Potential Payments Upon Termination or Change-of-Control as of
December 31, 20182019The following table estimates the potential executive benefits and payments due to the NEOs upon certain terminations of employment or a Change-of-Control, assuming such events occurred on December 31,
2018.2019. These estimates reflect,
pre-amendment amounts that wereamong other arrangements, the terms of the Severance Policy as amended in
effect as of December 31, 2018.March 2019. These estimates do not reflect the actual amounts that would be paid to such persons, which would only be known at the time that they become eligible for payment and would only be payable if the specified event occurs.
| Involuntary termination by Company without cause or termination by executive for good reason ($) | Involuntary termination by Company for cause ($) | Qualifying termination in connection with a change of control ($) | Death ($)(4) | Termination as a result of disability ($)(5) |
Thomas A. Amato
| | | | | | | | | | | | | | | |
Cash payments(1) | | 1,300,000 | | | — | | | 2,600,000 | | | — | | | — | |
Value of restricted stock units(2) | | 1,591,688 | | | — | | | 4,394,372 | | | 4,394,372 | | | 4,394,372 | |
Value of stock options(3) | | 196,247 | | | — | | | 471,000 | | | 471,000 | | | 471,000 | |
Outplacement services | | 25,000 | | | — | | | 25,000 | | | — | | | — | |
Medical benefits | | 16,700 | | | — | | | 33,400 | | | 50,000 | | | — | |
Total | | 3,129,635 | | | — | | | 7,523,772 | | | 4,915,372 | | | 4,865,372 | |
| | | | | | | | | | | | | | | |
Robert J. Zalupski
| | | | | | | | | | | | | | | |
Cash payments(1) | | 693,000 | | | — | | | 2,079,000 | | | — | | | — | |
Value of restricted stock units(2) | | 1,422,164 | | | — | | | 2,368,390 | | | 2,368,390 | | | 2,368,390 | |
Value of stock options(3) | | — | | | — | | | — | | | — | | | — | |
Outplacement services | | 25,000 | | | — | | | 25,000 | | | — | | | — | |
Medical benefits | | 16,700 | | | — | | | 50,000 | | | 50,000 | | | — | |
Total | | 2,156,864 | | | — | | | 4,522,390 | | | 2,418,390 | | | 2,368,390 | |
| | | | | | | | | | | | | | | |
Joshua A. Sherbin
| | | | | | | | | | | | | | | |
Cash payments(1) | | 640,640 | | | — | | | 1,921,920 | | | — | | | — | |
Value of restricted stock units(2) | | 1,194,975 | | | — | | | 1,927,575 | | | 1,927,575 | | | 1,927,575 | |
Value of stock options(3) | | — | | | — | | | — | | | — | | | — | |
Outplacement services | | 25,000 | | | — | | | 25,000 | | | — | | | — | |
Medical benefits | | 16,700 | | | — | | | 50,000 | | | 50,000 | | | — | |
Total | | 1,877,315 | | | — | | | 3,924,495 | | | 1,977,575 | | | 1,927,575 | |
| Thomas A. Amato
| | | | | | | | | | | | | | | | |
| Cash payments(1) | | | 1,400,000 | | | — | | | 3,500,000 | | | — | | | — | ��� |
| Value of restricted stock units(2) | | | 3,292,648 | | | — | | | 6,576,940 | | | 6,576,940 | | | 6,576,940 | |
| Outplacement services | | | 25,000 | | | — | | | 25,000 | | | — | | | — | |
| Medical benefits | | | 16,700 | | | — | | | 41,750 | | | 50,000 | | | — | |
| Total | | | 4,734,348 | | | — | | | 10,143,690 | | | 6,626,940 | | | 6,576,940 | |
| | | | | | | | | | | | | | | | | |
| Robert J. Zalupski
| | | | | | | | | | | | | | | | |
| Cash payments(1) | | | 713,790 | | | — | | | 1,784,475 | | | — | | | — | |
| Value of restricted stock units(2) | | | 1,057,701 | | | — | | | 2,024,500 | | | 2,024,500 | | | 2,024,500 | |
| Outplacement services | | | 25,000 | | | — | | | 25,000 | | | — | | | — | |
| Medical benefits | | | 16,700 | | | — | | | 41,750 | | | 50,000 | | | — | |
| Total | | | 1,813,191 | | | — | | | 3,875,725 | | | 2,074,500 | | | 2,024,500 | |
| | | | | | | | | | | | | | | | | |
| Joshua A. Sherbin
| | | | | | | | | | | | | | | | |
| Cash payments(1) | | | 640,640 | | | — | | | 1,601,600 | | | — | | | — | |
| Value of restricted stock units(2) | | | 838,929 | | | — | | | 1,537,111 | | | 1,537,111 | | | 1,537,111 | |
| Outplacement services | | | 25,000 | | | — | | | 25,000 | | | — | | | — | |
| Medical benefits | | | 16,700 | | | — | | | 41,750 | | | 50,000 | | | — | |
| Total | | | 1,521,269 | | | — | | | 3,205,461 | | | 1,587,111 | | | 1,537,111 | |
| (1)
| Comprised of multiple of base salary as of December 31, 20182019 and applicable STI payments. The 20182019 STI bonus is not included as it was deemed for purposes of this table as earned as of December 31, 20182019 and is subject to company performance. Assumes that no accrued but unearned vacation pay is due. |
| (2)
| Restricted stock units include service-based units and performance-based stock units, and are either included on a pro-rata basis for the portion of the earnings period that has elapsed or on a fully-vested basis as required by the terms of the Severance Policy. In addition, the number of performance-based stock units included assumes the target metric would be achieved. Restricted stock units are valued at the market price of the Common Stock of $27.29$31.41 at December 31, 2018.2019. Messrs. Amato, Zalupski and Sherbin had 58,325, 52,113104,828, 33,674 and 43,78826,709 shares, respectively, that would have been vested upon an involuntary termination without cause or by executive for good reason as of December 31, 2018,2019, and (assuming target performance) 161,025, 86,786,209,390, 64,454, and 70,63348,937 shares, respectively, that would have been vested upon a qualifying termination in connection with a change-of-control, death or disability. |
| (3) | Stock options valued at the market price of the Company’s common stock of $27.29 at December 31, 2018, less the respective exercise price. Mr. Amato has 20,833 stock options that would be vested upon an involuntary termination by Company without cause or termination by executive for good reason and 50,000 stock options that would be vested upon a change-of-control termination or a termination due to death or disability. |
| (4)
| With respect to death, the Severance Policy provides that all obligations of the Company to make any further payments, except for accrued but unpaid salary and accrued but unpaid STI awards, terminate as of the date of the NEO’s death. Equity awards become 100% vested upon death. Each NEO’s dependents are eligible to receive reimbursement for the employee portion of COBRA premiums for a period not to exceed 36 months after the NEO’s date of death. |
| (5)(4)
| With respect to disability, the Severance Policy provides that all obligations of the Company to make any further payments, except for accrued but unpaid salary and accrued but unpaid annual STI awards, terminate on the earlier of (a) six months after the disability related termination or (b) the date the NEO receives benefits under the Company’s long-term disability program. Equity awards become 100% vested upon the disability termination. |
20192020 Proxy Statement
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