Voluntary or
Termination
Termination
Termination
Following a
Component
for Cause
Death
Disability
Without Cause
Change in Control
Treatment of Stock
Stock Options Granted Stock Options--All
Stock Options--Shares Stock Options Granted Stock Options--All
Options
Prior to 2007--
options vest.
continue to vest
Prior to 2007--
options vest and in
Unvested shares are
pursuant to the
Unvested shares are
lieu of common stock
forfeited. For NEOs
original vesting
forfeited. For NEOs
issuable upon exercise,
age 55 or above,
schedule.
age 55 or above,
the NEOs are paid a
options remain
options remain
lump sum amount
exercisable for a
exercisable for a
equal to the number
maximum of 2 years
maximum of 2 years
of outstanding shares
(90 days for ISOs). For
(90 days for ISOs). For underlying the options
all other NEOs, the
all other NEOs, the
times the excess of the
options remain
options remain
closing stock price on
exercisable for
exercisable for
the date of termination
30 days.
30 days.
over the exercise
price.
Stock Options Granted
Stock Options Granted
in 2007 or After--For
in 2007 or After--For
NEOs age 55 or above
NEOs age 55 or above
with 15 years of
with 15 years of
service or age 60 or
service or age 60 or
above with 10 years of
above with 10 years of
service and who have
service and who have
signed a non
signed a non
competition
competition
agreement, unvested
agreement, unvested
options will continue
options will continue
to vest under the
to vest under the
normal schedule and
normal schedule and
options will remain
options will remain
exercisable for a
exercisable for a
maximum of 5 years
maximum of 5 years
(90 days for ISOs). For
(90 days for ISOs). For
all other NEOs, the
all other NEOs, the
same provisions as
same provisions as
those described above
those described above
for grants made prior
for grants made prior
to 2007 are applicable.
to 2007 are applicable.
Retirement Benefits
No additional benefits
No additional benefits
No additional benefits
CEO--Paid a lump
All NEOs--Paid a
received.
received.
received.
sum amount equal to
lump sum amount
an additional 2 years
equal to an additional
of service credited.
2 years of service
credited.
All Other NEOs--Paid
a lump sum amount
equal to an additional
1.25 to 1.5 years of
service credited.
Health and Welfare
No additional benefits
No additional benefits
Continue for period of
CEO--Continued for
All NEOs--Continued
Benefits
received.
received.
disability.
2 years.
for 2 years.
All Other NEOs--
Continued for 1.25 to
1.5 years.
Other Benefits
Financial planning
No additional benefits
No additional benefits
Outplacement benefits
Outplacement benefits
services valued at
received.
received.
valued at $20,000.
valued at $20,000.
$10,000 per year for
Long-term disability
Financial planning
Payment for excise
2 years.
payment of up to
services valued at
taxes incurred as a
$15,000 per month.
$10,000 per year for
result of Code
2 years.
Section 280G excess
payments, if
applicable.
A termination without cause will be triggered if the NEO is terminated in either an Actual Termination not for
cause or a Constructive Termination. An Actual Termination is any termination by the Corporation for reasons other
than death or disability or for cause or by the executive for reasons other than Constructive Termination. A Constructive
Termination means, in general terms, any significant reduction in duties, compensation or benefits or change of office
location from those in effect immediately prior to the change in control, unless agreed to by the executive.
51