Cardinal Health, Inc. (NYSE:CAH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 9.01
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 24, 2018, the Board of Directors (the "Board") of Cardinal Health, Inc. (the "Company") adopted the Cardinal Health, Inc. Senior Executive Severance Plan (the “Severance Plan”) to provide severance benefits to certain eligible employees of the Company and its affiliates who experience a qualifying termination of employment under the conditions described in the Severance Plan. Eligible employees under the Severance Plan include each of Chief Executive Officer Michael C. Kaufmann, Chief Financial Officer Jorge M. Gomez, Chief Executive Officer — Medical Segment Jon L. Giacomin and Chief Legal and Compliance Officer Craig S. Morford (collectively, the "Named Executive Officers"). The Severance Plan will become effective as of October 1, 2018.
Under the Severance Plan, if (a)prior to a change of control or following the second anniversary of a change of control, an eligible employee is terminated by the Company without “cause” (as defined in the Severance Plan) or (b)during the two-year period commencing upon a change of control (the “change of control period”), an eligible employee is terminated by the Company without “cause” or resigns for “good reason” (as defined in the Severance Plan), then, subject to the employee’s execution and non-revocation of a general release of claims, the employee will be entitled to the following severance benefits:
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an amount in cash equal to: (a)in the case of the Chief Executive Officer, the product of (i)2.0 (2.5, if such termination of employment occurs during the change of control period) and (ii)the sum of the employee’s annual base salary and target annual bonus; and (b)in the case of other eligible employees, including the other Named Executive Officers, the product of (i)1.5 (2.0, if such termination of employment occurs during the change of control period) and (ii)the sum of the employee’s annual base salary and target annual bonus; |
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a prorated annual bonus for the year of termination of employment based on actual performance (or the greater of target performance and actual performance if such termination of employment occurs during the change of control period); |
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any annual bonus for the year preceding the year of termination of employment, to the extent earned but unpaid as of the date of termination of employment; and |
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payment of health insurance premiums for up to 18months following such termination of employment. |
Eligible employees who receive severance benefits under the Severance Plan will be bound by certain restrictive covenants in favor of the Company, including confidentiality and non-disparagement covenants and, in the case of the Named Executive Officers, non-competition and non-solicitation covenants that apply for two years following termination of employment.
The foregoing description of the Severance Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Plan, which is attached hereto as Exhibit10.1 and incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
Cardinal Health, Inc. Senior Executive Severance Plan
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CARDINAL HEALTH INC ExhibitEX-10.1 2 exhibit101-seniorexecutive.htm EXHIBIT 10.1 Exhibit Exhibit 10.1CARDINAL HEALTH,…To view the full exhibit click here
About Cardinal Health, Inc. (NYSE:CAH)
Cardinal Health, Inc. is a healthcare services and products company. The Company operates through two segments: Pharmaceutical and Medical. The Pharmaceutical segment distributes branded and generic pharmaceutical, specialty pharmaceutical, over-the-counter healthcare and consumer products. This segment also operates nuclear pharmacies and cyclotron facilities; provides pharmacy management services to hospitals, as well as medication therapy management and patient outcomes services to hospitals, other healthcare providers and payers, and provides services to healthcare companies. The Medical segment distributes a range of medical, surgical and laboratory products, and provides services to hospitals, ambulatory surgery centers, clinical laboratories and other healthcare providers. This segment also manufactures, sources and develops its own Cardinal Health brand medical and surgical products. It provides post-acute care management and transition services, and software to hospitals.