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Perrigo Co. plc – ‘10-K’ for 12/31/22 – ‘EX-10.16’

On:  Tuesday, 2/28/23, at 3:28pm ET   ·   For:  12/31/22   ·   Accession #:  1585364-23-6   ·   File #:  1-36353

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

 2/28/23  Perrigo Co. plc                   10-K       12/31/22  149:25M

Annual Report   —   Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   4.41M 
 2: EX-10.13    Material Contract                                   HTML    310K 
 3: EX-10.16    Material Contract                                   HTML     63K 
 4: EX-21       Subsidiaries List                                   HTML     81K 
 5: EX-22       Published Report re: Matters Submitted to a Vote    HTML     68K 
                of Security Holders                                              
 6: EX-23       Consent of Expert or Counsel                        HTML     40K 
 7: EX-31       Certification -- §302 - SOA'02                      HTML     48K 
 8: EX-32       Certification -- §906 - SOA'02                      HTML     42K 
14: R1          Cover Page                                          HTML    120K 
15: R2          Audit Information                                   HTML     44K 
16: R3          Consolidated Statements of Operations               HTML    153K 
17: R4          Consolidated Balance Sheets                         HTML    180K 
18: R5          Consolidated Balance Sheets (Parenthetical)         HTML     53K 
19: R6          Consolidated Statements of Comprehensive Income     HTML     69K 
                (Loss)                                                           
20: R7          Consolidated Statements of Cash Flows               HTML    166K 
21: R8          Consolidated Statements of Shareholders' Equity     HTML     97K 
22: R9          Consolidated Statements of Shareholders' Equity     HTML     41K 
                (Parenthetical)                                                  
23: R10         Consolidated Statements of Comprehensive Income     HTML     41K 
                (Loss) (Parenthetical)                                           
24: R11         Summary of Significant Accounting Policies          HTML    112K 
25: R12         Revenue Recognition                                 HTML     96K 
26: R13         Acquisitions and Divestitures                       HTML    127K 
27: R14         Discontinued Operations                             HTML    110K 
28: R15         Inventories                                         HTML     47K 
29: R16         Investments                                         HTML     59K 
30: R17         Property, Plant, and Equipment, Net                 HTML     52K 
31: R18         Leases                                              HTML    242K 
32: R19         Goodwill and Intangible Assets                      HTML    100K 
33: R20         Fair Value Measurements                             HTML    132K 
34: R21         Derivative Instruments and Hedging Activities       HTML    225K 
35: R22         Indebtedness                                        HTML    100K 
36: R23         Post-Employment Plans                               HTML    213K 
37: R24         Earnings Per Share And Shareholder's Equity         HTML     67K 
38: R25         Share-Based Compensation Plans                      HTML    145K 
39: R26         Accumulated Other Comprehensive Income (Loss)       HTML     66K 
40: R27         Restructuring Charges                               HTML     61K 
41: R28         Income Taxes                                        HTML    163K 
42: R29         Commitments and Contingencies                       HTML     90K 
43: R30         Segment and Geographic Information                  HTML    129K 
44: R31         Summary of Significant Accounting Policies          HTML    146K 
                (Policies)                                                       
45: R32         Summary of Significant Accounting Policies          HTML     65K 
                (Tables)                                                         
46: R33         Revenue Recognition (Tables)                        HTML     93K 
47: R34         Acquisitions and Divestitures Acquisitions and      HTML     99K 
                Divestitures (Tables)                                            
48: R35         Discontinued Operations (Tables)                    HTML    109K 
49: R36         Inventories (Tables)                                HTML     48K 
50: R37         Investments (Tables)                                HTML     60K 
51: R38         Property, Plant, and Equipment, Net (Tables)        HTML     50K 
52: R39         Leases (Tables)                                     HTML    165K 
53: R40         Goodwill and Intangible Assets (Tables)             HTML    105K 
54: R41         Fair Value Measurements (Tables)                    HTML    121K 
55: R42         Derivative Instruments and Hedging Activities       HTML    223K 
                (Tables)                                                         
56: R43         Indebtedness (Tables)                               HTML     79K 
57: R44         Post-Employment Plans - (Tables)                    HTML    227K 
58: R45         Earnings Per Share And Shareholder's Equity         HTML     64K 
                (Tables)                                                         
59: R46         Share-Based Compensation Plans (Tables)             HTML    167K 
60: R47         Accumulated Other Comprehensive Income (Loss)       HTML     65K 
                (Tables)                                                         
61: R48         Restructuring Charges (Tables)                      HTML     58K 
62: R49         Income Taxes (Tables)                               HTML    140K 
63: R50         Segment and Geographic Information (Tables)         HTML    131K 
64: R51         Summary of Significant Accounting Policies          HTML     44K 
                (Details)                                                        
65: R52         Summary of Significant Accounting Policies -        HTML     51K 
                Allowance for Credit Losses (Details)                            
66: R53         Summary of Significant Accounting Policies -        HTML     45K 
                Advertising Costs (Details)                                      
67: R54         Revenue Recognition - Schedule of Revenue by        HTML     53K 
                Geographic Location (Details)                                    
