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(4) outplacement services provided by a vendor chosen by us and at our expense for 12 months
following the executive's termination of employment; and
(5) reimbursement by us of applicable COBRA premium payments following expiration of the
executive's company-provided medical, dental and/or vision coverage existing as of the executive's
termination date for eighteen (18) months or, if earlier, until the executive otherwise becomes eligible for
equivalent coverage under another employer's plan.
Payment of severance benefits under the Executive Severance Plan is conditioned upon the executive's
execution of a valid and effective release of claims. Payment of severance benefits will cease in the event during
the severance period the executive becomes self-employed or an employee of, or otherwise provides services for
compensation, to any person or entity. In addition, no executive is entitled to a duplication of benefits under the
Executive Severance Plan or any other severance plan of ours or our subsidiaries.
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 Executive Severance Plan.
Qualified Retirement
In the event an employee retires from employment at a time when the employee meets the criteria of a
"qualified retiree" under our standard terms and conditions for stock options, all unvested stock options held by
the employee at the time of termination will accelerate. In order to be a qualified retiree, an employee is
generally required to have at least five years of continuous service with us and, for stock options granted after
May 2006, in addition to having at least five years of continuous service with us, the employee must also be at
least age 65 at the time of retirement and his or her age plus total years of continuous service with us must total at
least 75.
If an employee meets the applicable "qualified retiree" criteria, the employee's stock options will remain
exercisable for three years after his or her retirement or until their earlier expiration but will immediately
terminate in the event the employee provides services to one of our competitors or otherwise competes with us.
In that event, we will have the right to recover any profits realized by the employee from exercising the stock
options during the six-month period prior to the date the employee commenced providing such services to a
competitor.
Death
In the event of an employee's death, the vesting of long-term incentive awards previously granted to the
employee will accelerate as described below.
For stock options, all unvested stock options held by the employee at the time of death will immediately
vest and be exercisable, and the stock options will remain exercisable for three years after the date of the
employee's death or until the earlier expiration of the stock option.
For awards of RSUs, a pro rata portion of the stock units due to vest on the next vesting date will
immediately vest based on the number of days that the employee was employed by us between the last
vesting date of the award and its next vesting date.
For acquisition and LTI PSU awards, a pro-rata portion of the award (based on the number of days that
the employee was employed by us during the applicable performance period) will remain outstanding and
eligible to vest based on actual achievement of the performance milestones over the performance period.
Calculation of Potential Payments upon Termination or Change in Control
The following table presents our estimate of the benefits payable to the named executive officers under the
agreements and plans described above in connection with certain terminations of their employment with us and/
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