Under the CIC Severance Plan, if an NEO’s employment is terminated by us “without cause” or by the NEO “with good reason,” in each case, within two years following (or, in the case of a termination without cause, a 90-day period immediately preceding) a change in control (each, a “qualifying termination”), we will pay or provide the following lump sum cash severance payments:
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Severance pay equal to their current base salary plus a target bonus for the fiscal year employment terminates times a multiple (2.0 in the case of Mr. Batrack, 1.5 in the cases of Mr. Burdick and Dr. Shoemaker, and 1.0 in the cases of Messrs. Argus and Hopson)
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A pro rata target bonus for the year of termination, based on the number of days the NEO worked during the year
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The bonus the NEO earned for the year preceding the year of termination if such bonus has not yet been paid
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A payment equal to 102% of the cost of providing medical benefits (health, dental, and vision) to the NEO and their dependents substantially similar to those provided immediately prior to such termination date for 24 months (in the case of the Mr. Batrack), 18 months (in the cases of Mr. Burdick and Dr. Shoemaker), or 12 months (in the cases of Messrs. Argus and Hopson)
In addition, pursuant to the terms of the CIC Severance Plan, in connection with a qualifying termination, all outstanding and unvested stock options, restricted stock, and RSUs that vest solely based on continued employment will fully vest, and equity awards that vest in whole or in part on achievement of performance criteria will vest based on actual performance results. No outstanding or unvested equity awards held by our NEOs will automatically vest upon a change in control.
Under the terms of the CIC Severance Plan, if an NEO’s employment is terminated because of their death or disability, in each case, within two years following a change in control, we will pay a pro rata target bonus for the year of termination, based on the number of days the NEO worked during the year, together with the bonus the NEO earned for the year preceding the year of termination if such bonus has not yet been paid.
All severance payments described above are contingent on the execution of a release and continued compliance with the restrictive covenants set forth in the CIC Severance Plan (i.e., confidentiality and non-solicit of employees, clients, suppliers, licensees, or business relations for a post-termination period of 24 months for Mr. Batrack, 18 months for Mr. Burdick and Dr. Shoemaker, and 12 months for Messrs. Argus and Hopson).
Each NEO will also be paid or provided with any unpaid base salary, accrued vacation, and unreimbursed expenses through the date of their employment termination, together with any benefits to which the NEO is entitled under our benefits programs.
The payments and benefits provided for under the CIC Severance Plan will be reduced to the extent that they would trigger excise taxes under Section 4999 of the Internal Revenue Code, unless an NEO would be better off on an after-tax basis, after taking into account all taxes, receiving the full amount of the payments and benefits. In that case, the payments and benefits will not be reduced. In no event is the Company obligated to provide any tax gross-up or similar payment to the NEOs.
A “change in control” for purposes of the CIC Severance Plan generally consists of one or more of the following events:
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An acquisition by any person of beneficial ownership of securities representing 50% or more of the combined voting power of Tetra Tech’s voting securities (on one date or during any 12-month period)
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The consummation of a merger, reorganization, or consolidation if Tetra Tech’s stockholders (together with any trustee or fiduciary acquiring securities under any benefit plan) do not own more than 50% of the combined voting power of the merged, reorganized, or consolidated Company’s then outstanding securities (other than a recapitalization in which no person acquires more than 50% of the combined voting power of our outstanding securities)
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The consummation of a sale of all or substantially all Tetra Tech’s assets (other than a sale to an entity in which our stockholders own 50% or more of the voting securities of such entity)
“Good reason” for purposes of the CIC Severance Plan generally includes any of the following actions by Tetra Tech:
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A material diminution of the NEO’s base salary, annual bonus opportunity, or both
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A material diminution in the NEO’s authority, duties, or responsibilities
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A material diminution in the budget over which the NEO retains authority
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A material change in the geographic location at which the NEO must perform their services
An NEO will be entitled to terminate their employment for good reason only if they have provided Tetra Tech with notice of the occurrence of a condition described above within 60 days of its initial existence and we have failed to remedy such condition within