compensation and use such information in setting an initial award in the Compensation Committee’s discretion. This may require buy-out awards to be made in excess of the maximum set out in the table above in respect of variable compensation.
In making any decision on any aspect of the compensation package for a new recruit, the Compensation Committee would balance shareholder expectations, current best practice and the requirements of any new recruit and would strive not to pay more than is necessary to achieve the recruitment. The Compensation Committee would give full details of the terms of the package of any new recruit in the next remuneration report.
Compensation for a new non-executive director will be set in line with the approved policy.
Employment Contracts with Executive Directors, Termination of Employment and Change-in-Control Arrangements
The disclosures below are a summary of the more detailed terms set out in the agreements entered into with the executive directors. The detailed terms of the agreements entered into with the executive directors will apply in the event of a termination of employment.
A copy of each of the employment agreements have been included in the Company’s SEC Filings which are available at www.arris.com under the caption Investors, within the SEC Filings tab.
Employment Agreement with the Chief Executive Officer (an executive director)
The Company has entered into an Amended and Restated Employment Agreement with Mr. Bruce McClelland, dated 23 August 2016 and effective as of 1 September 2016 (the “McClelland Agreement”), in connection with his appointment as Chief Executive Officer.
The material terms of the Agreement are as follows:
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Term —
One year, which period is automatically extended by one day for each day that Mr. McClelland remains employed by ARRIS, which automatically renews until normal retirement at age 65.
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Base Salary and Bonus Potential —
An annual salary of $850,000 per year (reviewable annually), and Mr. McClelland is eligible to receive a bonus, as determined by the Board of Directors, with a target bonus amount equal to 100% of his base salary and a maximum bonus of 200% of his base salary.
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Termination Without Cause or by Mr. McClelland for Good Reason —
Entitled to receive his then current base salary and target bonus for a period of 24 months following termination, including a pro-rated portion of his target bonus for any partial year falling within the 24 month notice period. His equity awards will vest, or continue to vest, depending upon his age at termination and years of service with ARRIS. Mr. McClelland also will be eligible to continue to receive an amount equal to the cost of his life insurance, medical insurance and disability coverage from ARRIS for such period. Payment of all such benefits are subject to Mr. McClelland executing a standard general release with the Company.
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Change of Control —
If, within one year of a “change of control,” Mr. McClelland is terminated by the Company for any reason other than for cause, death or disability, or Mr. McClelland terminates his agreement for “good reason,” Mr. McClelland is entitled to a lump sum payment equal to two times his base salary (as of the date of termination) and his average bonus paid for the two fiscal years preceding the termination, and an amount equal to the cost of his life insurance, medical insurance and disability coverage from ARRIS for such period. His equity awards will vest, either in whole or in part. If the payments owed to Mr. McClelland as a result of the termination following a change of control would be subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, then the amount of such payments will be reduced to the extent necessary to avoid the excise tax.
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Death —
ARRIS will pay Mr. McClelland’s base salary to his estate for three months after his death.
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Disability —
Mr. McClelland will be entitled to receive his base salary and benefits for six months after termination of employment.
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Non-Competition and Non-Solicitation —
Mr. McClelland is subject to customary non-compete and non-solicitation provisions during the term of the Agreement and for a period of 24 months following termination.