base annual salary plus pro-rata target bonus for 2015. We are also required to give Messrs. Wilson, Emery and Murphy 12 months of notice or pay in lieu of notice, which is not reflected in the table above. In the case of Messrs. Emery, Ekert and Minetola, they must execute, deliver and not revoke a separation agreement and general release in order to receive these benefits.
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Continuation of health, welfare and other benefits (Mr. Ekert only). Represents the actual payments to Mr. Ekert (or payments on his behalf) following his termination without cause and based on his execution, delivery and non-revocation of the separation agreement and general release, for continued health and welfare benefits (at active employee rates), financial planning benefits, in each case for one year, applicable tax assistance on such benefits, and outplacement benefits.
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Acceleration and continuation of equity awards. For the outstanding grants of RSUs, PSUs and stock options, upon a termination by us without cause, our currently-employed Named Executive Officers receive pro-rata vesting (in the case of the RSUs, since the last vesting date) for time served plus an additional 12 months, with PSUs based on the actual earnings per share result (which, for purposes of the table above, assumes a result at target, i.e. 100% based on performance through December 31, 2015, as assumed in the Company’s consolidated financial statements). As a result, a termination on December 31, 2015 results in 40.3% vesting (14.5/36ths) for RSUs and options (with the exception of the options granted to Mr. Minetola in September 2015, which are 14.5/48ths, or 30.2%) and 73.6% vesting (26.5/36ths) for PSUs (with the exception of the PSUs granted to Mr. Murphy in January 2015, which are 14.5/36ths, or 40.3% vesting). In addition, upon termination without cause or as a result of a constructive termination, in either case following a change in control, our currently-employed Named Executive Officers will vest in all previously unvested and outstanding RSUs, PSUs (at target) and options. Finally, any accelerated vesting of outstanding equity awards is subject to the executive’s execution of a suitable separation agreement and general release.
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Payments Upon Change in Control Alone. The change in control provisions in the current employment agreements and equity award agreements relating to outstanding awards for our currently-employed Named Executive Officers do not provide for any special vesting upon a change in control alone, and severance payments are made only if the executive suffers a covered termination of employment.
Compensation of Directors
As set forth below, some of our current directors receive compensation for their service as a director, and all of our directors receive reimbursement of expenses incurred from their attendance at meetings of our Board of Directors. Directors who are also our employees receive no separate compensation for service on the Board of Directors.
In connection with our IPO, our Board of Directors adopted a compensation program for our non-employee directors (the Independent Director Compensation Policy). Pursuant to the Independent Director Compensation Policy, certain members of our Board who are not our employees receive the following cash compensation for service as a Board member, as applicable:
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$75,000 per year for service as a Board member (other than the Chairman of the Board);
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$25,000 per year for service as chairperson of the Audit Committee and $20,000 per year for service as chairperson of the Compensation Committee or the Nominating and Corporate Governance Committee; and
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$10,000 per year for service as a member of the Audit Committee, $10,000 per year for service as a member of the Compensation Committee and $10,000 per year for service as a member of the Nominating and Corporate Governance Committee.
In addition, pursuant to the Independent Director Compensation Policy, certain of our non-employee directors (other than the Chairman of the Board of Directors) receive annual, automatic, non-discretionary grants of RSUs (with one-year cliff vesting) with an initial value of $125,000.
As compensation for his service as Chairman of our Board of Directors, Mr. Steenland receives $150,000 per year payable in cash and $325,000 payable in RSUs with one-year cliff vesting, which is inclusive of his services on any committees. In addition, effective March 1, 2016, Ms. Buse receives an additional $125,000 per year for her service on the Board of Directors of eNett International (Jersey) Limited, our majority-owned subsidiary.