EXECUTIVE COMPENSATION
Potential Payments Upon Termination or Change in Control
Kenneth S. Parks
Resignation for Good Reason, Termination Without Cause or Termination due to Death or
Disability Absent a Change in Control
.
If Mr. Parks employment was terminated on December 31, 2018 by Mylan without cause, by him for good reason or due to his death or disability absent a change in control, he would
have been entitled to (1) a lump sum payment equal to his annual base salary, (2) 12 months of health benefits, (3) a pro rata bonus based on actual performance and (4) in the case of a termination due to Mr. Parks death or
disability only, full vesting of his LTI awards (with any performance conditions deemed achieved at target levels).
The estimated values
of such payments and benefits, assuming a December 31, 2018 termination, would have been (i) $1,752,061, in respect of cash severance and other benefits and (ii) in the case of a termination due to Mr. Parks death or disability
only, $2,690,762, in respect of the vesting of LTI awards.
Termination in Connection with a Change in Control
.
If
Mr. Parks incurred a CIC Termination on December 31, 2018, he would become entitled to the payments and benefits provided for above in the event of his disability, except that his severance payment under (1) would be equal to three
times the sum of his base salary and highest bonus paid and he would receive three years of continued health and other benefits. Consistent with Mylans policy of not providing
gross-ups
in newly entered
into agreements, Mr. Parks Transition and Succession Agreement contains a best net provision in the event he would receive any excess parachute payments, as described above.
The estimated values of such payments and benefits, assuming a December 31, 2018 termination, would have been (i) $6,745,473, in respect of cash
severance and other benefits and (ii) $2,690,762, in respect of the vesting of LTI awards.
Rajiv Malik
Resignation for Good Reason, Termination Without Cause or Termination due to Death or Disability Absent a Change in Control
.
If
Mr. Maliks employment was terminated on December 31, 2018 by Mylan without cause, by him for good reason or due to his death or disability absent a change in control, he would have been entitled to (1) a lump sum payment equal
to
one-and-one-half
times his annual base salary, (2) 18 months of health benefits, (3) a pro rata bonus based on actual
performance, (4) full vesting of his LTI awards (with any performance conditions deemed achieved at target levels) and (5) a lump sum payment in respect of his already vested RBA benefit.
The estimated values of such payments and benefits, assuming a December 31, 2018 termination, would have been (i) $3,191,355, in respect of cash
severance and other benefits, (ii) $7,789,903, in respect of the vesting of LTI awards and (iii) $4,005,221, in respect of Mr. Maliks already vested RBA benefit.
Termination in Connection with a Change in Control
.
If Mr. Malik incurred a CIC Termination on December 31, 2018, he would
have been entitled to the payments and benefits provided for above, except that his severance payment under (1) would be equal to three times the sum of his base salary and highest bonus paid and he would receive three years of continued health
and other benefits. Mr. Maliks Transition and Succession Agreement also provides for a
gross-up
payment for any excise tax on excess parachute payments.
The estimated values of such payments and benefits, assuming a December 31, 2018 termination, would have been (i) $12,688,123, in respect of cash
severance and other benefits, (ii) $7,789,903, in respect of the vesting of LTI awards and (iii) $4,055,221, in respect of Mr. Maliks already vested RBA benefit. Based on these values, Mr. Malik would not have been subject to the
280G excise tax; therefore, no value is attributable to his contractual
gross-up
obligation for purposes of this disclosure.
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2019 Proxy Statement
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