SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Shire plc – ‘10-K’ for 12/31/17 – ‘EX-10.23’

On:  Friday, 2/16/18, at 6:16pm ET   ·   As of:  2/20/18   ·   For:  12/31/17   ·   Accession #:  936402-18-7   ·   File #:  1-37896

Previous ‘10-K’:  ‘10-K’ on 2/22/17 for 12/31/16   ·   Latest ‘10-K’:  This Filing

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/20/18  Shire plc                         10-K       12/31/17  168:31M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.74M 
 2: EX-10.22    Material Contract                                   HTML     58K 
 3: EX-10.23    Material Contract                                   HTML     54K 
 4: EX-10.24    Material Contract                                   HTML    120K 
 5: EX-21       Subsidiaries List                                   HTML     88K 
 6: EX-23.1     Consent of Experts or Counsel                       HTML     44K 
 7: EX-23.2     Consent of Experts or Counsel                       HTML     44K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     50K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     49K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     45K 
17: R1          Document and Entity Information                     HTML     72K 
18: R2          Consolidated Balance Sheets                         HTML    132K 
19: R3          Consolidated Balance Sheets (Parenthetical)         HTML     54K 
20: R4          Consolidated Statements of Operations               HTML    143K 
21: R5          Consolidated Statements of Comprehensive Income     HTML     85K 
22: R6          Consolidated Statements of Comprehensive Income     HTML     52K 
                (Parenthetical)                                                  
23: R7          Consolidated Statement of Changes in Equity         HTML    111K 
24: R8          Consolidated Statement of Changes in Equity         HTML     52K 
                (Parenthetical)                                                  
25: R9          Consolidated Statements of Cash Flows               HTML    144K 
26: R10         Description of Operations                           HTML     47K 
27: R11         Summary of Significant Accounting Policies          HTML    168K 
28: R12         Business Combinations                               HTML    181K 
29: R13         Collaborative and Other Licensing Arrangements      HTML     62K 
30: R14         Integration and Acquisition Costs                   HTML     71K 
31: R15         Reorganization Costs                                HTML     49K 
32: R16         Results of Discontinued Operations                  HTML     51K 
33: R17         Accounts Receivable, Net                            HTML     61K 
34: R18         Inventories                                         HTML     53K 
35: R19         Prepaid Expenses and Other Current Assets           HTML     55K 
36: R20         Property, Plant and Equipment, Net                  HTML     61K 
37: R21         Intangible Assets                                   HTML     94K 
38: R22         Goodwill                                            HTML     53K 
39: R23         Fair Value Measurement                              HTML    179K 
40: R24         Financial Instruments                               HTML    141K 
41: R25         Accounts Payable and Accrued Expenses               HTML     56K 
42: R26         Borrowings and Capital Leases                       HTML    128K 
43: R27         Other Current Liabilities                           HTML     55K 
44: R28         Retirement and Other Benefit Programs               HTML    531K 
45: R29         Accumulated Other Comprehensive Income/(Loss)       HTML    130K 
46: R30         Taxation                                            HTML    226K 
47: R31         Earnings Per Share                                  HTML     90K 
48: R32         Share-based Compensation Plans                      HTML    181K 
49: R33         Commitments and Contingencies                       HTML     65K 
50: R34         Legal and Other Proceedings                         HTML     67K 
51: R35         Shareholders' Equity                                HTML     58K 
52: R36         Segment Reporting                                   HTML    158K 
53: R37         Agreements and Transactions                         HTML     55K 
54: R38         Subsequent Events                                   HTML     47K 
55: R39         Guarantor Financial Information                     HTML   1.06M 
56: R40         Quarterly Results of Operations (Unaudited)         HTML    124K 
57: R41         Schedule II - Valuation and Qualifying Accounts     HTML    106K 
58: R42         Notes to the New Shire Income Access Share Trust    HTML     57K 
                Financial Statements                                             
59: R43         Summary of Significant Accounting Policies          HTML    257K 
                (Policies)                                                       
60: R44         Summary of Significant Accounting Policies          HTML     61K 
                (Tables)                                                         
61: R45         Business Combinations (Tables)                      HTML    150K 
62: R46         Integration and Acquisition Costs (Tables)          HTML     64K 
63: R47         Accounts Receivable, Net (Tables)                   HTML     55K 
64: R48         Inventories (Tables)                                HTML     53K 
65: R49         Prepaid Expenses and Other Current Assets (Tables)  HTML     55K 
66: R50         Property, Plant and Equipment, Net (Tables)         HTML     61K 
67: R51         Intangible Assets (Tables)                          HTML     94K 
68: R52         Goodwill (Tables)                                   HTML     52K 
69: R53         Fair Value Measurement (Tables)                     HTML    174K 
70: R54         Financial Instruments (Tables)                      HTML    134K 
71: R55         Accounts Payable and Accrued Expenses (Tables)      HTML     56K 
72: R56         Borrowings and Capital Leases (Tables)              HTML    118K 
73: R57         Other Current Liabilities (Tables)                  HTML     54K 
74: R58         Retirement and Other Benefit Programs (Tables)      HTML    519K 
75: R59         Accumulated Other Comprehensive Income/(Loss)       HTML    129K 
                (Tables)                                                         
76: R60         Taxation Taxation (Tables)                          HTML    221K 
77: R61         Earnings Per Share (Tables)                         HTML     91K 
78: R62         Share-based Compensation Plans (Tables)             HTML    158K 
79: R63         Commitments and Contingencies (Tables)              HTML     51K 
80: R64         Segment Reporting (Tables)                          HTML    164K 
81: R65         Guarantor Financial Information (Tables)            HTML    947K 
82: R66         Quarterly Results of Operations (Unaudited)         HTML    124K 
