EXECUTIVE COMPENSATION
Potential Payments upon Termination or Change of Control
would result in Mr. Stuewe retaining a larger amount, on an
after-tax
basis (taking into account federal, state and local
income taxes and the imposition of the excise tax), than if Mr. Stuewe received all of such payments. The employment agreement provides that our company shall reduce or eliminate any such payments, by first reducing or eliminating the portion
of such payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination. Additionally,
Mr. Stuewes employment agreement contains provisions intended to comply with Section 409A of the Code and the guidance promulgated thereunder.
As of the end of fiscal 2017, we had in effect Senior Executive Termination Benefits Agreements with each of Messrs. Muse,
Bullock and Elrod, which provide that, subject to certain conditions, we must continue to pay the executive upon any termination of his employment (except termination by reason of the voluntary resignation, termination for cause or termination by
reason of normal retirement) for one year (or 18 months in the case of Mr. Muse) (i) his annual base salary in effect at the time of his termination or, in the case of Mr. Muse, his annual base salary at the highest rate in effect in
the preceding twelve months (the Termination Payment Amount), (ii) any accrued vacation pay due but not yet taken at the date of his termination, and (iii) life, disability, health and dental insurance, and certain other
similar benefits of our company (or similar benefits provided by our company) in effect immediately prior to the date of termination to the extent allowed under the applicable policies.
These Senior Executive Termination Benefits Agreements contain covenants for the benefit of our company relating to the protection of our confidential information, return
of company property,
non-solicitation
of our employees during employment and for one year thereafter,
non-disparagement
of our company and its business, continued
cooperation in certain matters involving our company and requiring the executive officer to mitigate required payments under the severance agreement by seeking other comparable employment as promptly as practicable after termination and causing any
amount earned from any other employment to offset amounts payable under the severance agreement. The employee benefits provided for in these severance agreements terminate when the executive officer obtains other employment.
In addition to the foregoing, as of the end of fiscal 2017, Mr. Muses Senior Executive Termination Benefits Agreement also provided that if, within twelve
(12) months following a change of control (as defined in Mr. Muses agreement), either our company
terminates his employment without cause or he resigns for good reason (as defined in Mr. Muses agreement), then in lieu of the Termination Payment Amount (discussed above) and subject
to certain conditions, he will receive a lump sum payment within thirty days of the date of termination equal to three times his annual base salary at the highest rate in effect in the preceding twelve months. In either case, any such payment is not
subject to the mitigation provision described above with respect to the Termination Payment Amount. Effective as of January 1, 2018, Mr. Muses Senior Executive Termination Benefits Agreement was amended and restated so as to remove
the provisions relating to a change of control and to reduce the severance benefit described above from 18 months to 12 months.
The tables below reflect the amount
of compensation to each of the named executive officers of our company, except for Messrs. Lynch and Kloosterboer, in the event of termination of the executive officers employment or upon a change of control. The amount of compensation payable
to each such named executive officer upon termination without cause or resignation for good reason, termination due to retirement, termination due to death or disability, or upon a change of control is shown below. The amounts shown assume that the
termination or change of control was effective as of December 30, 2017, and thus include amounts earned through that date and are estimates of the amounts that would be paid to each executive officer listed upon his termination. The actual
amounts to be paid can only be determined at the time of the applicable executive officers separation from our company. The amounts are in addition to benefits generally available to U.S. salaried employees, such as accrued vacation. Our
company has no program, plan or agreement providing benefits or accelerated vesting to the named executive officers triggered by a voluntary resignation, a termination for cause or a change of control alone.
Messrs. Lynch and Kloosterboer are not included in the
tables since they were no longer employed by our company on December 30, 2017. In connection with his departure from our company and in exchange for his release of any and all claims against our company, Mr. Lynch received the separation
pay and benefits he was entitled to pursuant to his Senior Executive Termination Benefits Agreement with our company, including the continued payment of his base salary for 18 months from his separation date (December 14, 2017). In addition,
pursuant to the terms of the underlying grant documents, the vesting of certain of Mr. Lynchs outstanding equity awards was accelerated. Except for the acceleration of the vesting of certain outstanding equity awards, as further described
in the Compensation Discussion and Analysis on page 40 herein, Mr. Kloosterboer did not receive any additional compensation in connection with his retirement from our company.
|
|
|
52
2018 Proxy Statement
|
|
|