68: R55         Revenue Recognition - Schedule of Revenue by        HTML     82K 
                Product (Details)                                                
69: R56         Revenue Recognition - Additional Information        HTML     46K 
                (Details)                                                        
70: R57         Revenue Recognition - Schedule of Contract          HTML     41K 
                Balances (Details)                                               
71: R58         Acquisitions and Divestitures - Narrative           HTML    170K 
                (Details)                                                        
72: R59         Acquisitions and Divestitures - Consideration Paid  HTML    113K 
                For HRA Pharma (Details)                                         
73: R60         Acquisitions and Divestitures - Consideration Paid  HTML     57K 
                and Provisional Amounts of the Assets Acquired                   
                (Details)                                                        
74: R61         Acquisitions and Divestitures - Consideration Paid  HTML    114K 
                and Provisional Assets Acquired and Liabilities                  
                Assumed (Details)                                                
75: R62         Acquisitions and Divestitures - Pro Forma Impact    HTML     45K 
                of Ranir Acquisition (Details)                                   
76: R63         Acquisitions and Divestitures - Divestitures        HTML    111K 
                (Details)                                                        
77: R64         Discontinued Operations - Narrative (Details)       HTML     62K 
78: R65         Discontinued Operations - Summary of the Results    HTML     62K 
                of the TSA and Supply Agreements (Details)                       
79: R66         Discontinued Operations - Results of Discontinued   HTML     92K 
                Operations (Details)                                             
80: R67         Discontinued Operations - Cash Flow Information     HTML     63K 
                (Details)                                                        
81: R68         Discontinued Operations - Additional Cash Flow      HTML     48K 
                Information (Details)                                            
82: R69         Inventories (Details)                               HTML     47K 
83: R70         Investments (Details)                               HTML     56K 
84: R71         Property, Plant, and Equipment, Net - Schedule      HTML     62K 
                (Details)                                                        
85: R72         Property, Plant, and Equipment, Net - Narrative     HTML     48K 
                (Details)                                                        
86: R73         Leases - Narrative (Details)                        HTML     41K 
87: R74         Leases - Balance Sheet Location of Assets and       HTML     79K 
                Liabilities (Details)                                            
88: R75         Leases - Lease Expense (Details)                    HTML     49K 
89: R76         Leases - Annual Future Maturities of Leases         HTML     97K 
                (Details)                                                        
90: R77         Leases - Weighted Average Remaining Lease Terms     HTML     48K 
                and Discount Rates (Details)                                     
91: R78         Leases - Cash Flow Classifications (Details)        HTML     50K 
92: R79         Goodwill and Intangible Assets - Goodwill Roll      HTML     65K 
                Forward (Details)                                                
93: R80         Goodwill and Intangible Assets - Narrative          HTML     61K 
                (Details)                                                        
94: R81         Goodwill and Intangible Assets - Intangible Assets  HTML     66K 
                (Details)                                                        
95: R82         Goodwill and Intangible Assets - Intangible Asset   HTML     49K 
                Remaining Weighted-Average Useful Life (Details)                 
96: R83         Goodwill and Intangible Assets - Future             HTML     52K 
                Amortization Expense (Details)                                   
97: R84         Fair Value Measurements - Financial Instruments at  HTML    100K 
                Fair Value (Details)                                             
98: R85         Fair Value Measurements - Additional Information    HTML     52K 
                (Details)                                                        
99: R86         Fair Value Measurements - Fair Value of Debt        HTML     56K 
                (Details)                                                        
100: R87         Derivative Instruments and Hedging Activities -     HTML     91K  
                Additional Information (Details)                                 
101: R88         Derivative Instruments and Hedging Activities -     HTML     70K  
                Foreign Currency Forward Contracts (Details)                     
102: R89         Derivative Instruments and Hedging Activities -     HTML     67K  
                Balance Sheet (Details)                                          
103: R90         Derivative Instruments and Hedging Activities -     HTML     54K  
                Non-Designated Derivatives (Details)                             
104: R91         Derivative Instruments and Hedging Activities -     HTML     99K  
                Amount of Gain (Loss) Recorded in OCI/Reclassified               
                from AOCI into Earnings (Effective Portion)                      
                (Details)                                                        
105: R92         Derivative Instruments and Hedging Activities -     HTML     83K  
                Classification of Gain (Loss) of Cash Flow and                   
                Fair Value Hedging Relationships (Details)                       
106: R93         Indebtedness - Borrowings Outstanding (Details)     HTML     92K  
107: R94         Indebtedness - Additional Information (Details)     HTML    246K  
108: R95         Indebtedness - Future Maturities (Details)          HTML     56K  
109: R96         Post-Employment Plans - Additional Information      HTML     79K  
