Hey all, I was going through the SEC filings to figure out where in the severance agreement it stated BMY could reduce equity after 1 year and make Celgene employees ineligible for "Good Reason" severance. Or where it states after 24 months they can change bonuses and salary without qualifying employees for Good Reason severance. I have not seen anything that amends this paragraph. in any SEC filing. “ Good Reason ” means, for an Eligible Employee, the occurrence of any of the following events, unless the Eligible Employee has consented thereto: (i)a material reduction in the Eligible Employee’s (1) annual base salary or (2) target annual cash incentive compensation opportunity and target annual equity incentive compensation opportunity, in the aggregate; (ii) a material diminution in the Eligible Employee’s duties and responsibilities (other than temporarily while the Eligible Employee is physically or mentally incapacitated or as required by applicable law); (iii) a material adverse change in the Eligible Employee’s reporting relationships; or (iv)a relocation of an Eligible Employee’s primary work location that results in an increase to the Eligible Employee’s one-way commute by 30 miles or more; I ask because in the company documents on the intranet it basically says you cant get the severance for A reduction in equity after 31DEC2020 or a reduction in annual pay or bonus after 31DEC2021. Just wondering if this would have to be spelled out in an SEC filing to be a legitimate thing. Since the acquisition agreement already states what "Good Cause" was. Thanks for the opinions.
