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59

The following table sets forth certain information relating to the compensation of Mr. Hinrichs,

our Vice President and Chief Financial Officer, upon a change in control of our company and following a

termination of Mr. Hinrichs’ employment. Mr. Hinrichs is not currently eligible for either early

retirement or normal retirement. Accordingly, the table omits terminations under those circumstances.

ExecutiveBenefits

andPayments

UponChange inControl or Termination

Voluntary

Termination

Involuntary

Not for Cause

Termination

(1)

For Cause

Termination

Change in

Controlwithout

Termination

Involuntaryor

GoodReason

Termination /

Change inControl

(2)

Deathor

Disability

Compensation:

Current Year SVAAnnual Cash Incentive

Payment of SVA fromPrior Years

TerminationPayment

$2,552,814

Target Supplemental Plan

(3)

286,446

RestrictedStock

UnvestedandAccelerated

$1,100,402

1,100,402

$1,100,402

StockAppreciationRights

UnvestedandAccelerated

353,598

353,598

353,598

Performance ShareUnits

UnvestedandAccelerated

393,808

393,808

54,311

Benefits andPerquisites:

CashPaymentUnder Retirement Plans

(4)

645,125

Post‐terminationHealth&Life Insurance

51,391

Life InsuranceProceeds

(5)

600,000

Disability

(6)

105,000

AccruedVacationPay

$36,538

$36,538

$36,538

36,538

36,538

Accounting and Legal Services

15,000

Outplacement Services

47,500

280GTax Cutback

Total:

$36,538

$36,538

$36,538

$1,847,808

$5,482,622 $2,249,849

(7)

(1) Assumes the executive’s employment is terminated by us without cause or by the executive with good reason not in connection with a change in

control of our company.

(2) Assumes the executive’s employment is terminated by us without cause or by the executive with good reason in connection with a change in

control of our company.

(3) Present value of annuity commencing on retirement and paid monthly for 15 years.

(4) Reflects a cash payment that is equal to the value of additional retirement benefits that the executive would have received if he remained

employed with us for an additional three years.

(5) Life insurance death benefit payable only in event of death. The amount shown reflects only the enhanced death benefits over those offered to

employees generally.

(6) Disability benefit payable only in event of disability. The amount shown reflects only the enhanced disability benefits that would be payable to the

executive over the course of a year compared with the disability benefits to which non‐executive officer salaried employees would receive over the

same period.

(7) The total amount shown is larger than the amount the executive would receive on a termination of employment in the event of death or disability

because it includes both amounts that would be payable only on death and amounts that would be payable only on disability.