                (Details)                                                        
110: R97         Post-Employment Plans - Contributions to the plans  HTML     41K  
                (Details)                                                        
111: R98         Post-Employment Plans - Projected Benefit           HTML    116K  
                Obligation (Details)                                             
112: R99         Post-Employment Plans - Accumulated benefit         HTML     52K  
                obligation and projected benefit obligation in                   
                excess of plan assets (Details)                                  
113: R100        Post-Employment Plans - Schedule of Amounts         HTML     45K  
                Recognized in Other Comprehensive Income (Loss)                  
                (Details)                                                        
114: R101        Post-Employment Plans - Schedule of Defined         HTML     42K  
                Benefit Plan Amounts Recognized in Accumulated                   
                Other Comprehensive Income (Loss) (Details)                      
115: R102        Post-Employment Plans - Expected Future Minimum     HTML     57K  
                Benefit Payment (Details)                                        
116: R103        Post-Employment Plans - Net periodic pension cost   HTML     70K  
                (Details)                                                        
117: R104        Post-Employment Plans - Weighted Average            HTML     53K  
                Assumptions (Details)                                            
118: R105        Post-Employment Plans - Expected Long-term Rate of  HTML     56K  
                Return (Details)                                                 
119: R106        Post-Employment Plans - Target Asset Allocation     HTML     52K  
                Ranges (Details)                                                 
120: R107        Post-Employment Plans - Fair Value of Pension Plan  HTML     79K  
                Assets (Details)                                                 
121: R108        Post-Employment Plans - Changes in Fair Value of    HTML     53K  
                Level 3 Pension Plan Assets (Details)                            
122: R109        Earnings Per Share And Shareholder's Equity -       HTML     70K  
                Earnings Per Share (Details)                                     
123: R110        Earnings Per Share And Shareholder's Equity -       HTML     43K  
                Schedule of Dividends (Details)                                  
124: R111        Earnings Per Share And Shareholder's Equity         HTML     53K  
                (Details)                                                        
125: R112        Share-Based Compensation Plans - Additional         HTML     66K  
                Information (Details)                                            
126: R113        Share-Based Compensation Plans - Share-based        HTML     41K  
                Compensation Expense (Details)                                   
127: R114        Share-Based Compensation Plans - Stock Option       HTML     80K  
                Activity (Details)                                               
128: R115        Share-Based Compensation Plans - Restricted Stock   HTML     78K  
                Unit Activity (Details)                                          
129: R116        Share-Based Compensation Plans - RTSR fair value    HTML     50K  
                assumptions (Details)                                            
130: R117        Share-Based Compensation Plans - Relative Total     HTML     66K  
                Shareholder Return Performance Unit Activity                     
                (Details)                                                        
131: R118        Accumulated Other Comprehensive Income (Loss)       HTML     67K  
                (Details)                                                        
132: R119        Restructuring Charges (Details)                     HTML     63K  
133: R120        Income Taxes - Pre-tax Income and the Provision     HTML     75K  
                for Income Taxes (Details)                                       
134: R121        Income Taxes - Effective Income Tax Rate (Details)  HTML     70K  
135: R122        Income Taxes - Narrative (Details)                  HTML    162K  
136: R123        Income Taxes - Net Deferred Income Tax Asset        HTML     79K  
                (Liability) (Details)                                            
137: R124        Income Taxes - Change in Valuation Allowance        HTML     51K  
                (Details)                                                        
138: R125        Income Taxes - Uncertain Tax Positions (Details)    HTML     55K  
139: R126        Commitments and Contingencies - Commitments         HTML     40K  
                Narrative (Details)                                              
140: R127        Commitments and Contingencies - Price Fixing        HTML     53K  
                Lawsuits (Details)                                               
141: R128        Commitments and Contingencies - Securities          HTML     55K  
                Litigation (Details)                                             
142: R129        Commitments and Contingencies - Other Matters       HTML     62K  
                (Details)                                                        
143: R130        Segment and Geographic Information (Details)        HTML    108K  
144: R9999       Uncategorized Items - prgo-20221231.htm             HTML     40K  
147: XML         IDEA XML File -- Filing Summary                      XML    281K  
145: XML         XBRL Instance -- prgo-20221231_htm                   XML   6.28M  
146: EXCEL       IDEA Workbook of Financial Reports                  XLSX    348K  
10: EX-101.CAL  XBRL Calculations -- prgo-20221231_cal               XML    431K 
11: EX-101.DEF  XBRL Definitions -- prgo-20221231_def                XML   1.69M 
12: EX-101.LAB  XBRL Labels -- prgo-20221231_lab                     XML   3.51M 
13: EX-101.PRE  XBRL Presentations -- prgo-20221231_pre              XML   2.36M 
 9: EX-101.SCH  XBRL Schema -- prgo-20221231                         XSD    384K 
148: JSON        XBRL Instance as JSON Data -- MetaLinks              824±  1.32M  
149: ZIP         XBRL Zipped Folder -- 0001585364-23-000006-xbrl      Zip   1.12M  


