The numbers raise an interesting question: Knowing that SGP stock was declining through 2008, and probably guessing that this would impact their compensation, did Hassan et al have a $132 million incentive to sell the company? Note, Hassan’s of control package is actually a reduction in value from 2008 when it was valued at $59 million if the triggering event was merely a “change of control.” Compare the agreement last year (on page 47) with the current agreement (on page 51). You’ll note that last year, Hassan’s payout was roughly the same regardless of whether there was a “change of control” or a “termination following a change of control.” But this year, Hassan only gets the 50 big ones if he’s terminated after a change of control. I’m going to take a wild guess that this reverse merger — in which Schering is technically buying Merck — will be classified according to the larger payout when it’s time for Hassan to pick up his gold watch.
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