Summary
This 8-K filing from Regeneron Pharmaceuticals, Inc. (REGN) details amendments to its Change in Control Severance Plan and the employment agreement of its CEO, Dr. Leonard Schleifer. The primary driver for these changes is to ensure compliance with Section 409A of the Internal Revenue Code, which governs non-qualified deferred compensation arrangements and can impact severance benefits. Key modifications include aligning the definition of "Good Reason" within the severance plan to meet Section 409A requirements. Additionally, the ability for the company to pay cash in lieu of benefit continuation under the severance plan has been removed. For Dr. Schleifer's employment agreement, severance payments will now always be made in a lump sum, with potential delays to comply with Section 409A regulations. The company has also committed to indemnifying Dr. Schleifer against any violations of Section 409A related to his employment agreement.
Key Highlights
- 1Regeneron amended and restated its Change in Control Severance Plan to comply with Section 409A of the Internal Revenue Code.
- 2The definition of "Good Reason" in the severance plan was updated to align with Section 409A.
- 3The company removed its ability to pay cash in lieu of benefit continuation under the severance plan.
- 4Dr. Leonard Schleifer's employment agreement was amended and restated to comply with Section 409A.
- 5Severance payments under Dr. Schleifer's agreement will now be made in a lump sum.
- 6Potential six-month delay in severance payments for Dr. Schleifer if required by Section 409A.
- 7Regeneron will indemnify Dr. Schleifer for any Section 409A violations related to his employment agreement.