‘EX-10.16’   —   Material Contract


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



 C: 
  irishseveranceprogrammea  
THE PERRIGO EMPLOYEE SEVERANCE PROGRAMME IRELAND


 
SECTION 1 INTRODUCTION SECTION 2 TERMS OF SEVERANCE PROGRAMME SECTION 3 WHAT HAPPENS TO ALL BENEFITS SECTION 4 REDUNDANCY TAXATION SECTION 5 SOCIAL WELFARE ENTITLEMENTS SECTION 6 OTHER INFORMATION/ADVICE SECTION 7 PRACTICAL “TO DO” LIST UPON LEAVING PERRIGO SECTION 8 USEFUL FUTURE CONTACT DETAILS IMPORTANT NOTICES 1. The information in this Booklet, and indeed any individual advice that you may receive from the Company (or the advisors it retained at a later stage), is based on the Company’s understanding of current legislation, particularly in the tax, pension and social welfare areas. It will, of course, be up to the relevant authorities to determine your exact tax position and your Social Welfare entitlements. Pension benefits will be determined in accordance with and subject to the relevant pension deeds and rules as well as Revenue limits. You should take appropriate advice on the information contained in the Booklet. 2. This Severance Programme contains the entire terms of severance for employees of Perrigo and all previous programmes, plans, agreements, understandings, assurances, statements, promises, warranties, representations (whether written or oral) provided by Elan or Perrigo are superseded by this Severance Programme. 1


 
2 1. INTRODUCTION The Severance Programme commenced on 18 December 2013 for a period of three years to 18 December 2016. On 8 November 2016 the Severance Programme was approved for a further period of three years and terminated on 18 December 2019. On 10 November 2019 the Severance Programme was amended and approved for a further period of three years and terminated on 1 November 2022. On 1 November 2022 the Severance Programme was amended and approved for a further period of three years and will terminate on 1 November 2025. The Severance Programme will apply where you are 1. made redundant; or 2. terminated without cause; or 3. relocated from your existing place of work; or 4. subject to a material diminution of your authority, duties or responsibilities; or 5. subject to a material diminution in your base salary, or incentive compensation opportunities. The Severance Programme outlines: • the financial terms and conditions of the Programme; • details of how it will operate in practice, and • the support services made available to you. The Company will engage the services of specialist advisors who will be able to provide additional guidance in the areas of: • Your estimated tax position; • Your pension entitlements; and • Outplacement service for career planning and guidance. Throughout this process, all information will be treated in confidence. The Company encourages you to make full use of the services provided to help you effectively prepare for your future.


 
3 2. TERMS OF SEVERANCE PROGRAMME 2.1 Statutory Redundancy Employees with 104 weeks or more weeks’ continuous service with the Company are eligible for a statutory redundancy payment. Statutory Redundancy is calculated on the basis of: - a. Two weeks pay for each year of service plus b. One week’s additional pay. Statutory Redundancy is calculated by reference to your continuous years of service and is based on your actual gross weekly wage at the date of your notification of redundancy. There is a statutory ceiling of €600 per week; any excess of this limit is not included in the calculation of your statutory redundancy payment – e.g. if an employee’s basic pay is €650 per week the €600 amount is used. Statutory Payment is based on years of reckonable service. If the total amount of reckonable service is not an exact number of years, the “excess” days are credited as a proportion of a year. Reckonable service includes the following: ❖ All or part of a week an employee is at work ❖ Period of up to 52 consecutive weeks absence due to occupational injury ❖ Period of up to 26 weeks due to illness or non occupational injury ❖ Any authorised absences by the employer which includes holidays, compassionate leave, career break or short-time ❖ Any periods whilst an employee is on protected leave – including maternity, additional maternity leave, parental leave, carer’s leave and adoptive leave. Service Eligible Pay Terms


 
4 2.2 Discretionary Ex-Gratia Payment Perrigo provides an enhanced severance payment over & above the statutory entitlement as set out below for all employees through Band B: Each affected employee with 2 or more year’s continuous reckonable service will receive 6 WEEKS PAY PER EACH YEAR OF SERVICE (exclusive of Statutory) plus 1 additional week. Employees with 1.5 years of continuous reckonable service but less than 2 years of continuous reckonable service the ex-gratia payment will receive 12 weeks pay plus 1 additional week. Employees with less than 1.5 years of continuous reckonable service will receive 8 weeks pay plus 1 additional week. The maximum ex-gratia payment will be 79 weeks of pay i.e. 78 weeks plus 1 additional week. The Discretionary Ex-Gratia lump sum will be based on your actual gross weekly wage at the date of your notification of redundancy. Calculation of ex-gratia payments does not include potential amounts available under any discretionary Company bonus programme (‘bonuses’), fixed allowances or amounts ‘in lieu of benefits’ such as Company cars. The cap of €600 per week does not apply in respect of the Company’s additional Ex-Gratia payment. The Discretionary Ex-Gratia Payment is based on years of reckonable service. If the total amount of reckonable service is not an exact number of years, part-years of 6 months or more will count as an additional year (e.g. 5 years & 7 months service will be rounded to 6 years) “ Service Eligible Pay Terms


