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Share Name | Share Symbol | Market | Type |
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Mallinckrodt Plc | NYSE:MNK | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.75 | 0 | 01:00:00 |
Ireland | 001-35803 | 98-1088325 | ||||||
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(Title of each class) | (Trading Symbol(s)) | (Name of each exchange on which registered) | ||||||
Ordinary shares, par value $0.20 per share | MNK | New York Stock Exchange |
Covered Executives |
Mark C. Trudeau, President and Chief Executive Officer
Bryan M. Reasons, Executive Vice President and Chief Financial Officer
Mark Casey, Executive Vice President and Chief Legal Officer
Hugh M. O’Neill, Executive Vice President and Chief Commercial Officer
Steven Romano, M.D., Executive Vice President and Chief Science Officer
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Reporting |
Mr. Trudeau reports to the Board of Directors of the Company. Each of the other Named Executive Officers reports to the Chief Executive Officer.
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Term |
3 years, with automatic one year renewals, absent notice of non-renewal
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Annual Base Salary |
Mr. Trudeau $1,050,000
Mr. Reasons $600,000
Mr. Casey $600,000
Mr. O’Neill $620,000
Dr. Romano $620,000
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Target Bonus Opportunity |
Mr. Trudeau 125% of Base Salary
Mr. Reasons 65% of Base Salary
Mr. Casey 65% of Base Salary
Mr. O’Neill 65% of Base Salary
Dr. Romano 65% of Base Salary
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Severance |
In the event of an executive’s termination of employment without Cause or, during the two-year period following a change in control, for Good Reason:
•1.5x (2x for the CEO) the sum of the applicable executive’s annual base salary and the average annual bonus received during the three fiscal years preceding the date of termination.
•A lump sum payment equal to the employer subsidized portion of the cost of health insurance for the applicable executive and his dependents for eighteen months.
•Accelerated vesting of stock options, restricted stock and restricted stock units scheduled to vest during the twelve months following the date of termination, with vested options remaining exercisable until the one year anniversary of the date of termination, subject to the earlier expiration of the option term. Performance units scheduled to vest during the twelve months following employment termination remain eligible to vest based on actual results.
•If, during the twenty-four months following the date of termination, an executive would reach the age required for early retirement or normal retirement treatment and would otherwise meet the retirement treatment criteria, executive will be entitled to any more favorable equity award vesting included in any applicable equity award agreement with the executive.
•Outplacement services for up to twelve months.
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Double Trigger Equity Award Vesting |
In the event of an executive’s termination without Cause or for Good Reason during the two-year period following a change of control, all of the executive’s unvested equity awards immediately will vest, with the vesting level of performance-based awards to be determined in the sole discretion of the HRCC.
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Non-Compete |
Each of the executives is subject to a non-compete agreement that applies during the employment term and for one year following any termination of employment.
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Certain Definitions |
“Cause” means executive’s (i) substantial failure or refusal to perform duties and responsibilities of his or her job at a satisfactory level as required by the Company; (ii) a material violation of any fiduciary duty or duty of loyalty owed to the Company; (iii) conviction of a misdemeanor (other than a traffic offense) or felony; (iv) fraud, embezzlement or theft; (v) violation of a material rule or policy of the Company; (vi) unauthorized disclosure of any trade secret or confidential information of the Company; or (vii) other egregious conduct that has or could have a serious and detrimental impact on the Company.
“Good Reason” means, at any time during the two year period following a change in control, (i) the assignment to executive of any duties inconsistent in any material respect with executive’s authority, duties or responsibilities as in effect immediately prior to the change in control; (ii) a material diminution in the authority, duties or responsibilities of the supervisor to whom executive is required to report as in effect immediately prior to the change in control; (iii) a material change in the geographic location at which executive must perform services to a location which is more than 50 miles from executive’s principal place of business immediately prior to the change in control; (iv) a material reduction in executive’s compensation and benefits, taken as a whole, as in effect immediately prior to the change in control; or (v) a material diminution in the budget over which executive retains authority.
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Exhibit No. | Exhibit | |||||||
10.1 | ||||||||
10.2 | ||||||||
104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |||||||
MALLINCKRODT PLC | ||||||||||||||
(registrant) | ||||||||||||||
Date: | July 24, 2020 | By: | /s/ Stephanie D. Miller | |||||||||||
Stephanie D. Miller | ||||||||||||||
Vice President, Corporate Secretary &
General Counsel, International
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1 Year Mallinckrodt Chart |
1 Month Mallinckrodt Chart |
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