Order express cardinal health1/4/2023 ![]() ![]() During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under savings and retirement plans that are tax‑qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), in plans that are supplemental to any such tax-qualified plans, and welfare benefit plans, practices, policies and programs provided by the Company, but not any severance plan, practice, policy or program (other than the severance arrangements set forth in this Agreement), on a basis that is no less favorable than those generally applicable or made available to the other most senior executives of the Company. The actual Annual Bonus, which could be higher or lower than the Target Bonus, shall be based on the attainment of performance objectives as determined no later than 90 days after the beginning of the fiscal year by the Human Resources and Compensation Committee of the Board (the “Committee”) in consultation with the Executive, and shall be paid, subject to any effective deferral elections that may be made by the Executive in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to any deferred compensation plans that the Company may maintain, within two and a half months following the end of the fiscal year for which the Annual Bonus is earned. The Executive’s Annual Bonus target under this Agreement for any fiscal year (the fiscal year’s “Target Bonus”) shall be no less than 130% of the Executive’s Annual Base Salary. With respect to each fiscal year ending during the Employment Period, the Executive shall be eligible to receive an annual bonus (“Annual Bonus”) determined and paid at the sole discretion of the Company pursuant to the terms and conditions of the Company bonus plan for which the Executive is then eligible. In entering into the new Barrett Agreement, the Board also considered the continuity and stability in leadership that Mr. Barrett has provided strong and effective leadership to the Board. He also helped the Company complete several large acquisitions and launch a growth platform in China. Barrett has been instrumental in strengthening the Company's long-term position, including re-balancing its customer and product mix and building a strong management team. From the Spin-Off through the fiscal year ended June 30, 2012, the Company's non-GAAP earnings per share has grown significantly, the Company's total shareholder return has been 80% and the Company's stock price has increased from $25.32 to $42.00. ![]() Barrett has served the Company and its shareholders well since the spin-off of CareFusion Corporation in August 2009 (the “Spin-Off”). The Board approved the new Barrett Agreement because it believes that Mr. Barrett's 2009 employment agreement which was scheduled to expire on the date of the 2012 Annual Meeting. The new Barrett Agreement supersedes and replaces Mr. Barrett (the “new Barrett Agreement”) under which he continues to serve as Chairman and Chief Executive Officer until the earlier of the date of the Company's annual meeting of shareholders following June 30, 2015 or December 31, 2015, subject to earlier termination in accordance with its terms. On September 4, 2012, the Company entered into a new employment agreement with George S. ![]()
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