                (Tables)                                                         
83: R67         Summary of Significant Accounting Policies          HTML     79K 
                (Narrative) (Details)                                            
84: R68         Summary of Significant Accounting Policies (Useful  HTML     55K 
                Lives of Property, Plant and Equipment) (Details)                
85: R69         Business Combinations (Acquisition of Baxalta)      HTML    117K 
                (Narrative) (Details)                                            
86: R70         Business Combinations (Baxalta Purchase Price       HTML     57K 
                Consideration) (Details)                                         
87: R71         Business Combinations (Baxalta Assets Acquired and  HTML    136K 
                Liabilities Assumed) (Details)                                   
88: R72         Business Combinations (Baxalta Pro Forma            HTML     62K 
                Information) (Details)                                           
89: R73         Business Combinations (Acquisition of Dyax)         HTML    107K 
                (Narrative) (Details)                                            
90: R74         Business Combinations (Dyax Assets Acquired and     HTML    102K 
                Liabilities Assumed) (Details)                                   
91: R75         Business Combinations (Dyax Pro Forma Information)  HTML     58K 
                (Details)                                                        
92: R76         Collaborative and Other Licensing Arrangements      HTML     65K 
                (Narrative) (Details)                                            
93: R77         Integration and Acquisition Costs (Narrative)       HTML     76K 
                (Details)                                                        
94: R78         Integration and Acquisition Costs (Summary of       HTML     56K 
                Employee Termination Related Reserve and Other)                  
                (Details)                                                        
95: R79         Reorganization Costs (Narrative) (Details)          HTML     51K 
96: R80         Results of Discontinued Operations (Narrative)      HTML     70K 
                (Details)                                                        
97: R81         Accounts Receivable, Net (Narrative) (Details)      HTML     50K 
98: R82         Accounts Receivable, Net (Summary of Reserve for    HTML     53K 
                Discounts and Allowances) (Details)                              
99: R83         Inventories (Summary of Inventories) (Details)      HTML     54K 
100: R84         Prepaid Expenses and Other Current Assets           HTML     56K  
                (Details)                                                        
101: R85         Property, Plant and Equipment, Net (Summary of      HTML     61K  
                Property, Plant and Equipment) (Details)                         
102: R86         Property, Plant and Equipment, Net (Narrative)      HTML     62K  
                (Details)                                                        
103: R87         Intangible Assets (Summary of Intangible Assets)    HTML     59K  
                (Details)                                                        
104: R88         Intangible Assets (Roll Forward) (Details)          HTML     56K  
105: R89         Intangible Assets (Narrative) (Details)             HTML     60K  
106: R90         Intangible Assets (Future Amortization Expense)     HTML     54K  
                (Details)                                                        
107: R91         Goodwill (Rollforward of Goodwill) (Details)        HTML     51K  
108: R92         Fair Value Measurement (Assets and Liabilities      HTML     83K  
                Measured on a Recurring Basis) (Details)                         
109: R93         Fair Value Measurement (Assets and Liabilities      HTML     54K  
                Measure at Fair Value on Recurring Basis using                   
                Level 3 Inputs) (Details)                                        
110: R94         Fair Value Measurement (Qualitative Information     HTML     76K  
                About Liabilities Measured at Fair Value on                      
                Recurring Basis Using Level 3 Inputs) (Details)                  
111: R95         Fair Value Measurement (Financial Assets and        HTML     61K  
                Liabilities Not Measured on a Recurring Basis)                   
                (Details)                                                        
112: R96         Fair Value Measurement (Narrative) (Details)        HTML     58K  
113: R97         Financial Instruments (Summary of Derivative        HTML     59K  
                Instruments) (Details)                                           
114: R98         Financial Instruments (Narrative) (Details)         HTML     58K  
115: R99         Financial Instruments (Derivative Income Statement  HTML     65K  
                Location, Gains & Losses) (Details)                              
116: R100        Financial Instruments (Foreign Exchange Risk and    HTML     84K  
                Its Classification on Balance Sheet) (Details)                   
117: R101        Accounts Payable and Accrued Expenses (Details)     HTML     55K  
118: R102        Borrowings and Capital Leases (Short-term           HTML     61K  
                Borrowings) (Details)                                            
119: R103        Borrowings and Capital Leases (Long-term            HTML     66K  
                Borrowings) (Details)                                            
120: R104        Borrowings and Capital Leases (Maturities)          HTML     68K  
                (Details)                                                        
121: R105        Borrowings and Capital Leases (Senior Notes Issued  HTML     68K  
                by SAIIDAC) (Details)                                            
122: R106        Borrowings and Capital Leases (Senior Notes         HTML     77K  
                Related to Baxalta Acquisition) (Details)                        
123: R107        Borrowings and Capital Leases (Narrative)           HTML     88K  
                (Details)                                                        
124: R108        Other Current Liabilities (Details)                 HTML     54K  
125: R109        Retirement and Other Benefit Programs (Change in    HTML    138K  
                Benefit Obligations and Fair Value of Plan Assets)               
                (Details)                                                        
126: R110        Retirement and Other Benefit Programs (Narrative)   HTML     83K  
                (Details)                                                        
127: R111        Retirement and Other Benefit Programs (Summary of   HTML     53K  
