December 31, 2008 would be as follows: Mr. Zelnak,
$941,717 and $10,254,891, respectively; and Mr. Sipling,
$835,497 and $2,617,917, respectively. The other named executive
officers are not yet eligible for early retirement, but would
still be eligible for payments at age 55 at a reduced
benefit based on the number of years of service and the number
of years prior to age 65 at which the benefits began. The
present value of the Pension plan and SERP benefit,
respectively, for Ms. Lloyd, Mr. Nye and
Mr. Shephard, who are not yet retirement eligible, if they
had terminated on December 31, 2008 and began collecting
benefits at age 55 would be as follows: Ms. Lloyd,
$134,408 and $278,348, respectively; Mr. Nye, $0 and $0,
respectively; and Mr. Shephard, $361,825 and $828,579,
respectively. The amounts listed in the foregoing table are not
subject to any deduction for Social Security benefits or other
offset amounts.
Potential
Payments Upon Termination or Change of Control
The discussion and tables below reflect the amount of potential
payments and benefits to each of the named executive officers
at, following, or in connection with any termination of such
executives employment, including voluntary termination,
involuntary not-for-cause termination, for cause termination,
normal retirement, early retirement, in the event of disability
or death of the executive, and termination following a change of
control. The amounts assume that such termination was effective
as of December 31, 2008 and thus includes amounts earned
through such time and are estimates of the amounts that would
have been paid out to the executives upon their termination at
such time. The actual amounts to be paid out can only be
determined at the time of such executives actual
separation from the Corporation.
Payments Upon Any
Termination
.
Regardless of the manner in
which the employment of a named executive officer terminates, he
or she is entitled to receive the amounts earned during the term
of employment, including cash compensation earned during the
fiscal year, amounts contributed by the employee and the
Corporations matching contributions to the Performance
Sharing Plan, unused earned vacation pay and amounts accrued and
vested through the Corporations Pension Plan and
Supplemental Excess Retirement Plan.
Payments Upon Voluntary Termination
.
In
addition to the amounts described under the heading Payments
Upon Any Termination, upon a voluntary termination of
employment, the named executive officer would be entitled to
receive the lower of the amount of cash contributed to the
Incentive Stock Plan or the current market value of the common
stock units credited to the employee measured by the New York
Stock Exchange closing price of the Corporations common
stock on the date of termination.
Payments Upon Involuntary Not-For-Cause
Termination
.
In addition to the amounts
described under the heading Payments Upon Any Termination, upon
an involuntary termination of employment not for cause, the
named executive officer would be entitled to receive a prorated
share of the common stock units credited to him or her under the
Incentive Stock Plan paid out as shares of common stock and the
remaining cash contribution invested by the employee in the
plan. For those named executive officers with restricted stock
unit awards that were granted in connection with the
Corporations succession planning, the terms of the
outstanding awards would be unaffected by such termination.
Payments Upon Involuntary For-Cause
Termination
.
In the event of involuntary
termination for cause, which is defined in the Employment
Protection Agreement and the Stock-Based Award Plan, the named
executive officer would be entitled to receive the payments and
benefits described under the heading Payments Upon Voluntary
Termination.
Payments Upon Retirement
.
In the event
of the retirement at age 62 or above of a named executive
officer, in addition to the items described under the heading
Payments Upon Any Termination, the executive will continue to
hold all outstanding options unaffected by the retirement and
retain such options for the remainder of the outstanding term;
will continue to hold all awards of performance-based restricted
stock unit
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