant tax year(s). |
(iv)
|
|
"
Parachute Value
" of a Payment means the present value as of the date of the change of control for purposes of Code Section 280G of the portion of such Payment that constitutes a "parachute payment" under Code Section 280G(b)(2), as determined by the Accounting Firm for purposes of deter-mining whether and to what extent the excise tax under Code Section 4999 will apply to such Payment.
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(v)
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" Payment " means any payment or distribution in the nature of compensation (within the meaning of Code Section 280G(b)(2)) to or for the benefit of the Disqualified Individual, whether paid or payable pursuant to the Policy or otherwise | |
(vi)
|
" Safe Harbor Amount " means 2.99 times the Disqualified Individual's "base amount," within the meaning of Code Section 280G(b)(3). |
·
|
President
|
·
|
Executive Vice President, Secretary & General Counsel
|
·
|
Executive Vice President & Chief Financial Officer
|
·
|
Executive Vice President & General Manager, Consumer Healthcare
|
·
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Executive Vice President & General Manager, US Rx
|
·
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Executive Vice President & General Manager, International
|
·
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Executive Vice President & Chief Information Officer
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(a)
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The commission of an act which, if proven in a court of law, would constitute a felony violation under applicable criminal laws;
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(b)
|
A breach of any material duty or obligation imposed upon the Employee by the Company;
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(c)
|
Divulging the Company's confidential information, or breaching or causing the breach of any confidentiality agreement to which the Employee or Company is a party;
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(d)
|
Engaging or assisting others to engage in business in competition with the Company;
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(e)
|
Refusal to follow a lawful order of the Employee's superior or other conduct which the Administrator determines to represent insubordination on the part of the Participant; or
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(f)
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Other conduct by the Employee which the Administrator, in its discretion, deems to be sufficiently injurious to the interests of the Company to constitute cause.
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(a)
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The consummation of a merger or consolidation of Perrigo Company plc with or into another entity or any other corporate reorganization, if more than fifty percent (50%) of the combined voting power of the continuing or surviving entity's issued shares or securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not shareholders of Perrigo Company plc immediately prior to such merger, consolidation or other reorganization;
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(b)
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The sale, transfer or other disposition of all or substantially all of the assets of Perrigo Company plc;
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(c)
|
Individuals who as of the effective date of the Policy constitute the Board of Directors of Perrigo Company plc (the "Incumbent Directors") cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board of Directors of Perrigo Company plc;
provided
,
however
, that any individual who becomes a director of Perrigo plc subsequent the above date shall be considered an Incumbent Director if such person's election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors; but,
provided
further
that any such person whose initial assumption of office is in connection with an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors of Perrigo Company plc, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director;
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(d)
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A transaction as a result of which a person or company obtains the ownership directly or indirectly of the ordinary shares in Perrigo Company plc carrying more than fifty percent (50%) of the total voting power represented by Perrigo Company plc's issued share capital in pursuance of a compromise or arrangement sanctioned by the court under Section 201 of the Act or becomes bound or entitled to acquire ordinary shares in Perrigo Company plc under Section 204 of the Act; or
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(e)
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Any transaction as a result of which any person becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Perrigo plc representing at least fifty percent (50%) of the total voting power represented by Perrigo Company plc's then outstanding voting securities (
e.g.
, issued shares). For purposes of this subsection (e), the term "person" shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of Perrigo Company plc or of any subsidiary of Perrigo Company plc, and (ii) a company owned directly or indirectly by the shareholders of Perrigo Company plc in substantially the same proportions as their ownership of the ordinary shares of Perrigo Company plc.
|
(a)
|
the Employee ceases to be an Eligible Employee as defined by the Policy, other than as a result of a Triggering Event;
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(b)
|
the Employee terminates employment with the Employer by reason of death;
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(c)
|
the Employee terminates employment with the Employer for Cause as defined in Section 2.3;
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(d)
|
the Employee terminates employment with the Employer through job abandonment;
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(e)
|
other than as set forth in Section 2.14(ii), the individual is no longer an Employee and is receiving long-term disability benefits from the Employer (as determined under the applicable Employer long-term disability plan) as of the date the Triggering Event would have occurred had the individual been an Employee on such date;
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(f)
|
the Employee is employed in an operation, division, department or facility, that is sold, leased or otherwise transferred, in whole or in part, from an Employer, and the Employee accepts any position with the new owner/operator, or the Employee is offered a Comparable Position by the new owner/operator;
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(g)
|
the Employee gives notice of his/her voluntary termination (other than pursuant to Section 2.15 or Section 2.17) prior to his/her Severance Date or the effective date of a sale, lease or transfer of an operation, division, department or facility, as described in Section 3.2(f), regardless of the effective date of such termination;
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(h)
|
the Employee terminates from employment with the Employer and is eligible to receive severance benefits under another group reorganization/restructuring benefit policy or severance program sponsored by the Company or any of its Affiliates, in which event the Employee will receive severance under this Policy or the other policy or program, whichever provides the greater benefit;
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(i)
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the Employee is offered a Comparable Position from an Employer, or accepts any position with an Employer, even if it is not a Comparable Position;
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(j)
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the Employee experiences a Triggering Event after the Policy is terminated;
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(k)
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the Employee does not timely execute and return to the Administrator a valid Waiver and Release Agreement;
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(l)
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the Employee works primarily in an office located in a country other than the United States and is entitled to severance benefits under the laws of such country or the policies of the company at which he/she is based and such severance benefits may not be waived; or
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(m)
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the Employee is offered a Comparable Position by, or accepts any position with, an employer with which the Company or any of its Affiliates has reached an agreement or arrangement under which the employer agrees to offer employment to the otherwise Eligible Employee.
