Long-Term Performance Plan
The Long-Term Performance Plan, the material terms of which are described beginning on page 36, also provides for certain payments to the named
executive officers in the event of a termination of their employment or a change in control of the Company.
In the event of the total disability,
retirement or death of a participant after the completion of the first year of a performance period but prior to the end of a performance period, and in the event of the subsequent attainment of the performance goals applicable to such participant,
the participant (or the participants estate) is entitled to a pro-rata award based on the portion of the performance period completed by the participant.
In the event of a change in control, each participant is entitled to a pro-rata portion of the
participants target award for the performance period, based on the portion of the performance period completed.
The definition of
retirement is the same definition used for the Annual Bonus Plan, as described above. The definition of a change in control is the same definition used for the ORP, as described above.
Long-Term Performance Equity Plan
The Long-Term Performance
Equity Plan, the material terms of which are described on page 39, also provides for certain payments to Mr. Harrison in the event of a termination of his employment or a change in control of the Company.
In the event of Mr. Harrisons total disability, retirement or death after the completion of the first year of a performance period but prior to the
end of a performance period, and in the event of the subsequent attainment of the performance goals applicable to him, Mr. Harrison (or his estate) is entitled to a pro-rata award based on the portion of
the performance period completed by him.
In the event of a change in control, Mr. Harrison is entitled to a pro-rata portion of his target award for the performance period, based on the portion of the performance period completed.
The definition of retirement is the same definition used for the Annual Bonus Plan, as described above. The definition of a change in
control is the same definition used for the ORP, as described above.
VI. Pay Ratio Disclosure
The SEC rules require the Company to disclose annually (i) the median annual total compensation of all employees of the Company (excluding
Mr. Harrison, the Companys principal executive officer); (ii) the annual total compensation of Mr. Harrison; and (iii) the ratio of Mr. Harrisons annual total compensation to the median annual total compensation of
all employees of the Company (excluding Mr. Harrison).
Based on the methodology and material assumptions described below, the Company has estimated
these amounts to be as follows:
|
|
|
|
|
Median annual total compensation of all employees (excluding Mr. Harrison)
|
|
|
$ 55,940
|
|
Annual total compensation of Mr. Harrison
|
|
|
$12,467,192
|
|
Ratio of Mr. Harrisons annual total compensation to the median annual total compensation
of all other employees
|
|
|
223:1
|
|
To determine the median employee in 2020, the Company compiled a list of all employees (excluding Mr. Harrison) as of
December 15, 2020, sorted the list of employees by their taxable compensation for federal income tax purposes from the Companys payroll records for the 12-month period ended December 31, 2020
and selected the employee with the median taxable compensation amount. The Company annualized the taxable compensation of any full-time or part-time employees on the list who were not employed for the full year and did not include the value of non-taxable Company-provided benefits such as retirement plan contributions and medical and life insurance benefits. As of December 31, 2020, the Company had 15,836 employees.
The annual total compensation of Mr. Harrison is the total amount of his compensation presented in the 2020 Summary Compensation Table on page
42. The Company determined the annual total compensation of the median employee shown above using the same rules applicable to the completion of the 2020 Summary Compensation Table for Mr. Harrison and the other named executive
officers.
53