 
5 The Discretionary Ex-Gratia Terms for Employees at Band A (Vice President) level and above, which are not in addition to the Band B and below Ex-Gratia payment, are as follows: The Discretionary Ex-Gratia lump sum will be based on your actual gross weekly wage at the date of your notification of redundancy. Calculation of ex-gratia payments does not include fixed allowances or amounts ‘in lieu of benefits’ such as Company cars. The cap of €600 per week does not apply in respect of the Company’s additional Ex-Gratia payment. The Discretionary Ex-Gratia Payment is based on years of reckonable service. If the total amount of reckonable service is not an exact number of years, part-years of 6 months or more will count as an additional year (e.g. 5 years & 7 months service will be rounded to 6 years Conditions of Receipt of the Discretionary Ex-Gratia Payment. The Discretionary Ex-Gratia amount is subject to the employee’s co-operation being provided during their transition period and remaining with the Company until the termination date, agreed with the Company. This payment is discretionary on behalf of the Company and will be subject to and will only be paid on receipt of a Voluntary Settlement Agreement/ Termination Letter signed by the employee. The terms of this benefit are at all times at the sole discretion of the Company and may be subject to review and amendment at any time. If an employee elects not to sign the Voluntary Settlement Agreement/ Termination Letter the employee will receive their statutory entitlements only. Employment Classification Discretionary Ex-Gratia Terms for Bands A or higher Band A (VP) Seventy-eight (78) Weeks of Pay plus an amount equal to the Eligible Employee’s target annual bonus for the year in which the Severance date occurs. Band A (SVP) Two times (2x) the sum of (a) fifty-two weeks (52) Weeks of Pay (prior to any reduction due to a Significant reduction in Scope or Base Compensation, is applicable) and (b) the Eligible Employee’s target annual bonus for the year in which the Severance Date occurs. Furthermore, the Eligible Employee will be entitled to the benefits of the Excise Tax Gross-Up Payment, if applicable. EVP Two and one half times (2.5x) the sum of (a) fifty-two weeks (52) Weeks of Pay (prior to any reduction due to a Significant reduction in Scope or Base Compensation, if applicable) and (b) the Eligible Employee’s target annual bonus for the year in which the Severance Date occurs. Eligible Pay Service


 
6 2.3 Notice Periods Your notice period is as stated in your individual contract of employment (e.g., a month for employee’s in Bands 1 to 3 or 3 months notice for employee’s at Associate Director or above). The Minimum Notice & Terms of Employment Act lays down statutory minimum periods of notice which are dependent on an employee’s length of service as follows: Length of Service Notice Period 13 weeks but less than 2 years 1 weeks notice 2 years but less than 5 years 2 weeks notice 5 years but less than 10 years 4 weeks notice 10 years but less than 15 years 6 weeks notice 15 years or more 8 weeks notice You will be entitled to receive the higher of the two notice periods. For example, if you have 2 month’s notice under your contract of employment but have 5 years service with the Company you will be entitled to the 2 month’s notice. Employees are expected to be available for and to work at a minimum 2 weeks of their notice period; however, the Company ultimately reserves the right to make payment in lieu of notice periods in full or part. Where an employee on their own request seeks an earlier release date and the Company agrees to facilitate this, no payments shall be made in lieu of notice period. When monies are paid in lieu of notice the date of termination for Statutory Redundancy purposes is the date in which the minimum notice (identified in the above table), had it been given, would have expired. Notice required under the Redundancy Acts may run concurrently with other notice requirements.


