Mr. Nicoletti entered into a retirement agreement that provided him with certain benefits in
connection with his retirement from the Company, effective December 31, 2018, as described in more detail below under the caption Retirement Agreements and Resignations. Mr. Tarchetti voluntarily resigned from the Company,
effective May 25, 2018, and was not eligible to receive any severance benefits under his compensation arrangement.
2010 Stock Plan and 2013
Incentive Plan
The following applies to stock options and RSUs issued under the 2010 Stock Plan and the 2013 Incentive Plan upon
termination of employment, retirement generally and under the Companys retirement guidelines, death or disability.
Stock
Options:
In general, if an individuals employment terminates for any reason other than death, disability or retirement, then all of his or her options expire on, and cannot be exercised after, the date of his termination. However, if
the individuals employment terminates due to death or disability, then all outstanding options fully vest and continue to be exercisable for one year following his termination (or the expiration of the term of the option, if earlier).
With respect to the 225,872 stock options awarded to Mr. Polk in 2011 pursuant to his compensation arrangement (all of which vested
in 2014), in addition to the above, Mr. Polks option agreement provides that if he is involuntarily terminated (except for good cause or violation of the Companys Code of Business Conduct and Ethics); voluntarily terminates his
employment for good reason; or if he retires after he reaches the age of 55 and has at least five years of service, then all such outstanding options would continue to be exercisable for one year following his termination (or the expiration of the
term of the option, if earlier). If the sum of his age and years of service at retirement is at least 65 but less than 70, his options remain exercisable for five years following his termination (or the expiration of the term of the option, if
earlier), and if the sum of his age and years of service at retirement is at least 70, his options remain exercisable for 10 years following his termination (or the expiration of the term of the option, if earlier). Consistent with the terms of his
option agreement, the Polk Retirement Agreement provides that Mr. Polks options remain exercisable following his departure until their expiration in July 2021.
Restricted Stock Units (RSUs):
In general, with respect to RSUs granted before 2018, if a named executive officers employment terminates for any reason other than death, disability or
retirement, then his or her RSUs that have not yet vested are forfeited. In addition, with respect to the RSUs granted to the named executive officers in February 2018, if the executives employment with the Company is terminated by the Company
for any reason other than good cause (as defined in the RSU agreement) or is terminated by the executive for good reason (as defined in the RSU agreement), prior to the third anniversary of the award date, any unvested time-based RSUs and
performance-based RSUs will remain outstanding until the applicable vesting date, upon which time they will vest in full (without regard to any continuous employment requirements), provided that any performance-based RSUs will only vest to the
extent the applicable performance criteria are achieved. With respect to the special RSUs received by each of Messrs. Turner and Torres on May 15, 2018, and by Mr. Torres on February 5, 2019, if the executives employment with
the Company is terminated by the Company for any reason other than good cause (as defined in his award agreement) or by the executive for good reason (as defined in his award agreement), prior to the third anniversary of the award date, any unvested
RSUs will become vested on the date of termination, notwithstanding whether the performance criteria applicable to such unvested RSUs, if any, have been satisfied, except for the portion of the then-unvested RSUs with respect to which the vesting
date has already passed without satisfaction of the performance conditions applicable thereto.
For all outstanding RSUs, if the named
executive officers employment terminates due to death or disability, then all restrictions lapse, and all RSUs fully vest, on the date of his termination (except for any portion of the special RSUs awarded to Messrs. Turner and Torres in May
2018 for which the vesting date has passed and the performance criteria has not been met).
With respect to all outstanding RSUs, if the
individuals employment terminates due to retirement (i) at age 60 or later; or (ii) at age 55 or later with at least ten years of service, any unvested time-
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