                Funded Status of Plan) (Details)                                 
128: R112        Retirement and Other Benefit Programs (Expected     HTML     66K  
                Net Pension and OPEB Plan Payments for the Next 10               
                Years) (Details)                                                 
129: R113        Retirement and Other Benefit Programs (Summary of   HTML     62K  
                Amounts Recorded in AOCI) (Details)                              
130: R114        Retirement and Other Benefit Programs (Summary of   HTML     65K  
                Net Periodic Benefit Cost) (Details)                             
131: R115        Retirement and Other Benefit Programs               HTML     75K  
                (Weighted-Average Assumptions Used for Benefit                   
                Obligation and Net Periodic Benefit Cost)                        
                (Details)                                                        
132: R116        Retirement and Other Benefit Programs (Fair Value   HTML    146K  
                Measurements of Plan Assets) (Details)                           
133: R117        Retirement and Other Benefit Programs (Funded and   HTML     66K  
                Unfunded Statuses of Plans) (Details)                            
134: R118        Accumulated Other Comprehensive Income/(Loss)       HTML     76K  
                (Summary of Changes in Accumulated Other                         
                Comprehensive Income/(Loss)) (Details)                           
135: R119        Accumulated Other Comprehensive Income/(Loss)       HTML     90K  
                (Reclassifications from Accumulated Other                        
                Comprehensive Income) (Details)                                  
136: R120        Taxation (Narrative) (Details)                      HTML     86K  
137: R121        Taxation (Components of Pre-tax Income) (Details)   HTML     56K  
138: R122        Taxation (Pretax Income from Continuing Operations  HTML     79K  
                and Provision for Income Taxes) (Details)                        
139: R123        Taxation (Effective Income Tax Rate                 HTML    124K  
                Reconciliation, and Statutory Tax Rates) (Details)               
140: R124        Taxation (Rollforward of Unrecognized Tax           HTML     71K  
                Benefits) (Details)                                              
141: R125        Taxation (Deferred Tax Assets and Liabilities, and  HTML    101K  
                Valuation Allowances) (Details)                                  
142: R126        Taxation (Operating Loss and Tax Credit             HTML     72K  
                Carryforwards, and Their Expiration Dates)                       
                (Details)                                                        
143: R127        Earnings Per Share (Calculation of EPS) (Details)   HTML    100K  
144: R128        Earnings Per Share (Summary of Antidilutive         HTML     48K  
                Securities) (Details)                                            
145: R129        Share-based Compensation Plans (Share-based         HTML     63K  
                Compensation Expense) (Details)                                  
146: R130        Share-based Compensation Plans (Narrative)          HTML    174K  
                (Details)                                                        
147: R131        Share-based Compensation Plans (Summary of Awards   HTML     85K  
                Outstanding and Vesting Schedules) (Details)                     
148: R132        Share-based Compensation Plans (Stock Options and   HTML    107K  
                SARs) (Details)                                                  
149: R133        Share-based Compensation Plans (Performance Share   HTML     74K  
                Awards) (Details)                                                
150: R134        Share-based Compensation Plans (Fair Value          HTML     62K  
                Assumptions) (Details)                                           
151: R135        Commitments and Contingencies (Future Minimum       HTML     62K  
                Lease Payments) (Details)                                        
152: R136        Commitments and Contingencies (Narrative)           HTML     63K  
                (Details)                                                        
153: R137        Legal and Other Proceedings (Narrative) (Details)   HTML     45K  
154: R138        Shareholders' Equity (Narrative) (Details)          HTML     69K  
155: R139        Segment Reporting (Narrative) (Details)             HTML     46K  
156: R140        Segment Reporting (Revenues and Long-lived Assets   HTML     64K  
                by Geographic Location) (Details)                                
157: R141        Segment Reporting (Revenues and Accounts            HTML     65K  
                Receivable by Major Customers) (Details)                         
158: R142        Segment Reporting (Revenue by Product) (Details)    HTML    132K  
159: R143        Agreements and Transactions with Baxter             HTML     68K  
                (Narrative) (Detail)                                             
160: R144        Guarantor Financial Information (Senior Notes)      HTML     67K  
                (Details)                                                        
161: R145        Guarantor Financial Information (Consolidating      HTML    206K  
                Balance Sheets) (Details)                                        
162: R146        Guarantor Financial Information (Consolidating      HTML    218K  
                Statements of Income) (Details)                                  
163: R147        Guarantor Financial Information (Condensed          HTML    160K  
                Consolidating Statement of Cash Flows) (Details)                 
164: R148        Schedule II - Valuation and Qualifying Accounts     HTML     67K  
                (Details)                                                        
165: R149        Quarterly Results of Operations (Unaudited)         HTML     93K  
                (Details)                                                        
167: XML         IDEA XML File -- Filing Summary                      XML    308K  
166: EXCEL       IDEA Workbook of Financial Reports                  XLSX    236K  
11: EX-101.INS  XBRL Instance -- shpgf-20171231                      XML  10.49M 
13: EX-101.CAL  XBRL Calculations -- shpgf-20171231_cal              XML    470K 
14: EX-101.DEF  XBRL Definitions -- shpgf-20171231_def               XML   2.08M 
15: EX-101.LAB  XBRL Labels -- shpgf-20171231_lab                    XML   3.49M 
16: EX-101.PRE  XBRL Presentations -- shpgf-20171231_pre             XML   2.56M 
12: EX-101.SCH  XBRL Schema -- shpgf-20171231                        XSD    363K 
168: ZIP         XBRL Zipped Folder -- 0000936402-18-000007-xbrl      Zip    685K  


