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The following table sets forth certain information relating to the compensation of Mr.
Schlemmer, our Chief Operating Officer, upon a change in control of our company and following a
termination of Mr. Schlemmer’s employment. Mr. Schlemmer 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
Control
without
Termination
Involuntaryor
GoodReason
Termination /
Change inControl
(2)
Deathor
Disability
Compensation:
Current Year SVAAnnual Cash Incentive
Payment of SVA fromPrior Years
TerminationPayment
$2,048,110
Management Plan
(3)
609,000
RestrictedStock
UnvestedandAccelerated
$1,220,994
1,220,994
$1,220,994
StockAppreciationRights
UnvestedandAccelerated
389,532
389,532
389,532
Performance ShareUnits
UnvestedandAccelerated
444,683
444,683
63,152
Benefits andPerquisites:
CashPaymentUnder Retirement Plans
(4)
717,951
Post‐terminationHealth&Life Insurance
48,844
Life InsuranceProceeds
(5)
600,000
Disability
(6)
165,000
AccruedVacationPay
$44,231
$44,231
$44,231
44,231
44,231
Accounting and Legal Services
15,000
Outplacement Services
57,500
280GTax Cutback
Total:
$44,231
$44,231
$44,231
$2,055,209
$5,595,845
$2,482,909
(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 two 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.