Benefits under this plan become vested and non-forfeitable after completion of three years of continuous employment. For any named executive officer who
retires with vested benefits under the plan, the compensation shown as Salary in the Summary Compensation Table for Fiscal Year 2022, beginning on page 41, would be considered eligible compensation in determining
benefits. See the discussion under Pension Account Plan on page 45, for more information about this plan.
In addition, all our named
executive officers participate in our Retirement Savings Plan (RSP), which is a qualified defined contribution plan. Any named executive officer who joined the Company after September 30, 2010, would not be eligible to participate
in the PAP. However, in lieu thereof, he or she would receive a fixed annual Company contribution (FACC) which is equal to 4% of his or her eligible earnings to the RSP. Ms. Hartsfield and Mr. Robbins receive this FACC.
See the discussion under Retirement Savings Plan on page 46 for more information about this plan.
Mr. Akers also participates in the
Supplemental Executive Retirement Plan (SERP), which provides retirement benefits (as well as supplemental disability and death benefits). A named executive officer who has participated in the plan for at least two years and who has
attained the age of 55 is entitled to a lump sum payment. The lump sum payment is actuarially equivalent to an annual supplemental pension in an amount that, when added to the annual retirement amount payable to him under the PAP, equals 60% of his
total cash compensation. The annual supplemental retirement amount will generally be equal to 60% of the sum of the amount of the participants last annual base salary and the amount of their last award under the Incentive Plan, subject to
reductions for less than ten years of employment with the Company and for retirement prior to age 62.
Mr. Forsythe, Ms. Hartsfield, Mr. McDill, and
Mr. Robbins participate in the Account Balance SERP, which is a non-qualified defined contribution plan, under which the Company currently provides an annual contribution of 25% of the participants
total annual earnings (base salary and incentive payment under our Incentive Plan) into a notional supplemental retirement account, as well as provides supplemental disability and death benefits.
The HR Committee believes that these retirement benefits are an important component of Total Rewards and are required to ensure that our overall executive compensation
package remains competitive with executive compensation packages offered by other major public companies in our industry. See the discussion under Retirement Plans, beginning on page 45, for more information on our retirement
benefits.
Change in Control Severance
Benefits. We have severance agreements in place with each of our named executive officers to provide certain severance benefits for them in the event of the termination of their
employment within three years following a change in control of the Company (as defined in the severance agreements and described generally in Change in Control Severance Agreements, beginning on page 48). The
severance agreement for each named executive officer generally provides that the Company will pay such officer as severance pay in one lump sum an amount equal to (a) 2.5 times their total cash compensation (annual base salary and the
higher of the last annual award under the Incentive Plan or the average of the three highest annual awards received under such plan) and (b) the total of (i) an amount that is actuarially equivalent to an additional three years of annual
age and service credits payable to the officer under the PAP or the FACC, as applicable, and (ii) an amount that is actuarially equivalent to an additional three years of Company matching contributions payable to the officer under the RSP.
In addition, each named executive officer would be paid (i) an amount that is generally actuarially equivalent to an additional 36 months of health and
welfare benefits and (ii) an amount that is actuarially equivalent to 36 months of accident and life insurance coverage, along with disability coverage. If the total of such lump sum severance payment results in the imposition of excise taxes
imposed by Section 4999 of the Internal Revenue Code (IRC), the named executive officer has the ability to elect to have the payment reduced to a level that will result in no payment of such excise tax. In lieu of reducing the
severance payment under the agreement, each named executive officer may elect to have the Company pay the full severance payment amount, thereby leaving such officer responsible for personally paying the excise tax penalties imposed on such
excess parachute payments.
The HR Committee believes that providing severance protection to our named executive officers following a change in control
is a key component to ensuring that our executive compensation program remains competitive and that our named executive officers remain engaged before and during any potential change in control transaction.