 
7 3. WHAT HAPPENS TO ALL BENEFITS The following list will advise eligible employees on how each Perrigo benefit will be treated. Please review the following details to ensure you fully understand the status of each benefit that may apply to you. Please Note: Where these benefits continue for a period of time after you have left Perrigo payroll due to being paid in lieu of notice – existing benefits will remain in place until your termination of employment. Pension (including AVCs) Employer contributions to your pension fund will be paid up until the termination of your employment. In addition, employee contributions will also continue to be deducted from your payroll up until your termination date. Upon termination Mercer will send you out a withdrawal statement to your home address within a couple of weeks. This statement will outline all pension options available to you. As your pension entitlement can impact your overall tax liability, with regard to any severance lump sum payment that you may receive, the Company will make arrangements for a representative of Mercer to be on site to provide you with information and advice on the options available to you. Prior to this meeting with Mercer, individual details will be submitted to Mercer to determine pension augmentation options and tax implications. Life Assurance You will continue to have Death in Service Benefit up until your termination date (inclusive of notice period). In addition, Perrigo has arranged to provide you with a special Death in Service Benefit for a period of 6 months from your termination date at the end which the extended cover will automatically lapse. This special Death in Service benefit cover will be based on your salary at the date of leaving and the level of cover will be four times your salary. Please note that where underwriting is in place and terms of cover are less than four times salary these terms will automatically be carried forward into this extended cover. Once the six-month extended cover has been reached you have the option to continue part or all of your death benefit under the scheme however a Statement of Health form and/or medical examination will be required. This option remains available to you for one month after your leaving date. If you wish to continue part or all of your cover after this date, please discuss this with Mercer directly and they can arrange to prepare a quotation for you. We strongly encourage you to ensure that alternative life cover is put in place before the extended period finishes. Disability Benefit/ Permanent Health Insurance You will have Disability Benefit cover up until your termination date (inclusive of notice period). After this period, your cover under the Perrigo plan will cease. Health Insurance Your current health insurance cover will remain in place up until your date of termination. If you are paying for your health insurance cover via payroll deduction, the cost of this cover up until your termination date will be deducted from your final payroll. In addition, any health insurance allowance being paid to you via payroll will cease as of your termination date. If you currently are not paying for health insurance cover via payroll deduction and instead are paying the health insurer directly please ensure that you submit a health insurance allowance claim form along with proof of payment immediately to HR or Payroll in order to claim for any health insurance allowance that may be due to you. This allowance would be processed in your final payroll (subject to applicable withholdings).


 
8 Upon termination of employment it will be your responsibility to pay your Health Insurance provider directly in order to maintain cover. If you are currently a member of the Perrigo Group Scheme with VHI and would like to transfer your healthcare cover to an individual membership from the date of leaving Perrigo please contact the following: • VHI Healthcare – Margaret Whelan adm.margaret.whelan@vhi. TaxSaverCommuter Where applicable, the total amount owing on the cost of your tax saver commuter ticket will be fully deducted from your final payroll cheque as the ticket cannot be cancelled. Please note that Annual Tickets are non transferable. Only the person named on the ticket may use it for travel. It cannot be resold or used by anyone else. Employee Assistance Program You will continue to have access to the Employee Assistance Program (Magellan) through the last day of the month of your termination date. Annual Leave You will be paid in lieu for any holidays that you have accrued or accrue during your employment up to the date of termination. These will be paid in your final payroll and taxed as normal. If you have taken more than your accrued entitlement, the excess will be deducted from your final payroll. Employee Education Assistance There will be no claw backs on money already advanced and paid out by the Company in association with education courses. Sports & Social Club Benefits Membership of the Sports & Social Club will cease upon termination of employment. Company Property All Company property without exception must be returned on or before your last day of employment. This includes, but is not limited to: • Laptop Computers • Blackberry/IPhone/other cell phone • Computer & printer hardware • ID Badges • Company Credit Cards • Phone Cards


 
9 4. REDUNDANCY TAXATION The following is a general description of the Irish tax consequences of severance payments and is based on Irish tax law in effect at December 2019 This should not be construed as tax advice. The actual tax consequences of a severance payment will depend on an individual’s specific facts and circumstances and you should contact your own tax adviser in this regard. Statutory redundancy and certain ex-gratia lump sums may be subject to favourable tax exemptions and reliefs on termination. Severance packages generally form two parts – Statutory Redundancy and an additional ex-gratia payment that may be made available by an employer. Statutory redundancy payments are exempt from income tax, if due. The current tax rules relating to severance in excess of statutory redundancy are somewhat complex. A brief summary of the main tax exemptions and reliefs available on the additional ex-gratia payment that an employer may provide are outlined below. Employees may also be entitled to claim the highest of the following three tax exemptions, on the additional ex- gratia amount: a) Basic Exemption, or b) Increased Exemption, or c) Standard Capital Superannuation Benefit The tax exemptions relevant to an individual are based on personal circumstances, for example years’ service in the employment, remuneration, pension entitlements. These tax exemptions are calculated using complete years’ service only. The date of termination for tax exemption purposes is the date that the employment actually ceases and the individual leaves the employment. It should be noted that the total exemptions an employee can claim over their lifetime is capped at €200,000. The Increased Exemption is also restricted if the employee claimed any tax exemption other than the Basic Exemption in the last 10 years. a) Basic Exemption: The basic exemption is €10,160 plus €765 for each complete year of service with the Company. If we take the example of a person who joined the Company in December 2001 and leaves the Company in 2013, they would have 11 full years of service, so their basic exemption would be €10,160 plus €765 x 11 = €18,575. b) Increased Exemption: The basic exemption of €10,160, plus €765 for each full year of service can be increased by a further €10,000. The increased exemption is only available to individuals who have not made any claims in respect of a lump sum received in the previous ten tax years.


