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restricted stock units, the participant will receive a distribution with respect to the restricted stock units
(including any stock units credited as dividend equivalents) in an equivalent number of shares of our common
stock in accordance with the participant's deferral election.
Potential Payments upon Termination or Change in Control
This section describes severance and change in control plans covering our named executive officers and
certain agreements we have entered into with some of our named executive officers that could require us to make
payments to the executives in connection with certain terminations of their employment with us and/or a change
in control.
Change in Control -- No Termination
Upon the occurrence of a "change in control," all unvested stock options, shares of restricted stock and
restricted stock units granted prior to September 2011 to an employee who was one of our executive officers at
the time of grant will immediately vest regardless of whether there has also been a termination of employment. In
addition, upon the occurrence of a change in control, all outstanding long-term performance cash awards granted
prior to September 2011 to an employee who was one of our executive officers at the time of grant will
immediately become payable in an amount equal to 100% of the target cash award granted to the officer. For
these purposes, "change in control" generally means an acquisition by any person or group of more than
one-third of our stock, certain majority changes in our board of directors over a period of not more than two
years, mergers and similar transactions that result in a 50% or greater change in our ownership, and certain
liquidations and dissolutions of the company. For a specific definition, please refer to the applicable stock plan or
form of award agreement as filed with the Securities and Exchange Commission.
For all other equity awards (including performance stock unit awards, awards granted to named executive
officers at a time when they were not also one of our executive officers, and awards granted after September
2011), if we dissolve or do not survive following a merger, business combination, or other reorganization, each
award generally will become fully vested (in the case of performance stock units, accelerated vesting will be
based on the target level of performance) unless the Compensation Committee provides for the assumption,
substitution, or other continuation or settlement of the award.
Unless otherwise determined by the Compensation Committee, any stock options that are vested prior to or
that become vested in connection with a transaction referred to above will generally terminate if not exercised
prior to the transaction.
Change in Control -- Termination Without Cause or For Good Reason
In addition to the change in control benefits described above, executive officers may be entitled to severance
benefits in the event of certain terminations of employment upon or following a change in control. These benefits
are provided under our Change of Control Severance Plan, which was adopted by our Board of Directors on
March 29, 2001. The severance benefits are payable if we or our subsidiaries terminate the employment of the
executive officer without "cause" or the employee voluntarily terminates his or her employment for "good
reason" within one year after a change of control or prior to and in connection with, or in anticipation of, such a
change.
For these purposes, "change in control" generally has the same meaning as described in the preceding
section. For these purposes, "cause" generally means the commission of certain crimes by the executive, the
executive's willful engaging in fraud or dishonest conduct, refusal to perform certain duties, breach of fiduciary
duty, or breach of certain other violations of company policy. For these purposes, "good reason" generally means
the assignment to the executive of materially inconsistent duties, a significant adverse change in the executive's
reporting relationship, certain reductions in compensation or benefits, and certain relocations of the executive's
employment. For the specific definitions of change in control, cause and good reason, please refer to the Change
of Control Severance Plan as filed with the Securities and Exchange Commission.
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