Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Severance benefits are payable under the Policy only if the executive (a) is involuntarily terminated without "cause," (b) resigns as a result of a material diminution in authority, duties, or responsibilities or (c) resigns within two years after a change of control of the Company either because the executive is required to relocate his or her principal place of employment by more than 50 miles or because the sum of the executive's compensation is materially reduced. The Policy provides (i) for a lump sum cash severance payment equal to 1.5 times the sum of the executive's base salary and target cash incentive amount for the year of termination, (ii) for COBRA continuation coverage at the Company's expense for 18 months following termination, and (iii) that any stock options and restricted stock unit awards outstanding as of the termination date will continue vesting for 12 months following termination and that any outstanding performance share unit awards will vest pro rata after the end of the performance period based on actual performance. However, if the termination occurs within two years following a change of control of the Company, then all outstanding stock options and restricted stock units will become 100% vested upon such termination and performance share unit awards will be treated as required by the terms of the award agreement. As to each type of severance benefit provided by the Policy, if the executive is eligible for the same type of severance benefit under an employment or other agreement with the Company or an affiliate, then the executive will receive the benefits required by the agreement and will not receive those benefits under the Policy. To receive benefits under the Policy, the executive must execute a release in favor of the Company, which may include restrictive covenants.
The foregoing summary of the Policy and the amendments to
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