Exhibit 10.12
April 26, 2001
Xxxxx X. Xxxxxxxx
Warsaw, IN 46582
PERSONAL AND CONFIDENTIAL
Dear Xxxxx:
The purpose of this letter is to summarize the terms of your compensation as of
July 1, 2001 contingent upon your assuming the position of President Americas -
Xxxxxx Holdings, Inc. Please note that these arrangements are supplemental to
the terms and conditions of the letter agreement you received from Xxxxxx X.
Xxxxxxxx, dated February 21, 2001. All terms and conditions presented in the
February 21, 2001 letter agreement remain unchanged.
CASH COMPENSATION
Your annual base salary will be $300,000 and you will have a target bonus of 60%
of base salary ($180,000). These compensation arrangements will be effective
July 1, 2001.
STOCK OPTION AWARD
Effective within 30 days following the date of the spin-off of Xxxxxx, you will
receive an option to purchase shares of Xxxxxx stock with an economic value at
the time of grant of $680,000 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 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.
Please contact me if you have any questions concerning the contents of this
letter. My telephone number is (000) 000-0000.
Very truly yours,
Xxxxxxx X. Xxxxxx
Vice President
Global Compensation
Xxxxxxx-Xxxxx Squibb Company
XXXXX X. XXXXXXXX
APRIL 26, 2001
PAGE 2 OF 2
cc: J. Xxxxxxx Xxxxxxx
Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx, Inc.
AGREED TO AND ACCEPTED:
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DATE:
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