EXHIBIT 10.8
February 21, 2001
X. Xxxxxxx Xxxxxxx
[Address]
PERSONAL AND CONFIDENTIAL
Dear Xxx:
Previously you and Xxxxxxx-Xxxxx Squibb Company
("Xxxxxxx-Xxxxx Squibb") executed a letter agreement dated October 15, 2000 (the
"2000 Agreement"), and a letter amendment dated January 4, 2001 (the "2001
Amendment"), that described the bonus payments and other incentives that you
would receive in the event that Xxxxxx, Inc. ("Xxxxxx") was sold to a
third-party entity on or before September 30, 2001. It now appears possible that
Xxxxxxx-Xxxxx Squibb may divest its interest in Xxxxxx through a "spin-off"
transaction involving the distribution of Xxxxxx stock to Xxxxxxx-Xxxxx Squibb
shareholders (the "Spin-Off"). The Spin-Off may be preceded by a public offering
of Xxxxxx shares (the "IPO"). During the divestiture process, we believe that
operating the Xxxxxx business as usual is in the best interests of Xxxxxxx-Xxxxx
Squibb, Xxxxxx and its employees. To provide assurance to you and to help ensure
that the Xxxxxx business is managed and operated efficiently and effectively
both before and after the divestiture, Xxxxxxx-Xxxxx Squibb and Xxxxxx wish to
offer you the incentives described in this letter. If these incentives are
satisfactory and you wish to participate, please sign and return this letter in
the manner described on the last page of this letter.
The terms and conditions of this letter agreement will apply
in the event of an IPO or Spin-Off of Xxxxxx that occurs on or before September
30, 2001 and, with respect to payments and benefits contingent upon a Spin-Off,
the consummation of the Spin-Off on or before March 31, 2002. In the event of a
disposition of Xxxxxx which is not an IPO or Spin-Off occurring on or before
September 30, 2001 and, with respect to payments and benefits contingent upon a
Spin-Off, if the Spin-Off is not completed on or before March 31, 2002, the
terms and conditions of this letter agreement will terminate and will not apply.
Please note that if Xxxxxx is sold to a third party entity on or before
September 30, 2001, you will receive the bonus payments and other incentives
subject to the conditions described in the 2000 Agreement and the 2001
Amendment.
X. Xxxxxxx Xxxxxxx
February 21, 2001
Page 2
As a member of the Xxxxxx management team, you are expected to
carry out the duties and responsibilities of your job during the coming months.
In addition, your assistance will be necessary to complete the divestiture
process. For your extra efforts and cooperation in helping Xxxxxxx-Xxxxx Squibb
and Xxxxxx during this period, you will be provided with the following
incentives, subject to all of the terms and conditions of this letter agreement:
1. SPECIAL STOCK OPTION AWARD. Effective on the date of the Spin-Off or, if it
occurs first, the IPO, (the "Effective Date"), you will receive an option to
purchase shares of Xxxxxx stock with an economic value at the time of grant of
$875,000 using a generally accepted valuation methodology. This option will be
issued under a new option and equity compensation plan (the "Xxxxxx Stock
Incentive Plan") that will be adopted by Xxxxxx'x Board of Directors. Your
option will vest in equal installments over a period of four years provided that
you remain employed with Xxxxxx during that time, or as provided otherwise under
the Xxxxxx Stock Incentive Plan. The exercise price will equal the fair market
value of Xxxxxx stock at the time the option is granted.
2. SPECIAL RESTRICTED STOCK AWARD. As of the Effective Date, you will receive a
grant of Xxxxxx restricted stock with a value (determined as if no restrictions
applied) of $300,000. The restricted stock will vest in three equal installments
on the third, fourth and fifth anniversaries of the grant of the award provided
that you remain employed with Xxxxxx during that time. Any dividends that are
payable on Xxxxxx stock will be paid to you on this restricted stock on a
current basis. This restricted stock will also be issued under the Xxxxxx Stock
Incentive Plan.
