ALLERGAN PLC (NYSE:AGN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On December12, 2017, Allergan plc (the “Company”) and Maria Teresa Hilado reached a definitive agreement on the terms of a separation agreement in connection with Ms.Hilado’s departure from the Company as its Executive Vice President and Chief Financial Officer, the circumstances of which will entitle her to certain separation-related benefits under the Company’s Executive Severance Plan and long-term incentive awards in accordance with the terms of that Plan and those awards.
In addition, in consideration of Ms.Hilado’s agreement to remain with the Company through April4, 2018 to continue leading certain critical business initiatives, including the signing of the Company’s 2017 annual financial statements, the Company has also agreed to provide Ms.Hilado with the following additional payments and benefits: (i)a $1,800,000 retention payment; (ii)continued vesting of her outstanding RSU awards for 12 months following her date of termination; (iii)continued vesting of her Transformation Incentive Plan award, with payout, if any, based on actual performance under the terms of that award; (iv)immediate vesting of her outstanding nonqualified stock options with such stock options remaining exercisable for 24 months following her date of termination; and (v)in the event the Company enters into a into a definitive agreement on or prior to December31, 2018 that would constitute a “change in control” under the terms of the executive severance plan, and provided, that, such change in control is consummated, an additional cash payment equal to one times her base salary and annual target bonus. Additionally, Ms.Hilado has agreed to make herself available to consult with the Company from her termination date up to December31, 2018, at a rate of $16,000 per month.
The receipt of the benefits described above are subject to her continued employment with the Company through April4, 2018, her execution and non-revocation of a release of claims in favor of the Company and compliance with the terms of a non-competition agreement.