 
10 If you are a member of the Company pension scheme, the increased exemption of €10,000 is reduced by the amount of: • Any tax-free lump sum from the pension scheme to which you may be immediately entitled or • The present day value at the date of leaving employment of any tax-free lump sum which may be receivable from the pension scheme in the future. Employees will have the option of waiving their entitlements to their tax-free lump sum from the Company pension scheme in order to avail of the full €10,000 increased exemption. A waiver form must be signed in this regard. If the lump sum from the pension scheme is more than €10,000 and you do not waive your entitlement to same, you are not due the increased exemption. Revenue approval is required for the Increased Exemption. c) SCSB (Standard Capital Superannuation Benefit): This relief generally applies to those employees who have high earnings and/or long service with the Company. The formula for calculating the SCSB is: A X B / 15 - C Where: A is the average annual remuneration for the last 36 months service to the date of termination B is the number of complete years of service C is the value of any tax-free lump sum received/receivable under the Company approved pension scheme. Because of the interaction of taxation and your pension it is important that you receive independent advice on this. The Company will engage the services of Mercer to provide you with guidance in this area.


 
11 5. SOCIAL WELFARE ENTITLEMENTS Social Welfare considerations post Termination of Employment Jobseeker's Benefit is a weekly payment from the Department of Social Protection (DSP) to people who are out of work and are covered by social insurance (PRSI). Jobseeker's Benefit used to be called Unemployment Benefit. If you don't qualify for Jobseeker's Benefit you may qualify for Jobseeker's Allowance. Further information on these benefits can be found on the following website: http://www.citizensinformation.ie/en/social_welfare/social_welfare_payments/unemployed_people/jobseeke rs_benefit.html See Table below for contact details of some local Department of Social Protection offices in Dublin. Postal Districts Office Phone Number Opening Hours Dublin 1 North Cumberland Street 01 889 9500 Mon – Fri 9.15 – 12.00 2.00 – 4.00 Dublin 2 Pearse Street 01 636 9300 Mon – Fri 9.15 – 12.00 2.00 – 4.00 Other Regional Offices Dublin 1 Amiens Street 01 704 3000 Dublin 5 Greendale Road 01 806 3800 Dublin 7 Navan Road 01 882 3100 Dublin 8 Ballyfermott 01 616 0300 Dublin 11 Ballymun 01 816 5100 Dublin 11 Finglas 01 864 0480 Dublin 14 Nutgrove 01 493 5266 Dublin 15 Blanchardstown 01 824 6300 Dublin 22 Clondalkin 01 403 0000 Dublin 24 Tallaght 01 452 7019 Co. Dublin Balbriggan 01 802 0050 Co. Dublin Dun Laoghaire 01 280 0288 Co. Dublin Malahide 01 806 1040


 
12 6. OTHER INFORMATION/ADVICE 6.1 Individual Value of Severance Terms If you are made redundant you will receive a Preliminary Personal Statement at your initial consultation meeting. This form sets out: • The terms of the agreement as they relate to you (i.e. your Eligible Pay for the purpose of the lump sum calculation) These figures will give you a near approximation of your gross entitlements. Part of your severance package may be subject to tax as per revenue guidelines. Note: Your final figures will be calculated based on actual data at termination date and therefore may differ to preliminary estimates. 6.2 Individual Advice Sessions Advice sessions will be available on a one-to-one basis with consultants from Mercer. They will be able to provide you with more detailed information on pension options particularly as they relate to the tax reliefs available. Further details to follow. 6.3 Outplacement Advice Outplacement support is a range of services that will be provided with the aim of assisting employees leaving the Company. This will include workshops and guidance: preparation of CVs, jobsearch, preparing for interviews, etc. Details will be made available over the next couple of weeks. 6.4 References HR will provide a standard, factual reference for all employees stating when the employee commenced employment with Perrigo, how much they earned, date of last promotion (if applicable) on request from a new employer. More detailed references may be available in response to a direct request from a potential employer.


 
13 7. PRACTICAL “TO DO LIST” UPON LEAVING PERRIGO Ö To claim Jobseeker’s Benefit you should call to your local Social Welfare Office. Also bring with you your redundancy documentation. Ö Ensure your tax returns are up to date. Ö Consider your pension options (they do not need to be entered immediately). You may wish to delay this decision until you find alternate employment. Ö Review your need to replace Risk Benefits (e.g. life assurance, etc.) which will cease when you leave Perrigo. Ö Consider whether your health insurance cover needs to be maintained. Ö Should you change address please ensure to contact the various benefit providers in addition to payroll.