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Employment Classification
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Minimum
(
Weeks of Pay
)
|
Calculation
(
by Years of Service
)
|
Maximum
(
Weeks of Pay
)
|
CEO Direct Reports
|
52
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N/A
|
52
|
VPs & Directors
(
Bands A & B
)
|
16
|
If credited with more than 5 Years of Service, the severance pay shall be the sum of (i) the minimum Weeks of Pay, plus (ii) two weeks of pay for each Year of Service, up to the maximum Weeks of Pay.
|
52
|
Managers
(
Band C
)
|
12
|
If credited with more than 5 Years of Service, the severance pay shall be the sum of (i) the minimum Weeks of Pay, plus (ii) two weeks of pay for each Year of Service, up to the maximum Weeks of Pay.
|
52
|
Professionals
(
Bands D & E
)
|
8
|
If credited with more than 5 Years of Service, the severance pay shall be the sum of (i) the minimum Weeks of Pay, plus (ii) two weeks of pay for each Year of Service, up to the maximum Weeks of Pay.
|
52
|
All Others
|
6
|
If credited with more than 5 Years of Service, the severance pay shall be the sum of (i) the minimum Weeks of Pay, plus (ii) one week of pay for each Year of Service, up to the maximum Weeks of Pay.
|
52
|
(a)
|
Medical, Dental and Vision Benefits Coverage Continuation
.
Under federal health care continuation coverage law ("
COBRA
"), the Eligible Employee who is receiving health care coverage under an Employer-sponsored plan is entitled to elect health care continuation coverage under the applicable Employer health plan if his/her employment terminates for certain reasons. Any of the Triggering Events would qualify the Eligible Employee to receive such continuation coverage, subject to the terms of the applicable health plan and governing law. If an Eligible Employee experiences a Triggering Event before his/her WARN Notice Period (if applicable) expires, his/her COBRA rights begin when the WARN Notice Period expires
.
|
(b)
|
Severance Bonus
. An Eligible Employee who, in the absence of an Involuntary Termination, would have been eligible to receive a bonus under any bonus plan or policy of the Employer or any Affiliate, shall receive a severance bonus pro-rated for the actual bonus payout to be paid at the regularly scheduled annual bonus payment date. Such pro-rated severance bonus shall be paid at the same time that annual bonuses are generally payable under any such bonus plan or policy of the Company or the Affiliate, but in no event later than March 15 of the year following the year in which the Severance Date occurs, and shall be calculated in the same manner as applicable to employees of the Company and its Affiliates generally.
|
(c)
|
Long-Term Incentives
. Long-term incentive payments shall be payable in accordance with the terms of any long-term incentive plan applicable to an Eligible Employee.
|
(d)
|
Career Transition Assistance
.
A career transition assistance firm selected by the Administrator and paid for by an Employer shall provide career transition assistance as determined by the Administrator. An Eligible Employee must begin the available career transition assistance services within sixty (60) days following his/her Severance Date.
|
(a)
|
General
. It is intended that payments and benefits made or provided under this Policy shall not result in penalty taxes or accelerated taxation pursuant to Code Section 409A. Any payments that qualify for the "short-term deferral" exception, the separation pay exception or another exception under Code Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Code Section 409A, each payment of compensation under this Policy shall be treated as a separate payment of compensation for purposes of applying the exclusion under Code Section 409A for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Code Section 409A. All payments to be made upon a termination of employment under this Policy may only be made upon a "separation from service" under Code Section 409A to the extent necessary in order to avoid the imposition of penalty taxes on an Eligible Employee pursuant to Code Section 409A. In no event may an Eligible Employee, directly or indirectly, designate the calendar year of any payment under this Policy, and to the extent required by Section 409A of the Code, and to the extent required by Section 409A of the Code, any payment that may be paid in more than one taxable year (depending on the time that the Eligible Employee executes the Waiver and Release Agreement) shall be paid in the later taxable year.
|
(b)
|
Reimbursements and In-Kind Benefits
. Notwithstanding anything to the contrary in this Policy, all reimbursements and in-kind benefits provided under this Policy that are subject to Code Section 409A shall be made in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during an Eligible Employee's lifetime (or during a shorter period of time specified in this Policy); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
|
(c)
|
Delay of Payments
. Notwithstanding any other provision of this Policy to the contrary, if an Eligible Employee is considered a "specified employee" for purposes of Code Section 409A (as determined in accordance with the methodology established by the Company as in effect on the Termination Date), any payment that constitutes nonqualified deferred compensation within the meaning of Code Section 409A that is otherwise due to the Eligible Employee under this Policy during the six-month period immediately following the Eligible Employee's separation from service (as determined in accordance with Code Section 409A) on account of the Eligible Employee's separation from service shall be accumulated and paid to an Eligible Employee on the first business day of the seventh month following his separation from service (the "
Delayed Payment Date
"). If an Eligible Employee dies during the postponement period, the amounts and entitlements delayed on account of Code Section 409A shall be paid to the personal representative of his estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of the Eligible Employee's death.
|