3. CONVERSION OF EXECUTIVE STOCK OPTIONS. Any Xxxxxxx-Xxxxx Squibb stock options
granted to you prior to the Effective Date (including, but not limited to, the
options awarded to you on January 3, 2000 pursuant to a 50% reduction in target
cash bonus under the Xxxxxxx-Xxxxx Squibb Company Performance Incentive Plan
("PIP")) that are outstanding on the date of the Spin-Off, will be converted
into new Xxxxxx stock options. The number of shares and the exercise price of
your new Xxxxxx options will be determined by the Xxxxxxx-Xxxxx Squibb Board of
Directors based upon a conversion ratio that will be used for all Xxxxxx
employees and that preserves any gains earned through the date of conversion.
Your new Xxxxxx options will be vested in the same proportion that your
Xxxxxxx-Xxxxx Squibb options were vested and the nonvested portion of your new
Xxxxxx options will vest from the original grant date of your Xxxxxxx-Xxxxx
Squibb options according to the vesting schedule in such Xxxxxxx-Xxxxx Squibb
options. Certain of your Xxxxxxx-Xxxxx Squibb options were subject to a price
appreciation threshold of 30% for a period of eight years following grant. Your
new Xxxxxx options will also be subject to a 30% price appreciation threshold
that will be based upon the adjusted exercise price of your Xxxxxx options and
future share price appreciation of Xxxxxx shares, subject to the requirement
that the price appreciation threshold be met for 15 consecutive trading days.
Any Xxxxxxx-Xxxxx Squibb stock options granted to you after the date of this
letter agreement that
X. Xxxxxxx Xxxxxxx
February 21, 2001
Page 3
are converted into new Xxxxxx stock options will reflect any applicable
conditions to exercisability such as vesting requirements or price appreciation
thresholds.
4. CONVERSION OF RESTRICTED STOCK AWARDS. Your Xxxxxxx-Xxxxx Squibb restricted
shares that are unvested as of the Effective Date, including those that you have
held less than one year from their date of grant, will be exchanged for Xxxxxx
restricted shares of equal value (in each case determined as if no restrictions
applied) determined on the Effective Date. Your restricted Xxxxxx shares shall
be subject to vesting based upon the vesting schedule of the original
Xxxxxxx-Xxxxx Squibb restricted share grant.
5. LONG-TERM PERFORMANCE AWARDS.
A. 1999-2001 XXXXXXX-XXXXX SQUIBB LONG-TERM PERFORMANCE AWARD. Your
participation in the 1999-2001 Xxxxxxx-Xxxxx Squibb Long-Term
Performance Award ("1999-2001 LTP") cycle will terminate as of the
Effective Date. In lieu of such participation or any payment under
the 1999-2001 LTP, you will receive a cash payment equal to a full
term award (i.e., based on 36 months of deemed participation) that
you would have received pursuant to the terms of the 1999-2001 LTP
award cycle had you worked for Xxxxxxx-Xxxxx Squibb for the entire
award period. Payment to you will be based upon Xxxxxxx-Xxxxx
Squibb's actual performance during the 36-month award cycle (which
will be the same for other participants who continue to be employed
by Xxxxxxx-Xxxxx Squibb during the entire cycle) and will be
determined by Xxxxxxx-Xxxxx Squibb under the terms of the 1999-2001
LTP. Payment to you of this cash amount will occur on the normal
payment date for participants in the 1999-2001 LTP (which is
anticipated to be in February, 2002).
B. 2001-2003 XXXXXXX-XXXXX SQUIBB LONG-TERM PERFORMANCE AWARD. Your
participation in the 2001-2003 Xxxxxxx-Xxxxx Squibb Long-Term
Performance Award ("2001-2003 LTP") cycle will terminate as of the
Effective Date. In lieu of such participation or any payment under
the 2001-2003 LTP, effective on the Effective Date, you will be
awarded a Xxxxxx stock option with a value equal to the full LTP
award. The number of shares and the exercise price of this Xxxxxx
stock option will be determined by the Xxxxxxx-Xxxxx Squibb Board of
Directors using a generally accepted valuation methodology. Your
option will vest in equal installments over a period of four years
provided that you remain employed with Xxxxxx during that time or as
provided otherwise under the Xxxxxx Stock Incentive Plan.