 
14 8. USEFUL FUTURE CONTACT DETAILS PERRIGO CONTACT LIST Payroll Valerie Healy 01 709 4623 valerie.healy@perrigo.com Compensation & Benefits Kieron Loughman 01 709 4625 Kieron.loughman@perrigo.com HR Louise Milner 01 709 4427 Louise.milner@perrigo.com BENEFIT CONTACTS Pension & Risk Benefits Mercer - 1 4118483 james.w.brennan@mercer.com Health Insurance Margaret Whelan adm.margaret.whelan@vhi.ie Employee Assistance Program Magellan 1800 490 390 https://magellanhealth.com/global


 

3 Subsequent Filings that Reference this Filing

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

 2/27/24  Perrigo Co. plc                   10-K       12/31/23  150:22M
 9/20/23  SEC                               UPLOAD10/19/23    2:39K  Perrigo Co. plc
 8/17/23  SEC                               UPLOAD10/19/23    2:42K  Perrigo Co. plc


33 Previous Filings that this Filing References

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

11/08/22  Perrigo Co. plc                   10-Q       10/01/22  100:18M
 8/09/22  Perrigo Co. plc                   10-Q        7/02/22   99:20M
 5/11/22  Perrigo Co. plc                   8-K:5,7,9   5/06/22   13:312K                                   Donnelley … Solutions/FA
 4/20/22  Perrigo Co. plc                   8-K:1,2,8,9 4/20/22   13:1.9M                                   Donnelley … Solutions/FA
 3/24/22  Perrigo Co. plc                   DEF 14A     5/06/22    1:2.7M                                   Donnelley … Solutions/FA
12/09/21  Perrigo Co. plc                   8-K:1,9    12/03/21   12:1M                                     Donnelley … Solutions/FA
10/21/21  Perrigo Co. plc                   8-K:1,9    10/20/21   11:755K                                   Donnelley … Solutions/FA
 9/09/21  Perrigo Co. plc                   8-K:1,9     9/08/21   11:874K                                   Donnelley … Solutions/FA
 7/12/21  Perrigo Co. plc                   8-K:1,2,9   7/06/21   12:385K                                   Donnelley … Solutions/FA
 3/02/21  Perrigo Co. plc                   8-K:1,9     3/01/21   11:1.1M                                   Donnelley … Solutions/FA
 3/01/21  Perrigo Co. plc                   10-K       12/31/20  144:25M
 6/19/20  Perrigo Co. plc                   8-K:1,2,8,9 6/16/20   15:724K                                   Donnelley … Solutions/FA
 2/27/20  Perrigo Co. plc                   10-K       12/31/19  148:28M
 8/08/19  Perrigo Co. plc                   10-Q        6/29/19   93:13M
 4/30/19  Perrigo Co. plc                   8-K:5,9     4/26/19    5:741K                                   Donnelley … Solutions/FA
 2/27/19  Perrigo Co. plc                   10-K       12/31/18  147:25M
 3/01/18  Perrigo Co. plc                   10-K       12/31/17  148:31M
 1/08/18  Perrigo Co. plc                   8-K:5,9     1/06/18    3:369K                                   Donnelley … Solutions/FA
11/09/17  Perrigo Co. plc                   10-Q        9/30/17   77:10M
 8/10/17  Perrigo Co. plc                   10-Q        7/01/17   81:11M
 2/28/17  Perrigo Co. plc                   8-K:1,8,9   2/27/17    3:529K                                   Wachtell Lipton… Katz/FA
 3/10/16  Perrigo Co. plc                   8-K:1,2,8,9 3/07/16   10:830K                                   Donnelley … Solutions/FA
 8/13/15  Perrigo Co. plc                   10-K        6/27/15  101:20M
 4/29/15  Perrigo Co. plc                   10-Q        3/28/15   78:12M
12/02/14  Perrigo Co. plc                   8-K:1,2,8,912/02/14    6:841K                                   Donnelley … Solutions/FA
11/12/14  Perrigo Co. plc                   8-K:1,2,3,911/06/14    5:1.3M                                   Donnelley … Solutions/FA
 2/06/14  Perrigo Co. plc                   10-Q       12/28/13   74:14M
12/19/13  Perrigo Co. plc                   8-K:1,2,3,512/18/13    6:223K                                   Donnelley … Solutions/FA
12/19/13  Perrigo Co. plc                   S-8        12/19/13    9:1.8M                                   Donnelley … Solutions/FA
11/12/13  Perrigo Co. plc                   8-K:1,2,9  11/08/13    3:847K                                   Donnelley … Solutions/FA
10/08/13  Perrigo Co. plc                   S-4/A                  4:5.3M                                   Donnelley … Solutions/FA
 2/12/13  Elan Corp. plc                    20-F       12/31/12  204:29M                                    Donnelley … Solutions/FA
 2/03/09  Perrigo Co.                       10-Q       12/27/08    6:750K                                   Donnelley … Solutions/FA
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