Exhibit 4.8
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| Incentive Compensation Policy | ||
1PURPOSE
The Incentive Compensation Policy (“Policy”) describes the governing principles for Incentive Compensation through the Annual Incentive Plan (“AIP”), Sales Incentive Plan (“SIP”), awards programs, and any individual written employment agreement between an Employee and their employing Company (collectively referred to as “Incentive Compensation”) for eligible United States (“US”) Employees (as defined below) of Indivior Inc. and Indivior Treatment Services, Inc. (each a “Company” and collectively the “Companies”).
Inappropriately incentivizing Employees may result in legal and regulatory risks to the Companies.
2SCOPE
This Policy applies to all full-time and part-time employees, (collectively, “Employee”) who are eligible for Incentive Compensation in the US.
3POLICY DETAILS
3.1Key Principles
3.1.1Incentive Compensation is designed to drive performance and behaviors consistent with Indivior’s purpose, Indivior Code of Conduct policies, values, and strategy.
3.1.2Incentive Compensation provides a variable pay component as an incentive, in addition to an Employee’s regular salary. The combination of the base salary compensation and the Incentive Compensation is designed to yield a competitive total compensation opportunity.
3.1.3Incentive Compensation is designed so that financial incentives do not inappropriately incentivize Employees to engage in or tolerate marketing, promoting, or selling of Indivior’s products (1) for unapproved uses, (2) to prescribers who practice within an excluded specialty, (3) to prescribers on a government debarred list or who have been delisted pursuant to the Prescriber Concern Reporting Policy, and (4) at dosages above maximum recommended doses listed in the package insert.
3.2Eligibility Rules
3.2.1All Employees are eligible for Incentive Compensation through only one of the following three ways: the AIP, the SIP, or an employment agreement. Employees are never eligible for Incentive Compensation through both the AIP and SIP or through an employment agreement and the AIP or SIP. Contingent Workers and Consultants are not eligible for AIP or SIP. An Employee must receive written confirmation from the Company to be eligible for Incentive Compensation. Incentive Compensation targets, multipliers, and levels shall be designated in an Employee’s offer letter, employment agreement, or other written correspondence from the Company as well
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as the Annual Incentive Plan SOP (SOP.HR.10413) or the Sales Incentive Plan SOP (SOP.COM.10523). Non- Promotional Field-based Employees (e.g., Field Medical Employees) are generally eligible for the AIP and Promotional Field-based Employees are generally eligible for the SIP. Refer to the Sales Incentive Plan SOP for further information on the development, implementation, and execution of the SIP.
3.2.2The Company reserves the right to, in its sole discretion, cancel or modify any Employee’s eligibility for Incentive Compensation at any time. Employees may not be eligible, or may have limited eligibility for Incentive Compensation in the following cases:
•Employees who have been found to have committed violations of Indivior’s policies and procedures, as tracked by Integrity & Compliance,
•Employees who have not completed their compliance training,
•Employees with unsatisfactory job performance, which includes, but is not limited to, Employees with a rating of ‘needs improvement’ or lower on their annual Performance and Development Review (“PDR”), or who are on a performance improvement plan, as tracked by Human Resources (“HR”).
3.2.3The Company reserves the right to, in its sole discretion, withhold payment of Incentive Compensation to an Employee who is relevant to an ongoing internal investigation. Based on the outcome of an internal investigation, the Company reserves the right to, in its sole discretion, pay the full amount of Incentive Compensation to the Employee, pay only a partial amount of Incentive Compensation to the Employee, or not pay any Incentive Compensation to the Employee.
3.2.4The ability to participate in Incentive Compensation in any one year does not guarantee participation in future years. The Company reserves the right to amend or terminate the terms of the Incentive Compensation programs at any time, either on an individual Employee or global basis.
3.2.5If an Employee’s employment commenced part-way through the fiscal year, any Incentive Compensation payment will be made on a pro-rata basis from the Employee’s start date.
3.2.6If an Employee changes jobs, or receives a base salary increase during the fiscal year, be it in the same country or via international transfer, resulting in changed targets, the Employee’s Incentive Compensation payout will be based, pro rata, on the achievements of each set of targets over the course of the fiscal year.
3.2.7Employees will not be paid Incentive Compensation during any periods of long-term sickness or disability, or unpaid leave unless required by local laws and regulations.
