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•	In May of 2018, for succession planning and other reasons, the Company took the decision to restructure its business and remove the Medical Device business, the Company’s second largest business, from Ms. Peterson’s responsibilities. This constituted a “severance event” under the Company’s severance plan. Accordingly, Ms. Peterson became eligible to receive severance under the severance plan.

•	The Committee considered the following facts in determining the $10 million supplemental severance payment amount:

◦	The value of the outstanding equity awards that Ms. Peterson forfeited. As noted on pages 78 and 89 of our Proxy Statement Ms. Peterson would be forfeiting her entire 2016 and 2017 LTI awards and the non-prorated portion of her 2018 LTI awards. As of October 1, 2018, these forfeitures were worth approximately $34.5 million.

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Prorated vesting of certain equity awards to other employees in similar termination situations. For employees below our Executive Committee, 2016 and 2017 LTI awards would be pro-rated based on the portion of the 3-year vesting period worked in the event of a termination due to a specified divestiture or reduction in force. Ms. Peterson, having been involved in divestitures and reductions in force, was aware of the application of this policy to unvested 2016 and 2017 LTI awards for other employees and it was a reference point in the Committee’s deliberations. As of October 1, 2018, the pro rata portion of her 2016 and 2017 LTI awards that would have vested had the Committee applied the policy to Executive Committee members was approximately $20.2 million.

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While the $10 million supplemental severance payment negotiated with Ms. Peterson was in addition to what she would have received under the severance plan (approximately $1 million), the payment facilitated a prompt and orderly departure and ensured a smooth transition of responsibilities without a prolonged dispute, and potential litigation. It also allowed the benefit of a non-compete and non-solicitation agreement.

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