6. 2001 PERFORMANCE INCENTIVE PLAN. Your 2001 PIP payment under the 2001 PIP
will be calculated in accordance with the following terms and conditions: (i)
your full target bonus will be in effect in 2001; (ii) your payment will be
based upon actual results versus targeted
X. Xxxxxxx Xxxxxxx
February 21, 2001
Page 4
performance criteria through the Effective Date, subject to the established PIP
payout schedule; (iii) if the Effective Date is on or before June 30, 2001, a
six-month bonus payment will be made; (iv) if the Effective Date occurs after
June 30, 2001, you will accrue additional months of bonus credit beyond six
months subject to any applicable conditions of the PIP; and (v) your 2001 PIP
payment will be made on December 15, 2001 and February 15, 2002 consistent with
the current plan provisions, provided that you remain employed with Xxxxxx
through the aforementioned payment dates.
7. SPECIAL SEVERANCE UPON TERMINATION OF EMPLOYMENT. In addition to the other
payments specified in this letter agreement, you may be eligible for special
severance payments pursuant to either (A) or (B) below (note that should you
become reemployed by Xxxxxxx-Xxxxx Squibb or any of its affiliates following
your receipt of severance payments, you may be obligated to repay a portion of
any severance payments as required by the Xxxxxxx-Xxxxx Squibb Company Severance
Plan ("BMS Severance Plan")). The special severance payments described in this
letter agreement will be in lieu of, and not in addition to, the severance (if
any) that might ordinarily have been payable to you under the terms of the BMS
Severance Plan.
A. EMPLOYMENT CONTINUED BY XXXXXX BUT TERMINATED WITHIN 12 MONTHS. In
the event that your employment with Xxxxxx is initially continued
after the Effective Date, but is subsequently terminated prior to
the first anniversary of the date of the Spin-Off, and you do not at
such time become reemployed by Xxxxxxx-Xxxxx Squibb or any of its
affiliates, you will receive severance "make-up" benefits (in lieu
of any amount payable pursuant to the BMS Severance Plan). The
severance benefits hereunder, when combined with any severance
payments from Xxxxxx for which you may be eligible, will increase
your total severance benefits under this paragraph to an amount
equal to two years of your base salary at the rate in effect on the
date immediately prior to the Effective Date (regardless of the
amount that you would otherwise be entitled to receive under the
terms of the BMS Severance Plan). The severance make-up benefits
described in this paragraph will be paid to you in accordance with
the payment schedule and subject to all of the terms and conditions
of the BMS Severance Plan in effect as of the Effective Date
(including but not limited to the terms providing for the
eligibility for severance pay, and the determination of which
circumstances constitute a termination pursuant to which severance
pay would be payable).
B. EMPLOYMENT NOT CONTINUED BY XXXXXX. In the event that your
employment is not continued by Xxxxxx as of the Effective Date, and
you have neither been retained nor reemployed by Xxxxxxx-Xxxxx
Squibb at such time, you will be eligible to receive a severance
benefit in an amount equal to two years of your base salary at the
rate in effect on the date immediately prior to the Effective Date,
(regardless of the amount that you would otherwise be entitled to
receive
X. Xxxxxxx Xxxxxxx
February 21, 2001
Page 5
under the terms of the BMS Severance Plan). The severance benefits
described herein will be paid to you in accordance with the payment
schedule and subject to all of the terms and conditions of the BMS
Severance Plan in effect as of the Effective Date, (including but
not limited to the terms providing for the eligibility for severance
pay, and the determination of which circumstances constitute a
termination pursuant to which severance pay would be payable). You
acknowledge and agree that, in the event that Xxxxxx provides
severance payments to you, whether through contractual obligation or
otherwise, the amount of severance payments that you actually
receive from Xxxxxx will set off and reduce Xxxxxxx-Xxxxx Squibb's
obligations under this subparagraph (B) on a dollar-for-dollar
basis.
8. TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL.
A. SPECIAL SEVERANCE. In the event that Xxxxxx terminates your
employment following a Change in Control (as defined below), and
provided that your termination occurs after the Effective Date and
prior to the first anniversary of the date of the Spin-Off, and
provided further that you do not at such time immediately become
reemployed by Xxxxxxx-Xxxxx Squibb or any of its affiliates, at the
time of your termination, Xxxxxx will provide you with a special
severance payment equal to three times the sum of (i) the higher of
your annual base salary in effect immediately prior to the
occurrence of the event or circumstance upon which your termination
is based or in effect immediately prior to the Change in Control,
and (ii) the aggregate amount of your target annual bonus payment
under the Xxxxxx Performance Incentive Plan (or any similar bonus
plan of Xxxxxx then in effect) in effect immediately prior to the
occurrence of the circumstances giving rise to your termination
(provided that if it is not practicable to determine the amount that
your aggregate target bonus would have been for the year of your
termination, then your target annual bonus payment will be deemed to
be the amount of the largest aggregate annual bonus paid to you
during the five years immediately prior to the year in which you are
terminated).
B. VESTING OF OPTIONS AND RESTRICTED STOCK. If you receive the special
severance described in this paragraph 8, as of the date of your
termination, any stock options awarded to you under the Xxxxxx Stock
Incentive Plan will become fully exercisable (without regard to any
vesting and price appreciation threshold requirements that would
otherwise apply) for a period of three months commencing on the date
of your termination. In addition, vesting and performance
restrictions on any grants of restricted Xxxxxx stock awarded to you
under the Xxxxxx Stock Incentive Plan which, as of the date of your
termination,
X. Xxxxxxx Xxxxxxx
February 21, 2001
Page 6
have not then lapsed shall lapse automatically on the date of your
termination and you will own such stock free and clear of all such
restrictions.
C. DEFINITION OF CHANGE IN CONTROL. For the purpose of this paragraph
8, a "Change in Control" shall be deemed to have occurred if:
(i) any Person (as defined below) is or becomes the beneficial
owner (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended), directly or indirectly, of Xxxxxx'x
securities (not including in the securities beneficially owned
by such Person any securities acquired directly from Xxxxxx or
its affiliates) representing 20% or more of the combined
voting power of Xxxxxx'x then outstanding securities;
(ii) the individuals who constitute the Xxxxxx Board of Directors
immediately after the Effective Date cease for any reason to
constitute a majority thereof (other than any director
designated by a Person or entity who has entered into an
agreement with Xxxxxx to effect a transaction described in
clause (i), (iii) or (iv) of this sub-paragraph 8.C. and whose
election by the Xxxxxx Board of Directors or nomination for
election by Xxxxxx'x stockholders was approved by a vote of at
least two-thirds of the directors then still in office who
either were directors immediately after the Effective Date or
whose election or nomination for election was previously so
approved;
(iii) Xxxxxx'x shareholders approve a merger or consolidation of
Xxxxxx with any other corporation, other than (A) a merger or
consolidation which would result in Xxxxxx'x voting securities
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity), in combination
with the ownership of any trustee or other fiduciary holding
securities under a Xxxxxx employee benefit plan, at least 75%
of the combined voting power of the voting securities of
Xxxxxx or such surviving entity outstanding immediately after
such merger or consolidation, or (B) a merger or consolidation
effected to implement a recapitalization of Xxxxxx (or similar
transaction) in which no Person acquires more than 50% of the
combined voting power of Xxxxxx'x then outstanding securities;
or
(iv) Xxxxxx'x shareholders approve a plan of complete liquidation
of Xxxxxx or an agreement for the sale or disposition by
Xxxxxx of all or substantially all of Xxxxxx'x assets.
