Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
The Severance Agreement has a term commencing on
The Severance Agreement provides that if
a lump-sum severance payment (payable within 60 days after the date of such
termination) in an amount equal to the sum of: (i) one times (1x) (the
"Severance Multiple") the sum of (a) his annual base salary as in effect on the
termination date, plus (b) his target annual bonus for the fiscal year in which
? the termination date occurs, (ii) a prorated portion of his target annual bonus
for the partial fiscal year in which the termination date occurs, and (iii) if
the termination occurs after a fiscal year-end but before annual bonuses are
paid or determined for such fiscal year, an amount equal to such unpaid bonus
(if any), if determined, or the target bonus if bonuses have not yet been
determined (in any case, the "prior year bonus"); and
employer-paid continued health insurance coverage for a period ending on the
earlier of the twelve-month anniversary of such termination and the date on
? which he becomes eligible to receive comparable health insurance under a
subsequent employer's plan, as well as employer-paid outplacement services for
twelve months following his termination.
In the event of a termination of
In addition, subject to the terms and conditions of the Severance Agreement, in
the event of
Under the Severance Agreement, the severance payments and benefits payable upon
certain qualifying terminations of employment, as described above, are subject
to
The foregoing description of the Severance Agreement is qualified in its
entirety by the full text of the Severance Agreement, the form of which was
filed as Exhibit 10.56 to the company's Annual Report on Form 10-K for the
fiscal year ending
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