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We set forth below a description of the assumptions that we used in creating the tables above.
Unless otherwise noted, the descriptions of the payments below are applicable to all of the above tables
relating to potential payments upon termination.
Current Year SVA Annual Cash Incentive
In the event of a termination of the executive upon retirement, death, disability or in connection
with or upon a change in control of our company, the executive is entitled to receive a prorated portion
of the target award for the current year SVA. In the event of a voluntary termination other than
retirement, the executive is not entitled to a portion of the target award for the current year SVA.
Prior Year SVA Annual Cash Incentive Subject to Installment Payments
In the event of an involuntary termination not for cause or a termination of the executive upon
retirement, death, disability or following a change in control, the executive is entitled to receive the
balance of the SVA awards from prior years that have not been paid. Such amounts will be paid as soon
as practical following the termination. In the event of a voluntary termination, the executive is not
entitled to any deferred SVA awards from previous years.
Stock Options, Restricted Stock, Restricted Stock Units and Stock Appreciation Rights
Under our equity incentive plans, in the event of a termination for death, disability or
retirement, other than in connection with a change in control, our Board generally has discretion to fully
vest any unvested awards. The tables assume the Board exercises such discretion and fully vests the
stock options, SARs, restricted stock and restricted stock units. All unvested stock options, SARs,
restricted stock and restricted stock units are assumed for purposes of the tables to vest upon a change
in control.
Performance Share Units
Under our equity incentive plans, in the event of a termination for death, all outstanding
performance awards, including PSUs, will be paid following the end of the performance period based on
achievement of the performance goals as if the participant had not died, but prorated based on the
portion of the performance period completed at the time of death. In the event of a termination as a
result of disability, all outstanding PSUs will be paid based on the degree to which the applicable
performance goals have been attained, but prorated based on the portion of the performance period
that the participant has completed at the time of termination. Upon a change in control, unless the
acquiring or surviving entity assumes or replaces the outstanding PSUs, all such units for which the
performance period has not expired will be cancelled in exchange for a cash payment equal to the
amount that would have been due under the units if the performance goals measured at the time of the
change of control were to continue to be achieved at the same rate through the end of the performance
period, or if higher, assuming the target performance goals had been met at the time of the change of
control. The tables assume the payment would be at target.
Life Insurance Proceeds
Life insurance proceeds are the death benefits on company paid life insurance. No life insurance
payments will be made in connection with a termination for disability.