Payments Made Upon Termination. Regardless of the manner in which a Named Executive Officer’s employment
terminates, he or she is entitled to receive amounts earned during his or her term of employment. Such amounts include:
accrued salary, amounts contributed under the Employee Savings Plan and the Supplemental Savings Plan (see Non-
qualified Deferred Compensation Table) and amounts accrued and vested through the Company’s Retirement Plan and
the Supplemental Retirement Plan. (See Pension Benefits Table.) The retirement plans offer a survivor annuity, if elected
by the participant. For a termination for good reason or without cause, each of Messrs. Andrade, Kociancic, Williamson,
and Karmilowicz would be eligible to earn all remaining installments of PSU, vesting of equity awards, insurance benefits
and a separation allowance in accordance with the terms of his employment agreement, a one-time payment equal to
two times base annual salary, subject to signing a waiver of all claims, and certain non-compete agreements under the
terms of the employment agreements would apply. All other PSU would be forfeited.
Sanjoy Mukherjee departed the Company effective July 3, 2023. Subject to the terms of the Transition Agreement, he
served as an advisor to the Company from April 22, 2023 through the Separation Date and, for such services, he
received a one-time payment of $50,000. Subject to the terms of Mr. Mukherjee’s employment agreement and the
Transition Agreement, Mr. Mukherjee will receive accrued payments, vesting of equity awards, insurance benefits and a
separation allowance in accordance with the terms of his employment agreement, a one-time payment equal to two
times base annual salary, payable in January 2025, and a cash payment in lieu of a tranche of six hundred one (601)
restricted shares that would otherwise have vested on November 19, 2024 (based on the market price of the Company’s
stock at the close of the New York Stock Exchange on the Separation Date).
Payments Made Upon Retirement. In the event of retirement, in addition to the items above, all who are eligible will
receive the pension benefits shown in the Pension Benefits Table with a reduction for early retirement. Generally, subject
to satisfaction of the express terms of the pertinent equity award agreement that defines retirement as reaching the age
of 65 or older and a voluntary termination of employment, outstanding restricted shares vest as a result of retirement
with the consent of the Compensation Committee. PSU are forfeited if retirement occurs prior to age 65. In the event of
retirement at age 65 or older but prior to the conclusion of the restricted period (3rd anniversary of grant date), the
participant remains eligible to receive all remaining installments of PSU. The settlement date of PSU for completed
installment periods would be the date that is 60 days following the date of retirement. The remaining PSU would be
settled between the certification that performance criteria have been met and March 15th of the calendar year following
the last performance period.
Payments Made Upon Death or Disability. In the event of death or disability, in addition to the benefits listed under
the headings above, the NEO will receive benefits under the Company’s disability plan or payments under the
Company’s life insurance program, as available to employees generally. Pursuant to the terms of their employment
agreements, in the event of the death or disability of Messrs. Andrade, Kociancic, Williamson, or Karmilowicz, any
incentive bonus earned but not yet paid for the completed full fiscal year immediately preceding the employment
termination date would be paid. Accordingly, assuming a hypothetical death or disability of those Named Executive
Officers on December 31, 2023, each would be entitled to any incentive bonus earned but not yet paid relating to fiscal
2023 performance. Such bonus amounts would have been $3,250,000 for Mr. Andrade, $1,556,200 for Mr. Kociancic,
$1,452,500 for Mr. Williamson, and $1,145,000 for Mr. Karmilowicz, as reported in the Summary Compensation Table.
In the event of the death or disability of any of the NEOs, the restrictions on restricted shares lapse. The following table
lists the value of equity awards for each Named Executive Officer at the NYSE closing price of $353.58 at year-end 2023
as if all vested on December 30, 2023, with PSU values determined based on 100% of target performance. For PSU, in
the event of death or disability prior to the conclusion of the restricted period (3rd anniversary of grant date), the
participant remains eligible to receive all remaining installments of PSU. The settlement date of PSU for completed
installment periods would be the date that is 60 days following the date of the death or disability. The remaining shares
would be settled between the certification of the performance and the March 15th of the calendar year following the last
performance period.
The number of shares that would be delivered in the event of an executive’s retirement at age 65 or death or disability is
valued as of December 31, 2023 in the table below.
Termination or Change of Control
As described above, each of the Named Executive Officers is a participant in the Company’s Senior Executive CIC Plan.
Payments are made under the plan to the respective Named Executive Officer if he or she suffers a covered termination
of employment within two years following a change in control. The table below gives a reasonable estimate of what