Potential Payments upon Termination or Change of Control
Potential Payments Pursuant to Agreements in Place as of December 31, 2018.
As of December 31, 2018, Messrs. Miller and Bowers were our only two NEOs that had an employment agreement with us. The terms of their employment agreements are identical and provide for a cash payment in the event of their termination without Cause or resignation for Good Reason, both as defined in their employment agreements and including in the event of a change of control, or in the case of their death or disability. The cash payment is comprised of the following: (i) a pro-rated annual bonus for the year of termination based on the number of service months worked in the year divided by 12; (ii) the executive's annual salary and average bonus (based on bonuses paid over the last three years) times 2; and (iii) two years of continuing medical benefits (one year in the case of death or disability).
In addition, all of the participants in our Performance Share Program (including our NEOs) are entitled to receive a pro-rata share of any unvested Performance Share Program awards (see
Elements of 2018 Executive Compensation
-Long-term Incentive Compensation above) in the event of their termination without Cause or resignation and all of our employees' (including our NEOs') unvested Deferred Stock Unit Awards vest in the event of a change of control of the Company or upon the employees' retirement (defined as minimum age 62), termination without cause, death, or disability. Further, all of our salaried employees, including our NEOs, would receive the following types of accrued benefits upon termination of employment:
➢
any earned but unpaid annual salary, vacation or annual bonus for the year prior to termination;
➢
any un-reimbursed expenses;
➢
distribution of balances under our 401(k) plan;
➢
life insurance proceeds in the event of death; and
➢
disability insurance payouts in the event of disability.
The following table quantifies the potential cash or estimated equivalent cash value of amounts that would be payable to each NEO under the various termination scenarios described above, assuming the event occurred on December 31, 2018:
Name
|
|
|
Termination
Without
Cause
|
|
|
Resignation
For Good
Reason
|
|
|
Resignation
Without Good
Reason
|
|
|
Termination or
Resignation in
the Event of
Change-in-Control
|
|
|
Death or
Disability
|
|
Donald A. Miller, CFA
|
|
|
|
|
9,133,003
(1)
|
|
|
|
|
|
9,133,003
(1)
|
|
|
|
|
|
3,402,806
(6)
|
|
|
|
|
|
9,133,003
(1)
|
|
|
|
|
|
9,103,000
(1)
|
|
|
Robert E. Bowers
|
|
|
|
|
3,967,091
(2)
|
|
|
|
|
|
3,967,091
(2)
|
|
|
|
|
|
1,229,646
(7)
|
|
|
|
|
|
3,967,091
(2)
|
|
|
|
|
|
3,937,088
(2)
|
|
|
Christopher A. Kollme
|
|
|
|
|
526,225
(3)
|
|
|
|
|
|
297,285
(8)
|
|
|
|
|
|
297,285
(8)
|
|
|
|
|
|
526,225
(3)
|
|
|
|
|
|
526,225
(3)
|
|
|
C. Brent Smith
|
|
|
|
|
912,102
(4)
|
|
|
|
|
|
434,369
(9)
|
|
|
|
|
|
434,369
(9)
|
|
|
|
|
|
912,102
(4)
|
|
|
|
|
|
912,102
(4)
|
|
|
Robert K. Wiberg
|
|
|
|
|
813,838
(5)
|
|
|
|
|
|
471,767
(10)
|
|
|
|
|
|
471,767
(10)
|
|
|
|
|
|
813,838
(5)
|
|
|
|
|
|
813,838
(5)
|
|
|
(1)
Includes $5,469,310 representing the value of unvested equity awards that would vest upon each triggering event.
(2)
Includes $1,973,575 representing the value of unvested equity awards that would vest upon each triggering event.
(3)
Includes $526,225 representing the value of unvested equity awards that would vest upon each triggering event.
(4)
Includes $912,102 representing the value of unvested equity awards that would vest upon each triggering event.
(5)
Includes $813,838 representing the value of unvested equity awards that would vest upon each triggering event.
(6)
Includes $3,402,806 representing the estimated pro-rata value of unvested Performance Share Program awards that would vest upon each triggering event.
(7)
Includes $1,229,646 representing the estimated pro-rata value of unvested Performance Share Program awards that would vest upon each triggering event.
(8)
Includes $297,285 representing the estimated pro-rata value of unvested Performance Share Program awards that would vest upon each triggering event.
(9)
Includes $434,369 representing the estimated pro-rata value of unvested Performance Share Program awards that would vest upon each triggering event.
(10)
Includes $471,767 representing the estimated pro-rata value of unvested Performance Share Program awards that would vest upon each triggering event.