X. Xxxxxxx Xxxxxxx
February 21, 2001
Page 7
The foregoing notwithstanding, the Spin-Off and any event
occurring in conjunction with the Spin-Off shall not
constitute a Change in Control and a Change in Control shall
not include any event, circumstance or transaction occurring
during the six-month period following a Potential Change in
Control which results from the action of any entity or group
which you control wholly or partly or with which you are
affiliated. For the purpose of this paragraph 8, "Potential
Change in Control" means Xxxxxx entering into an agreement the
consummation of which would result in a Change in Control, a
public announcement by Xxxxxx or any other Person of its
intent to take or consider taking actions which, if
consummated, would constitute a Change in Control, any Person
who is or becomes the beneficial owner, directly or indirectly
of Xxxxxx securities representing 10% or more of the combined
voting power of Xxxxxx'x outstanding securities as of the date
of the Spin-Off, increases such Person's beneficial ownership
by 5% or more, or Xxxxxx'x Board of Directors adopts a
resolution to the effect that, for the purpose of this
agreement, a Potential Change in Control has occurred. For the
purpose of this paragraph 8, "Person " has the meaning given
under Section 3(a)(9) of the Securities Exchange Act of 1934,
as amended, as modified and used in Sections 13(d) and 14(d)
thereof; however, a Person shall not include Xxxxxxx-Xxxxx
Squibb, Xxxxxx or any of their respective subsidiaries, a
trustee or other fiduciary holding securities under an
employee benefit plan of Xxxxxxx-Xxxxx Squibb, Xxxxxx or any
of their respective subsidiaries, an underwriter temporarily
holding securities pursuant to an offering of such securities,
or a corporation owned, directly or indirectly, by the
stockholders of Xxxxxx in substantially the same proportions
as their ownership of stock of Xxxxxx.
D. EXCISE PAYMENT. In the event that any special severance
payment or other payment to you exceeds 110% of the maximum
amount of such payments that could be paid to you under this
paragraph 8 without being subject to excise taxes under
sections 280G and 4999 of the Internal Revenue Code, Xxxxxx
will pay you an additional amount such that the amount you
retain after deduction of any excise tax and any other
Federal, state and local employment and income taxes is equal
to the present value of such special severance payments and
other payments. In the event that any special severance
payment or other payment to you exceeds the maximum amount of
such payments that could be paid to you without being subject
to excise taxes under sections 280G and 4999 of the Internal
Revenue Code but is less than 110%, of such amount, Xxxxxx
shall reduce such payments to you to an amount equal to
maximum amount that may be paid to you without being subject
to excise taxes under sections 280G and 4999 of the Internal
Revenue Code.
X. Xxxxxxx Xxxxxxx
February 21, 2001
Page 8
E. OTHER SEVERANCE PLANS. The severance benefits described in
this paragraph 8 are in lieu of, and not in addition to, the
severance (if any) that might otherwise have been payable to
you under the terms of either the BMS Severance Plan or the
Xxxxxx Xxxxxxxxx Plan.
9. VESTING IN PENSION PLAN AND SAVINGS PLAN. In addition to the incentives
specified in this letter agreement, your unvested benefits under the
Xxxxxxx-Xxxxx Squibb Company Retirement Income Plan and the Xxxxxxx-Xxxxx Squibb
Company Savings and Investment Program will become fully vested as of the
consummation of the Spin-Off.