‘EX-10.23’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  
Exhibit 10.23


Shire International GmbH
Zählerweg 10
CH-6300, Zug
Switzerland
Tel: +41 (0) 41 288 40 00
Fax: +41 (0) 41 288 40 05
shire.com


19 November 2017
CONFIDENTIAL
Thomas Dittrich




Dear Thomas,

I am delighted to offer you a position with Shire International GmbH (the Company) on the following terms.
Position
You will be employed by the Company as the Chief Financial Officer, reporting to me. Your place of work will be at the Company’s offices located in Zug, Switzerland. However, you may be required to relocate permanently to work in the United States and, if requested by Shire, you agree to relocate by but not before 1 August 2019, (unless your right to work in the United States is delayed due to circumstances beyond your control) and enter into a US contract with Shire.
You will be required in the performance of your duties to travel to such places in Switzerland or abroad, including the United States, as business may require.
Remuneration policy
As a director of Shire plc, all the remuneration terms of your contract, are subject to the terms of the directors’ remuneration policy of Shire plc and no payment may be made or benefit awarded to you which is not permitted by the directors’ remuneration policy in force at the relevant time. We enclose a copy of Shire plc’s current directors’ remuneration policy as at the date of this letter.
Base Salary
Your annual base salary will be CHF 750,000. Your base salary is inclusive of any directors’ fees and will be subject to applicable tax withholdings and other payroll deductions. Your base salary will be reviewed annually. All amounts in this letter are denominated in Swiss francs.




Exhibit 10.23


Annual Incentive Plan
Subject to the terms of Shire’s annual incentive plan in effect from time to time (“Incentive Plan”), you will be eligible to earn a target incentive award of 80% of your base salary during the applicable period. Any additional bonus (either annual or for any other period) shall be at the sole discretion of the Company and subject to a maximum of 160% of your base salary. Payments under the Incentive Plan are delivered in a combination of cash (75%) and restricted stock units (25%) which will vest on the third anniversary of the date of grant.

