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The following table sets forth certain information relating to the compensation of Mr.
Underwood, our Vice President, General Counsel and Secretary, upon a change in control of our
company and following a termination of Mr. Underwood’s employment. Mr. Underwood 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 in Control
(2)
Deathor
Disability
Compensation:
Current Year SVAAnnual Cash Incentive
Payment of SVA fromPrior Years
TerminationPayment
$1,327,284
Target Supplemental Plan
214,227
RestrictedStock
UnvestedandAccelerated
$821,533
821,533
$821,533
StockAppreciationRights
UnvestedandAccelerated
261,440
261,440
261,440
Performance ShareUnits
UnvestedandAccelerated
292,059
292,059
39,786
Benefits andPerquisites:
CashPaymentUnder Retirement Plans
(3)
472,544
Post‐terminationHealth&Life Insurance
48,844
Life InsuranceProceeds
(4)
600,000
Disability
(5)
57,000
AccruedVacationPay
$30,385
$30,385
$30,385
30,385
30,385
Accounting and Legal Services
15,000
Outplacement Services
39,500
280GTax Cutback
Total:
$30,385
$30,385
$30,385 $1,375,032
$3,522,816 $1,810,144
(6)
(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) 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.
(4) 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.
(5) 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.
(6) 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.