10. SHORT SERVICE ADJUSTMENT. In view of your short service with Xxxxxxx-Xxxxx
Squibb, and the impact that this may have on your ability to accrue a pension
benefit under the Xxxxxxx-Xxxxx Squibb Retirement Income Plan, on the Effective
Date , you will be awarded deferred stock units with respect to Xxxxxx stock in
an amount equivalent to $500,000. At the time of your retirement or termination
of employment, your deferred stock units will be distributed to you in the form
of a lump sum cash payment. Your payment will be equal to the number of deferred
stock units awarded to you multiplied by (i) the market value of Xxxxxx stock at
the time of your termination or retirement, plus (ii) the sum of all dividends
credited on a share of Xxxxxx stock during the period commencing upon the date
of your deferred stock award and the date of your termination or retirement. The
number of your deferred share units will be adjusted to preserve the value of
your deferred stock units in the event of a Xxxxxx stock dividend, stock split,
recapitalization or other financial restructuring that affects the value of
Xxxxxx shares.
11. CONDITIONS OF THIS LETTER AGREEMENT. The incentive payments and benefits
described in this letter agreement are contingent upon: (a) the Effective Date
occurring on or before September 30, 2001 and, with respect to payments and
benefits contingent upon a Spin-Off, the consummation of the Spin-Off on or
before March 31, 2002; (b) your continuous employment with Zimmer through and
including the date of the relevant award, and your cessation of employment
within the Xxxxxxx-Xxxxx Squibb controlled group (as defined under section
1563(a) of the Internal Revenue Code) as a result of the Spin-Off; (c) your
execution on the date of the consummation of the Spin-Off, and the
effectiveness, of a general release in favor of Xxxxxxx-Xxxxx Squibb, its
affiliates, and others related to such entities (including but not limited to
their directors, officers, employees) and a limited release of Xxxxxx, its
affiliates, and others related to such entities (including but not limited to
their directors, officers, employees) with respect to Xxxxxx'x obligations in
connection with the Spin-Off, in form and substance satisfactory to
Xxxxxxx-Xxxxx Squibb and Zimmer, (d) your honoring the need for strict
confidentiality regarding the IPO and the Spin-Off and the terms of this letter
agreement, neither of which should be discussed with anyone (other than your
personal financial or legal advisors) without the express and specific
permission of Xxxxxx X. Xxxxxxxx, Senior Vice President, Corporate Development,
it being acknowledged that matters relating to the IPO and the Spin-Off (except
the terms of this letter agreement) may be discussed only with employees of
Xxxxxxx-Xxxxx Squibb and its
X. Xxxxxxx Xxxxxxx
February 21, 2001
Page 9
affiliates and their legal and financial advisors who are participating in the
IPO and the Spin-Off process and no others (and then only with those individuals
on a "need to know" basis); (e) your providing full support and cooperation in
the best interests of Xxxxxxx-Xxxxx Squibb and Xxxxxx up to and including the
date of the Spin-Off; and (f) following the Spin-Off, your taking no action,
excluding normal competitive activity not contrary to law and not inconsistent
with your other contractual obligations to Xxxxxxx-Xxxxx Squibb, Zimmer or their
affiliates, but including any actions prohibited by this letter agreement, which
would be considered contrary to the best interests of Xxxxxxx-Xxxxx Squibb,
Zimmer or their affiliates.
12. NON-COMPETE AND NON-SOLICITATION. As a condition to your receipt of any
payments or benefits under this letter agreement, you agree that, for a period
commencing on the date of your execution of this letter agreement and ending on
the date which is one year after the consummation of the Spin-Off you will not,
directly or indirectly, (i) own, manage, control or participate in the
ownership, management or control of, be employed or engaged by or otherwise
affiliated or associated as a consultant, independent contractor or otherwise
with, any other corporation, partnership, proprietorship, firm, association, or
other business entity, or otherwise engage in any business, which is engaged in
any manner in, or otherwise competes with, the business of Xxxxxx or any of its
affiliates in the United States of America or any of the countries in which
Xxxxxx or any of its affiliates is doing business, (ii) solicit on behalf of any
other corporation, partnership, proprietorship, firm, association, or other
business entity, any person or business that is a customer or supplier of Xxxxxx
or any of its affiliates, or (iii) solicit for employment, hire, employ, or
retain in any capacity (including but not limited to as an employee, director,
independent contractor, consultant or otherwise), other than for employment
within Zimmer or its affiliates in conjunction with the IPO and Spin-Off or
within Xxxxxxx-Xxxxx Squibb or its affiliates, any person who is employed or
otherwise engaged on a full or part-time basis by Xxxxxxx-Xxxxx Squibb or its
affiliates (including but not limited to Zimmer). You understand and agree that
a breach by you of this paragraph would be a material breach of your obligations
under this letter agreement, and that, if any amounts have been provided to you
under the terms of this letter agreement prior to any such breach, in addition
to any other remedy that may be available to Xxxxxxx-Xxxxx Squibb in law or at
equity, upon demand, you will promptly return all such amounts to Xxxxxxx-Xxxxx
Squibb or Zimmer as appropriate.
