Thus, if Mr. Stein had died, become disabled, been terminated by the Company without cause, or had resigned from
his employment for good reason on September 30, 2019, 40% of his November 2016 grant and 20% of his April 2018 grant would have been permitted to vest in accordance with their terms.
The Companys equity plans have provisions for accelerated vesting in certain circumstances on a change in control. If a change in control had occurred on
September 30, 2019, Mr. Stein would have had 199,100 options vest, with a realized value of $42,983,499 (assuming the change in control price was $520.67 the closing price of the Companys stock on the NYSE on September 30,
2019).
Termination Payments for W. Nicholas Howley, Executive Chairman
Pursuant to the terms of his employment agreement, if Mr. Howley is terminated for cause (as defined in his agreement and described under Employment
Agreements below), he will receive only any unpaid but accrued base salary and benefits. As of September 30, 2019, Mr. Howley had no unpaid but accrued salary and benefits. If Mr. Howley is terminated for death or disability (as
defined in his agreement and described under Employment Agreements below) or without cause by the Company or voluntarily resigns for good reason (as defined in the agreement and described under Employment Agreements below),
he will receive (a) two times his annual salary, but if Mr. Howley resigns for good reason because he is not re-elected to the Board, Mr. Howley will receive only one times his salary,
(b) two times the greater of (i) all bonuses paid or payable to Mr. Howley for the fiscal year immediately prior to the date of termination or (ii) bonuses for the fiscal year in which the date of termination occurs, determined
in accordance with the Companys bonus program, if any, but if Mr. Howley resigns for good reason because he is not re-elected to the Board, Mr. Howley will receive only one times his bonus
amount, and (c) 18 times the monthly cost of the difference between his employee co-premiums for health insurance at the time of termination and the COBRA cost for such coverage, and in each case the
payments will be payable in equal monthly installments over the two-year period following his termination. After Mr. Howley retires, the Company has agreed to pay for a Medicare supplement
policy and supplemental medical reimbursement coverage for Mr. Howley and his wife and to pay for the services of a consultant in assisting with coverage issues.
Thus, if Mr. Howley had died, had been terminated because he had become disabled, had been terminated by the Company without cause or had resigned from his
employment for good reason on September 30, 2019, he would have received approximately $6,685,820 in base salary, bonus and benefits, except that if Mr. Howleys resignation for good reason was because he was not re-elected to the Board, he would have received approximately $3,687,361 in base salary, bonus and benefits.
Mr. Howleys stock option agreement of November 2016 granting him 116,786 options vesting in 2020 has provisions with regard to post-employment vesting. If
Mr. Howleys employment terminates by reason of death, disability, termination without cause or termination for good reason or by reason of retirement, vesting of the options will continue after termination of employment as follows:
|
|
|
Termination Date
|
|
Percent of Remaining
Options
Vesting(1)
|
|
|
During the third fiscal year after date of grant
|
|
60%
|
|
|
During the fourth fiscal year after date of grant
|
|
80%
|
|
|
After the fourth fiscal year after date of grant
|
|
100%
|
(1)
|
Options will continue to vest in accordance with their terms if, and only if, the performance criteria are met.
Remaining unvested options would vest ratably over the remaining performance vesting schedule.
|
Thus, if Mr. Howley had died, had been
terminated because he had become disabled, had been terminated by the Company without cause or had resigned from his employment for good reason on September 30, 2019, 60% of his November 2016 options would have been eligible to continue to vest
in accordance with their terms.
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