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SGP > SEC Filings for SGP > Form 8-K on 12-Dec-2008All Recent SEC Filings

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Form 8-K for SCHERING PLOUGH CORP


12-Dec-2008

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amendments to Executive Employment Agreements The Compensation Committee of the Board of Directors of Schering-Plough Corporation ("the Company") approved on December 9, 2008, certain amendments to the employment agreements of Fred Hassan, Chairman of the Board & Chief Executive Officer; Robert J. Bertolini, Executive Vice President & Chief Financial Officer; Carrie S. Cox, Executive Vice President & President, Global Pharmaceuticals; Thomas P. Koestler, Ph.D., Executive Vice President & President, Schering-Plough Research Institute; Thomas J. Sabatino, Jr., Executive Vice President-Global Law and Public Affairs & General Counsel; and Brent Saunders, Senior Vice President & President, Consumer Health Care. The amendments conform those agreements to Section 409A of the Internal Revenue Code ("Section 409A"). Specifically, each employment agreement has been amended to specify that severance amounts payable by the Company, which are not exempt from
Section 409A, will be further deferred for six months following that executive's separation from service with the Company. Additionally, the amendments provide that certain other payments will be made only at times permissible without triggering tax penalties under Section 409A. Compensation Adjustments for Thomas J. Sabatino, Jr.
The Compensation Committee also took on December 9, 2009, the following actions with respect to the compensation of Mr. Sabatino:
• Effective December 16, 2008, Mr. Sabatino's base salary will be increased by 7.4%, from $798,000 to $857,100; and

• On December 9, 2008, Mr. Sabatino was granted a special cash award in the amount of $500,000.

The above actions were taken by the Compensation Committee in recognition of Mr. Sabatino's sustained strong performance as Executive Vice President-Global Law and Public Affairs & General Counsel and the increased responsibility he assumed for Global Administrative Services in October of 2008.


Table of Contents



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibits are filed with this 8-K:
99.1   Amendment to Letter Agreement and Employment Agreement between
       Schering-Plough Corporation and Robert J. Bertolini, dated December 9,
       2008.

99.2   Amendment to Employment Agreement between Schering-Plough Corporation and
       Carrie S. Cox, dated December 9, 2008.

99.3   Amendment to Employment Agreement between Schering-Plough Corporation and
       Fred Hassan, dated December 9, 2008.

99.4   Amendment to Employment Agreement between Schering-Plough Corporation and
       Thomas P. Koestler, dated December 9, 2008.

99.5   Amendment to Letter Agreement and Employment Agreement between
       Schering-Plough Corporation and Thomas J. Sabatino, Jr., dated December 9,
       2008.

99.6   Amendment to Employment Agreement between Schering-Plough Corporation and
       Brent Saunders, dated December 9, 2008.


Table of Contents

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