Generally, with respect to any plan year, eligible employees starting on or before the first Monday in October of such plan year are eligible to participate in the Incentive Plan with respect to such plan year, provided that any bonus earned will be prorated based upon their date of hire. 
You will be eligible to earn a pro-rated incentive award under the Incentive Plan as described above in respect of 2018.
Annual Equity Award

Subject to the terms of Shire’s long-term incentive plan in effect from time to time, you may be eligible to receive an equity grant each year. The intention is that the expected value of your annual equity grant would be within a range of 250% of base salary. The actual award amounts under this program are based on position level, geography, individual employee performance and business need. All decisions regarding awards, including whether an award is granted, and the amount, structure, form and timing of any award shall lie within Shire’s sole discretion. The award will normally vest after three years, subject to continued employment and the achievement of performance conditions. There will also be an additional two year holding period post vesting.
Awards are typically made in the first quarter of each year in conjunction with Shire’s annual performance review process for the previous fiscal year. If your employment commences prior to 1 May 2018, your 2018 grant will be made following approval of the new Remuneration Policy at the April annual general shareholder meeting with the grant date on or around 1 May 2018 (in conjunction with other executive officers). If your employment commences after 30 April 2018, your 2018 grant will be made as soon as is practicably possible following your start date. Under that policy 100% of the awards will be made in the form of Performance Share Units. In the unlikely event that the new policy is not approved by shareholders, grants will be made under the existing policy and will take the form of a mixture of Performance Share Units and Stock Appreciation Rights.
Buy-out awards
You will be compensated for the incentive awards forfeited on leaving your current employer. Details are set out in the attached letter.
Shareholding guidelines
Consistent with best practice, Shire operates shareholding guidelines for executive directors. Under the new Remuneration Policy, the proposed guideline for the CFO role is 300% of base salary which must be achieved over a five year time period. A copy of the guidelines will be provided to you upon joining.
Car Allowance
You will be eligible to receive a car allowance in the amount of CHF 14,400 (gross) per annum. The car allowance is paid with your monthly paycheck.




Exhibit 10.23


Pension Benefits
You will be eligible for employer-paid contributions to Shire’s Swiss pension plan. A summary of benefits is available in the Shire Benefits Brochure and further detailed in the official plan rules from time to time.

General Benefits
You will also be eligible to participate in Shire's employee benefit programs in accordance with the terms and conditions of each plan, as may be amended by Shire from time to time, at Shire's discretion. Benefits currently include, but are not limited to, accident and sick-pay insurances. You will also be provided with a monthly allowance in order to purchase private medical insurance.
You will be entitled to 25 days paid holiday each calendar year (in addition to statutory and customary holidays recognised by the Company), pro-rated in your first and last years of employment.
As an executive director, you will be indemnified under the terms of Shire’s standard deed of indemnity, a copy of which will be provided to you.
Other Important Items
This offer assumes a mutually agreed upon start date which shall be no later than 1 June 2018, but which both parties will work to come to a mutually agreeable start date that is as soon as reasonably possible upon your departure from Sulzer. In the event that your employment does not commence by 1 June 2018, this offer of employment will be revoked automatically and without further notice.
Your employment with the Company will be governed by the terms of the enclosed employment agreement, which you are required to execute prior to commencing employment. The terms of this offer letter are qualified in their entirety by the terms of such employment agreement, and in the event of a conflict between the terms of this offer letter and the terms of such employment agreement, the terms of such employment agreement will control.
You represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing you from entering into employment with or carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this letter.
Please confirm your acceptance of this offer by signing and returning all required documents to Joanne Cordeiro, Head of Human Resources. Your employment with the Company is contingent upon you agreeing to and signing the document and upon receipt of satisfactory employment references and verification of background information. Please note should any of these prove to be unsatisfactory, we reserve the right to withdraw your offer of employment, or terminate employment if this has already commenced.
Thomas, I am pleased to have you join Shire at this exciting time for us. Your knowledge, experience and dedication will be an asset to our business and to our people. I look forward to working with you.
Regards,
/s/ Dr. Flemming Ornskov

Flemming Ornskov, MD
Chief Executive Officer, Shire plc
I accept the offer of employment set forth above.




Exhibit 10.23


/s/ Thomas Dittrich            
Thomas Dittrich


Date:                     



Top
Filing Submission 0000936402-18-000007   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Tue., Apr. 30, 3:18:53.1pm ET