g.
To the extent that an NEO is retirement eligible, unvested Stock Options, RSUs and PSUs are treated as if the NEO has retired.
h.
Severance benefits consist of: one week of salary for each complete year of service, to a maximum of twenty-six weeks; pro-rata annual bonus based on service during the performance period (i.e. calendar year); three months of company-paid health care continuation coverage; limited outplacement assistance.
(4)
Upon termination of employment for Disability:
a.
Stock Option awards granted on or after January 1, 2017 are immediately vested and the time to exercise is limited to two years post-employment or the original expiration date of the award, whichever occurs first. Amount shown represents the in-the-money value of Stock Options for which vesting is accelerated, as of December 31, 2017.
b.
Stock Option awards granted prior to January 1, 2017 may be exercised during the one-year period following termination. During the one-year period, unvested Stock Options continue to vest in accordance with the three-year vesting schedule, as if the employee had not separated from service. Amount shown represents the in-the-money value of those Stock Options that would vest within the one-year period following December 31, 2017.
c.
RSUs granted on or after January 1, 2017 are immediately vested and paid out. Amount shown represents the value of all RSUs as of December 31, 2017 that are automatically vested and paid out.
d.
RSUs granted prior to January 1, 2017 are automatically vested and paid out. Amount shown represents the value of all RSUs as of December 31, 2017 that are automatically vested and paid out.
e.
PSUs granted on or after January 1, 2017 are pro-rated based on actual performance for service during the performance period. Amount shown represents the pro-rated number of units earned as of December 31, 2017 at the level of performance assumed and disclosed in the Outstanding Equity Awards at 2017 Fiscal Year-End table.
f.
PSUs granted prior to January 1, 2017 are pro-rated based on actual performance for service during the performance period. Amount shown represents the pro-rated number of units earned as of December 31, 2017 at the level of performance assumed and disclosed in the Outstanding Equity Awards at 2017 Fiscal Year-End table.
g.
To the extent that an NEO is retirement-eligible, unvested Stock Options, RSUs and PSUs are treated as if the NEO has retired.
(5)
Upon Retirement, NEOs are treated as if they had not separated from service and:
a.
Stock Options granted on or after January 1, 2017 continue vesting, but the time to exercise is limited to three years post-employment or the original expiration date of the award, whichever occurs first. Amount shown represents the in-the-money value of unvested Stock Options as of December 31, 2017.
b.
Stock Options granted prior to January 1, 2017 continue vesting in accordance with the three-year vesting schedule and the award holder retains the full term of the award in which to exercise. Amount shown represents the in-the-money value of unvested Stock Options as of December 31, 2017.
c.
RSUs granted on or after January 1, 2017 continue vesting. Amount shown represents the value of regular annual RSUs as of December 31, 2017.
d.
Regular annual RSUs granted prior to January 1, 2017 vest on the original schedule. Special or one-time RSU awards may be forfeited as specified in the terms and conditions. Amount shown represents the value of regular annual RSUs as of December 31, 2017.
e.
PSUs granted on or after January 1, 2017 are pro-rated based on actual performance for service during the performance period. Amount shown represents the pro-rated number of units earned as of December 31, 2017 at the level of performance assumed and disclosed in the Outstanding Equity Awards at 2017 Fiscal Year-End table.
f.
PSUs granted prior to January 1, 2017 are pro-rated based on actual performance for service during the performance period. Amount shown represents the pro-rated number of units earned as of December 31, 2017 at the level of performance assumed and disclosed in the Outstanding Equity Awards at 2017 Fiscal Year-End table.