3.2.8Pro rata Incentive Compensation payments may be granted, at the sole discretion of the Company, to Company Employees who retire or become disabled during the fiscal
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year, or to the estate of former Employees who is deceased where the deceased Employee died while employed during the fiscal year.
3.2.9Acquisitions, divestments, or major launches will be considered on a case-by-case basis and may result in an adjustment of Incentive Compensation results at the end of the year at the sole discretion of the Company.
3.2.10The Company may, in compliance with the principles and requirements of this Policy, adjust the formulaic bonus outcomes, as needed, both upwards and downwards (including to zero) to ensure alignment of pay with performance.
3.2.11Participation in Incentive Compensation will end if the Company determines that:
•Payment of Incentive Compensation becomes unreasonable or inappropriate due to collective bargaining, statutory provisions, or other reasons; or,
•It is no longer in a position to make Incentive Compensation payments.
3.3Supplemental Payments
3.3.1There may be additional supplemental payments provided by the Company to eligible Employees at the sole discretion of the Company. All supplemental payments must be reviewed and approved, at a minimum, by Integrity & Compliance and HR prior to payment. Integrity & Compliance and HR may request counsel from Legal and other relevant business stakeholders, as needed, particularly when the supplemental payment is available to Sales personnel.
3.4Termination of Employment
3.4.1Participation in Incentive Compensation does not alter the “Employment at Will” status of Employees or the right of the Company or the right of the Employee to terminate his or her employment at any time, with or without Cause.
3.4.2Subject to the terms of a written employment agreement, if employment is terminated by reason of resignation or by Cause prior to Incentive Compensation payout (whether such termination occurs during or after the fiscal year), Employees are not entitled to an Incentive Compensation payment.
3.4.3Subject to the terms of a written employment agreement, the Company may exercise its judgment to determine what, if any, Incentive Compensation payment should be paid in the event of an elimination of a position, a change in job responsibilities, or a reduction-in-force during the fiscal year. Factors that may be considered include, but are not limited to the following:
•When in the fiscal year the separation occurred
•If the Employee’s objectives were met
•The overall performance of the Indivior Group
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3.5Clawback
3.5.1The Company reserves the right to, in its sole discretion and subject to applicable law, seek redress from individuals in circumstances where there has been a material misstatement of the Indivior Group or business unit results, or a failure to comply with the Indivior Code of Conduct, policies or procedures, irrespective of the position the Employee might hold and whether they are employed or not employed by the Company at the time of the breach of the Indivior Code of Conduct.
3.5.2The Company shall in its sole discretion decide on the amount of the Incentive Compensation payment subject to Clawback in light of the circumstances triggering the Clawback. The amount subject to Clawback shall be limited to the net (post-withholding) portion of the Incentive Compensation that was paid or is otherwise payable that the Company determines exceeds the amount that would have been paid or would otherwise be payable but for the events described in Section 3.5.1.
3.5.3The Company may use any lawful methods to satisfy the Clawback, including the following:
•Reduce (including, if appropriate, to zero) the amount of any future Incentive Compensation; or,
•Require an Employee to pay the Company or any associated entity (e.g., subsidiary) the amount required to satisfy the Clawback in full, on terms directed by the Company (including, without limitation, on terms that the relevant amount is to be withheld or deducted from the Employee’s salary or from any other payment to be made to the Employee by the Company or associated entity).
3.5.4Employees, as a condition to participating in, and being eligible to receive Incentive Compensation, agree to:
•Authorize the Company and/or associated entities to deduct the Clawback amount from the Employee’s remuneration or payments due to them if permitted by applicable law;
•Repay to the Company or associated entity the Clawback amount on demand as a debt; and,
•Pay and indemnify, and keep indemnified, the Company and all associated entities against any costs and expenses, which may include reasonable legal expenses, incurred by the Company or any associated entity in enforcing the Clawback provisions.
3.5.5No delay or omission on the part of the Company or any associated entity in exercising its rights under this Policy shall operate as a waiver of any such rights to seek redress.
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3.5.6The Company may terminate the employment of any Employee who fails to cooperate with the Company in satisfying any Clawback.
4TIMING OF PAYMENT
4.1Payment of Annual Incentive Compensation will be made in the year following the performance year, but not later than March 15th of the following year.
5CORPORATE INTEGRITY AGREEMENT
5.1Incentive compensation will comply with the terms of the Corporate Integrity Agreement and Indivior’s DOJ Compliance Measures.
