For each of the named executive officers, the severance benefits generally consist of the following:
(1) a lump sum payment equal to two times the sum of the officer's annual base compensation plus the
target bonus as in effect immediately prior to the change in control or as in effect on the date of notice of
termination of the officer's employment with us, whichever is higher;
(2) 100% vesting of any unvested stock options granted to the officer by us;
(3) extension of the period during which the officer may exercise his or her stock options to the longer
of (a) 90 days after the date of termination of his or her employment and (b) the period specified in the plan
or agreement governing the options;
(4) continuation for a period of 24 months of the same or equivalent life, health, hospitalization, dental
and disability insurance coverage and other employee insurance or welfare benefits, including equivalent
coverage for the officer's spouse and dependent children, and a car allowance equal to what the officer was
receiving immediately prior to the change in control, or a lump sum payment equal to the cost of obtaining
coverage for 24 months if the officer is ineligible to be covered under the terms of our insurance and welfare
benefits plans; and
(5) a lump sum payment equal to the amount of in-lieu payments that the officer would have been
entitled to receive during the 24 months after termination of his or her employment if, prior to the change in
control, the officer was receiving any cash-in-lieu payments designed to enable the officer to obtain
insurance coverage of his or her choosing.
Any health and welfare benefits will be reduced to the extent of the receipt of substantially equivalent
coverage by the officer from any successor employer.
The acquisition and LTI PSU awards granted to Messrs. Milligan, Nickl, Leyden and Cordano in fiscals
2012 and 2013 provide for accelerated vesting at target in the event of a termination of employment under
circumstances that give rise to severance benefits under the Change of Control Severance Plan.
Involuntary Termination Without Cause -- No Change in Control
Our Board of Directors adopted an Executive Severance Plan on February 16, 2006, which provides for
certain severance benefits in the event an executive's employment is terminated without "cause." For these
purposes, "cause" generally has the meaning described in the preceding section. For the specific definition of
cause, please refer to the Executive Severance Plan as filed with the Securities and Exchange Commission.
Participants in the Executive Severance Plan include members of our senior management who our Board of
Directors or Compensation Committee has designated as a Tier 1 Executive, Tier 2 Executive or Tier 3
Executive. The level of severance benefits payable under the Executive Severance Plan depend upon the
executive's designated Tier. The Compensation Committee has designated each of our named executive officers
as a Tier 1 Executive under our Executive Severance Plan.
The Executive Severance Plan provides that a Tier 1 Executive such as each of our named executive officers
will receive the following severance benefits in the event we terminate the executive's employment without
cause:
(1) severance equal to the executive's monthly base salary multiplied by twenty-four (24), generally
payable in monthly installments over twenty-four (24) months following separation;
(2) a lump sum pro-rata bonus payment minus applicable taxes under our bonus program for the bonus
cycle in which the executive's termination date occurs (determined based on the number of days in the
applicable bonus cycle during which the executive was employed (not to exceed six months) and assuming
100% of the performance targets subject to the bonus award are met regardless of actual funding by us);
(3) acceleration of the vesting of the executive's then outstanding equity awards that are subject to
time-based vesting to the extent such equity awards would have vested and become exercisable or payable,
as applicable, if the executive had remained employed for an additional six months;
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