(5)
In the event that the employment of a NEO (other than Mr. Bhojwani) had terminated on December 31, 2021, either by the Company for any reason, or by the NEO “With Reason,” in either case, within six months in anticipation of or within two years following a “Change in Control” (as defined in the Severance Plan) (a “Change in Control Termination”), such NEO would have been eligible, pursuant to the terms of the Severance Plan described on pages 65–66, to receive the following payments and benefits:
|
|
|
Pro Rata
Bonus
|
|
|
Severance
Payment
|
|
|
Outplacement
Services
|
|
|
Financial
and Tax
Preparation
|
|
|
Welfare
Benefit
Subsidy
|
|
Paul H. McDonough(7)
|
|
|
|
$ |
958,539 |
|
|
|
|
$ |
2,472,000 |
|
|
|
|
$ |
25,000 |
|
|
|
|
$ |
10,000 |
|
|
|
|
$ |
21,956 |
|
|
Bruce K. Baude(8)
|
|
|
|
|
1,001,296 |
|
|
|
|
|
2,616,000 |
|
|
|
|
|
25,000 |
|
|
|
|
|
10,000 |
|
|
|
|
|
15,865 |
|
|
Scott L. Goldberg(9)
|
|
|
|
|
890,730 |
|
|
|
|
|
2,265,333 |
|
|
|
|
|
25,000 |
|
|
|
|
|
10,000 |
|
|
|
|
|
21,956 |
|
|
Matthew J. Zimpfer(10)
|
|
|
|
|
924,620 |
|
|
|
|
|
2,400,000 |
|
|
|
|
|
25,000 |
|
|
|
|
|
10,000 |
|
|
|
|
|
24,026 |
|
|
In addition to the amounts payable under the Severance Plan, a pro rata portion of each P-share award granted to each NEO would have vested in accordance with the terms of each such award's applicable grant agreement. See footnote (2) above for additional information on the vesting of pro rata portions of the P-shares. Further, any RSU and option awards would have vested in full as of such date of termination in accordance with the terms of each such award's applicable grant agreement.
(6)
The following table contains the amounts that would have been payable to Mr. Bhojwani had his employment been terminated on December 31, 2021, pursuant to the following termination scenarios in accordance with his Amended CEO Agreement:
|
|
|
Death or
Disability
|
|
|
Without Just
Cause or
With Reason
|
|
|
Change in
Control Termination
|
|
Pro Rata Target Bonus
|
|
|
|
$ |
1,648,000 |
|
|
|
|
$ |
— |
|
|
|
|
$ |
— |
|
|
Pro Rata Actual Bonus
|
|
|
|
|
— |
|
|
|
|
|
2,556,103 |
|
|
|
|
|
2,556,103 |
|
|
Severance Payment(a)
|
|
|
|
|
— |
|
|
|
|
|
5,356,000 |
|
|
|
|
|
8,034,000 |
|
|
Welfare Benefit Subsidy(b)
|
|
|
|
|
— |
|
|
|
|
|
18,518 |
|
|
|
|
|
37,036 |
|
|
Outplacement Services
|
|
|
|
|
— |
|
|
|
|
|
25,000 |
|
|
|
|
|
25,000 |
|
|
Financial and Tax Preparation
|
|
|
|
|
— |
|
|
|
|
|
10,000 |
|
|
|
|
|
10,000 |
|
|
Company Group Life Insurance(c)
|
|
|
|
|
400,000 |
|
|
|
|
|
— |
|
|
|
|
|
— |
|
|
Option Acceleration
|
|
|
|
|
— |
|
|
|
|
|
499,565 |
|
|
|
|
|
523,428 |
|
|
Restricted Stock Unit Acceleration(d)
|
|
|
|
|
4,698,959 |
|
|
|
|
|
1,836,300 |
|
|
|
|
|
4,698,959 |
|
|
Performance Share Acceleration
|
|
|
|
|
10,433,004 |
|
|
|
|
|
10,433,004 |
|
|
|
|
|
10,433,004 |
|
|
(a)
Multiple is three (3) times base salary and target bonus if such termination is a Change in Control Termination and two (2) in other qualifying termination scenarios.
(b)
Twenty-four (24) months of continued participation in the event of a Change in Control Termination and twelve (12) months in other qualifying termination scenarios.
(c)
Not applicable for termination for disability.
(d)
RSUs subject to service-based vesting conditions will vest in full upon death but will not result in accelerated vesting upon disability.
The acceleration of awards shown in the table above in this footnote (6) for Mr. Bhojwani reflect vesting terms similar to the other NEOs under the Company’s Amended and Restated Long-Term Incentive Plan, as described in more detail in each such applicable award agreement and the narrative description for the other NEOs in the footnotes above.
(7)
The amount shown for Mr. McDonough includes the value, as of December 31, 2021, of such accelerated vesting of options ($116,706), RSUs ($968,953) and prorated P-shares ($2,251,767), in each case, that would accelerate in the event of a Change in Control Termination. In the event of termination by the Company for any reason other than for cause, death or disability (or in connection with a change in control), in addition to the amounts payable under the Severance Plan, the amount for Mr. McDonough also includes the value, as of December 31, 2021, of the prorated accelerated vesting of options ($107,025), RSUs ($369,615) and P-share awards ($2,251,767) that Mr. McDonough would receive in connection with such termination. See footnotes 2, 3, 4 and 5 for additional information.
(8)
The amount shown for Mr. Baude includes the value, as of December 31, 2021, of such accelerated vesting of options ($93,810), RSUs ($716,273) and prorated P-shares ($1,882,621), in each case, that would accelerate in the event of a Change in Control Termination. In the event of termination by the Company for any reason other than for cause, death or disability (or in connection with a change in control), in addition to the amounts payable under the Severance Plan, the amount for Mr. Baude also includes the value, as of December 31, 2021, of the prorated accelerated vesting of options ($89,530), RSUs ($287,987) and P-share awards ($1,882,621) that Mr. Baude would receive in connection with such termination. See footnotes 2, 3, 4 and 5 for additional information.
(9)
The amount shown for Mr. Goldberg includes the value, as of December 31, 2021, of such accelerated vesting of options ($107,484), RSUs ($821,431) and prorated P-shares ($2,153,356), in each case, that would accelerate in the event of a Change in Control Termination. In the event of termination by the Company for any reason other than for cause, death or disability (or in connection with a change in control), in addition to the amounts payable under the Severance Plan, the amount for Mr. Goldberg also includes the value, as of December 31, 2021, of the prorated accelerated vesting of options ($102,580), RSUs ($329,898) and P-share awards ($2,153,356) that Mr. Goldberg would receive in connection with such termination. See footnotes 2, 3, 4 and 5 for additional information.
(10)
The amount shown for Mr. Zimpfer includes the value, as of December 31, 2021, of such accelerated vesting of options ($107,484), RSUs ($821,431) and prorated P-shares ($2,153,356), in each case, that would accelerate in the event of a Change in Control Termination. In the event of termination by the Company for any reason other than for cause, death or disability (or in connection with a change in control), in addition to the amounts payable under the Severance Plan, the amount for Mr. Zimpfer also includes the value, as of December 31, 2021, of the prorated accelerated vesting of options ($102,580), RSUs ($343,487) and P-share awards ($2,153,356) that Mr. Zimpfer would receive in connection with such termination. See footnotes 2, 3, 4 and 5 for additional information.