13. NOT AN EMPLOYMENT AGREEMENT. The terms of this letter agreement neither bind
you to continued employment with Xxxxxxx-Xxxxx Squibb, Zimmer, their affiliates
or any successor thereto, nor confer any rights upon you with respect to the
continuation of employment by Xxxxxxx-Xxxxx Squibb, Zimmer, their affiliates or
any successor thereto.
14. WITHHOLDING. It is understood and agreed that all amounts, payments or
benefits payable to you as described in this letter agreement (except as
otherwise provided in Section 8D of this letter agreement) represent gross
amounts (as opposed to net after-tax amounts), and that Bristol-
X. Xxxxxxx Xxxxxxx
February 21, 2001
Page 10
Xxxxx Squibb, Zimmer or its affiliates or agents are hereby authorized to
withhold any and all applicable withholdings and taxes from any such amounts,
payments or benefits.
15. EXCLUSIVE RETENTION AND SEVERANCE BENEFIT. In the event that any or all
other employees of Xxxxxx receive or are offered either a retention or similar
bonus payable upon or in connection with the IPO or the Spin-Off (a "Retention
Bonus"), or an enhanced severance benefit payable upon or in connection with the
IPO or the Spin-Off, you understand and agree that you will not be eligible to
receive such Retention Bonus or enhanced severance benefit, except as explicitly
set forth in this letter agreement.
16. RETURN OF COMPANY PROPERTY AND USE OF COMPANY PERQUISITES. In the event of
your separation from Xxxxxxx-Xxxxx Squibb, Zimmer or their affiliates (whether
prior to or in connection with the IPO or Spin-Off), you agree to return all
property belonging to Xxxxxxx-Xxxxx Squibb, Zimmer or their affiliates
(including but not limited to any company laptop or computers, and other
equipment, documents and property belonging to Xxxxxxx-Xxxxx Squibb, Zimmer or
their affiliates) upon such separation (in accordance with the normal practice
relating thereto); provided, however, at Xxxxxx'x discretion you may continue to
retain use of your employer-provided automobile, and, if applicable, may
continue to use the employer-provided financial counseling, tax preparation
assistance, and club membership.
17. GOVERNING LAW; JURISDICTION. This letter agreement will be governed by and
construed under the laws of the State of New York, without regard to its
principles of conflict of laws. You and Xxxxxxx-Xxxxx Squibb agree to submit to
the jurisdiction of the courts of the state of New York in the event of any
dispute regarding this letter agreement.
Please acknowledge your understanding of and agreement to the provisions of this
letter agreement by signing and returning a copy of this letter to me by March
9, 2001.
Very truly yours,
Xxxxxx X. Xxxxxxxx
Senior Vice President
Corporate Development
Xxxxxxx-Xxxxx Squibb Company
X. Xxxxxxx Xxxxxxx
February 21, 2001
Page 11
X. Xxxxxxx Xxxxxxx
President, Zimmer
Xxxxxx, Inc.
AGREED TO AND ACCEPTED:
___________________________________
DATE: ____________________________
