Incremental Payments on Termination or a Change of Control
Named executive officers are not entitled to receive any incremental benefits or accelerated benefits that are different in scope, terms
or operation than what are generally available to our salaried employees who are eligible to participate in our various compensation plans. We have no contractual obligation to pay severance to any of our named executive officers in the event of a
termination. Post-termination arrangements are considered on a case-by-case basis, and we will consider such arrangements if we require transitional services and/or non-competition or non-solicitation covenants.
If a
named executive officer terminates employment as a result of death or disability, then all restrictions on restricted stock will lapse and performance units awarded in 2016 and 2017 will vest at target. In the event of death, (a) TSR units
awarded in 2018 and 2019 will vest on the date of death and pay out a pro-rated portion through the date of death of the holder, based upon actual performance through the date of death; and (b) ROIC units
awarded in 2018 and 2019 will vest on the date of death and pay out based upon actual performance through the calendar year preceding the date of death (or at the target level if the date of death is before the end of the first year of the
performance period). In the event of disability, (a) the TSR units awarded in 2018 and 2019 will not vest early and will pay out a pro-rated portion through the date of disability based upon performance
through the entire performance period; and (b) ROIC units awarded in 2018 and 2019 will not vest early and will pay out on the fourth anniversary of the award date based upon actual performance through the entire performance period.
Based on the closing market price of our common stock of $111.99 on the New York Stock Exchange on December 31, 2019, the last
trading day of the year, (i) the value of unvested restricted stock and performance units held by each named executive officer that would vest as a result of death on December 31, 2019 was: Mr. Kowlzan, $22,744,953;
Mr. Hassfurther, $15,066,965; Mr. Mundy, $4,918,829; Mr. Carter, $4,797,509; and Mr. Shirley, $1,881,902; and (ii) the value of unvested restricted stock and performance units held by each named executive officer that would
vest as a result of disability on December 31, 2019 was: Mr. Kowlzan, $22,881,923; Mr. Hassfurther, $15,161,698; Mr. Mundy, $4,940,968; Mr. Carter, $4,827,187; and Mr. Shirley, $1,854,157. The value of performance units
awarded in 2018 and 2019 that would vest as a result of disability on December 31, 2019 is not determinable because the payout of those awards would depend on actual performance through the end of the performance period; accordingly, we have
assumed that performance units will vest at the target level for purposes of the calculation made in clause (ii) of the previous sentence.
Our equity awards include double-trigger change-of-control provisions for restricted stock and performance units if a
qualifying substitute equity award is made. Based on the closing market price of our common stock of $111.99 on the New York Stock Exchange on December 31, 2019, the last trading day of the year, the value of unvested restricted stock and
performance units held by each named executive officer that would vest either as a result of death or disability if the officer terminated or resigned for good reason within two years after, the change of control, or if a qualifying substitute
equity award was not awarded to such officer was: Mr. Kowlzan, $26,000,776; Mr. Hassfurther, $17,318,966; Mr. Mundy, $5,741,160; Mr. Carter, $5,502,996; and Mr. Shirley, $2,311,840.
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