Change-in-Control
Agreements
We have entered into
change-in-control
agreements with our executives to encourage their
full attention and dedication to the Company in the event of a
change-in-control
of the Company, and to provide them with reasonable compensation and benefits in the
event of a
change-in-control
and a subsequent loss of employment. All equity awards granted have double trigger requirements before vesting upon a
change-in-control.
See EXECUTIVE COMPENSATION TABLES Potential Payments upon
Change-in-Control
in this CD&A for descriptions of the benefits provided under the
change-in-control
agreements.
E
mployment Agreements;
Severance Policy
We do not have formal employment agreements with our executives. However, we do have an Executive Severance Policy for our executives that
provides severance pay equal to one years base salary, employer benefit premium payments or reimbursements for one year, and outplacement assistance provided there is a release of claims,
non-disparagement,
and confidentiality agreement with the executive. In addition, the executive must enter into a
one-year
non-compete
agreement, where enforceable.
In 2018, in connection with her role, Ms. Hlavinka became a participant
under the Companys Executive Severance Policy and entered into indemnification agreements in the form customary for the Companys officers and directors.
I
ncentive Repayment (Clawback) Policy
Under our
Incentive Repayment (Clawback) Policy, in the event of a restatement of the Companys financial results, the Compensation Committee, as designated by the Board, may review all cash or equity incentive awards that were based in whole or in part
on the achievement of certain financial results.
Where award(s) were predicated, in part or in whole, upon the achievement of certain financial results that were
subsequently the subject of a material financial restatement and, as determined by the Compensation Committee, the executive(s) engaged in fraud that caused or partially caused the need for the restatement, the Compensation Committee will seek
forfeiture or reimbursement to the Company of the award(s) from the executive(s) engaged in fraud in full, net of tax. If a material financial restatement was not due to fraud, the Compensation Committee may review the circumstances and, in its
discretion to the extent practicable and allowable under applicable laws, determine to require forfeiture or reimbursement to the Company of the amount of the award(s) that exceeded the lower amount, payment or value that would have been made based
on the restated financial results, net of tax.
Any recoupment under this policy may be in addition to, and shall not otherwise limit, any other remedies that may
be available to the Company under applicable law, including disciplinary actions up to and including termination of employment.
Executive Deferred Compensation
Executives
located in the U.S. are eligible to participate in our Executive Deferred Compensation Plan (EDCP). We offer the EDCP to our highly-compensated employees to give them the benefit of being able to defer some of their taxable income, which also
encourages their retention with the Company. Participants may defer up to 50% of their base salary and annual cash incentive into a nonqualified account.
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