6TRAINING
6.1HR is responsible for ensuring that relevant Employees read and acknowledge their understanding of this Policy annually.
7ENFORCEMENT
7.1Non-compliance with this Policy can subject Employees to disciplinary actions up to and including termination.
7.2This Policy and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with Virginia law. The state or federal courts of Virginia shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Policy or its subject matter or formation (including non-contractual disputes or claims).
8REFERENCES
•Annual Incentive Plan SOP (SOP.HR.10413)
•Anti-Bribery Policy (GUI.IC.10001)
•Indivior Code of Conduct (POL.IC.10003)
•Competition Law Compliance Manual (POL.LEG.10006)
•Equal Employment Opportunity (EEO) Policy (USA) (POL.HR.10130)
•Global Policy on Healthcare Business Ethics
•Harassment Policy (USA) (POL.HR.10131)
•Prescriber Concern Report Policy (POL.MED.10042)
•Sales Incentive Plan SOP (SOP.COM.10374)
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9DEFINITIONS/ABBREVIATIONS
9.1“Cause” shall have the meaning as defined in any employment agreement then in effect between the Employee and their employing Company, or if not defined therein, or if there is no such agreement, “Cause” refers to an Employee’s (a) failure to substantially perform the Employee’s duties and obligations to the Company as an Employee, including one or more acts of gross negligence or insubordination or a material breach of Indivior’s policies and procedures; (b) material breach of Indivior’s Code of Conduct, its Equal Opportunity and Anti-Harassment policies (including the Equal Employment Opportunity (EEO) Policy (USA) and Harassment Policy (USA)), or compliance policies (including the Anti-Bribery Policy, the Competition Law Compliance Manual, and the Global Policy on Healthcare Business Ethics); (c) indictment for, conviction of, or plea of guilty or nolo contendere to, a felony or any other crime involving fraud, dishonesty, theft, breach of trust or moral turpitude; (d) willful engagement in conduct which results in, or could reasonably be expected to result in, material injury to the Company’s financial condition, reputation, or ability to do business; (e) breach of any other agreement with the Company; (f) violation of state or federal securities laws or regulations; (g) discharge for poor performance; or (h) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, willful destruction or failure to preserve documents or other materials relevant to such investigation, or willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. The determination of the existence of Cause shall be made by the Company, and such determination shall be conclusive.
9.2“Clawback” refers to any reduction or forfeiture of, or obligation to repay, an amount of compensation otherwise payable or paid pursuant to Section 3.5.
9.3“Consultant” refers to any entity or individual the Company engages and contracts with to perform tasks, activities or services on behalf of the Company, including Healthcare Professionals. Consultants are not intended by the Company to be Employees.
9.4“Contingent Worker” refers to a temporary worker hired to cover vacancies due to promotions, terminations, illness, leave of absence, etc. Their tasks are generally expected to be performed by regular Employees in the medium to long-term. Contingent Workers are not intended by the Company to be Employees.
9.5“Field Medical Employees” refers to Employees who are responsible for carrying out medical affairs activities in the field.
9.6“Incentive Compensation” refers to payment under plans (i.e., AIP and SIP), which are designed to reward and drive performance and behaviors consistent with Indivior’s purpose, Indivior Code of Conduct, and policies, values, and strategy as well as any bonuses payable under an employment agreement between the Company and any Employee.
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9.7“Promotional Field-Based Employees” refers to Addiction Sciences and Behavioral Health Clinical Specialists, Area Sales Managers, Sale Trainers, Business Directors, other Sales Employees, Field Reimbursement Specialists (FRSs), and Managed Care Employees as well as other Company Employees when engaging in promotional activities.
9.8“Indivior Group” refers to the Companies and each of their parents, subsidiaries, and affiliates.
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10APPENDICES
11REVISION HISTORY
| Version | Date of Revision | Summary of Changes | Reason for Changes | ||||||||
| 1.0 | Oct 2019 | New Policy | New Policy | ||||||||
| 2.0 | Sept 2020 | New legal entity, added CIA language | Consistency with CIA | ||||||||
| 3.0 | September 2021 | Removal of Indivior Solutions Inc, minor clarification of processes | Annual review | ||||||||
| 4.0 | August 2022 | Clarification of definitions, minor clarification of policy | Annual review | ||||||||
| 5.0 | March 2023 | Removal of DATA 2000 waiver language | MAT Act | ||||||||
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