Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Hiring of New CEO and CEO Employment Agreement
On February 25, 2013, the Board of Directors (the "Board") of the Registrant
announced the appointment of Mr. Rajiv De Silva to the position of President and
Chief Executive Officer of the Registrant, effective March 18, 2013. Mr. De
Silva will also be appointed to the Board effective March 18, 2013. Mr. De Silva
replaces Mr. David P. Holveck, who is retiring from his position as President
and Chief Executive Officer of the Registrant, effective March 18, 2013. Mr.
Holveck has also resigned as a member of the Board, effective March 18, 2013.
Mr. De Silva, age 46, served as the President of Valeant Pharmaceuticals
International, Inc. from October 2010 to December 31, 2012 and served as its
Chief Operating Officer until December 31, 2012. Prior to joining Valeant in
January 2009, Mr. De Silva held various leadership positions with Novartis AG
from 2003 to 2009.
In connection with Mr. De Silva's appointment as President and Chief Executive
Officer, he has entered into an executive employment agreement (the "Agreement")
with the Registrant, dated as of February 24, 2013 and effective as of March 18,
2013.
The term of Mr. De Silva's Agreement is three years ending on March 18, 2016.
Under the Agreement, Mr. De Silva is entitled to base salary of $975,000 and an
annual cash performance bonus with a target of 120% of salary and a maximum
bonus of 225% of salary. Mr. De Silva will receive an initial grant of
restricted stock units valued at $1,250,000 with 33-1/3% vesting on each of
December 31, 2013, December 31, 2014 and the third anniversary of grant. Mr. De
Silva will receive an initial grant of stock options valued at $1,250,000 with
33-1/3% vesting on each of December 31, 2013, December 31, 2014, and December
31, 2015. Mr. De Silva will receive an initial grant of performance share units
valued at $2,500,000, vesting on December 31, 2015 subject to performance
conditions being met. Before September 1, 2013, Mr. De Silva may purchase shares
of Registrant's common stock (up to $5,000,000 of which will be subject to a
5-year transfer restriction). Mr. De Silva will receive matched performance
share units for up to $2,500,000 of purchased shares (and shares issued in
respect of such matched performance share units will be subject to a 2-year
transfer restriction). The matched performance share units will vest on March
18, 2016, subject to total shareholder return ("TSR") performance conditions
being met; the matching percentage ranges from 0% if TSR is less than 33% during
the performance period to 150% if TSR is 100% or higher.
Restricted stock units and stock options vest immediately on Mr. De Silva's
termination due to death or disability, termination without cause or for good
reason, and are subject to double trigger vesting upon a change of control of
the Registrant. Performance share units vest at target on Mr. De Silva's death,
are eligible for continued vesting on Mr. De Silva's termination due to
disability, are eligible for continued prorated vesting on Mr. De Silva's
termination without cause or for good reason, and are deemed achieved at a
multiple set forth in the Agreement upon a change of control of the Registrant.
Matched performance share units vest immediately on Mr. De Silva's termination
due to death or disability, termination without cause or for good reason (in
each case to extent applicable TSR target is met), or upon a change of control
of the Registrant (to the extent applicable TSR target is met based on the
transaction price).
Mr. De Silva is entitled to employee benefits, executive benefits, perquisites,
reimbursement of expenses and vacation on same basis as other senior executives.
The Agreement provides that on termination without cause or for good reason, Mr.
De Silva will be entitled to a prorated bonus for year of termination (based on
actual results), severance in an amount equal to two times the sum of his base
salary and target bonus, and continuation of medical and life insurance benefits
for two years following termination. Receipt of this severance is conditioned on
Mr. De Silva's release of claims against the Registrant. Payments upon
termination due to death or disability include a prorated bonus for the year of
termination (based on actual results), and, in the event of disability, 24
months of salary continuation offset by disability benefits. Mr. De Silva may
reduce payments to the extent such payments would constitute "excess parachute
payments" under Sections 280G and 4999 of the Internal Revenue Code.
The Agreement also contains covenants not to solicit for 24 months, not to
compete for 24 months, non-disparagement, and cooperation in any investigations
and litigation.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety to the full text of the Agreement, a copy of which
is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
A copy of the press release announcing the appointment of Mr. De Silva is also
filed herewith as Exhibit 99.1 and is incorporated herein by reference.