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The following table sets forth certain information relating to the compensation of Mr. Colvin,
our Vice President, Corporate Human Resources, upon a change in control of our company and following
a termination of Mr. Colvin’s employment. Mr. Colvin 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
InvoluntaryNot
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
$1,060,822
Target Supplemental Plan
(3)
444,745
RestrictedStock
UnvestedandAccelerated
$393,808
393,808
$393,808
StockAppreciationRights
UnvestedandAccelerated
188,407
188,407
188,407
Performance ShareUnits
UnvestedandAccelerated
141,319
141,319
20,209
Benefits andPerquisites:
CashPaymentUnder Retirement Plans
321,656
Post‐terminationHealth&Life
Insurance
48,844
Life InsuranceProceeds
(4)
600,000
Disability
(5)
27,000
AccruedVacationPay
$26,538
$26,538
$26,538
26,538
26,538
Accounting and Legal Services
15,000
Outplacement Services
34,500
280GTaxGross‐up
651,496
Total:
$26,538
$26,538
$26,538
$723,534
$3,327,135
$1,255,962
(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) Present value of annuity commencing on retirement and paid monthly for 15 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.