AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS
The following is a description of selected terms of the agreements that we have entered into with our NEOs, as such terms relate to the compensation reported and
described in this proxy statement.
Employment Agreement with Mr. Roberts
On July 26, 2017, we entered into a new employment agreement with Mr. Roberts, effective as of August 1, 2017. The employment agreement provides for an
initial term of employment through July 31, 2020, which term will be extended automatically by one additional day for each day that elapses after August 1, 2017 (so that the term of the agreement will always be three years), unless
otherwise terminated by either party in accordance with the employment agreement. The following describes Mr. Roberts employment agreement.
Base
Salary
. The agreement provides for a continuation of Mr. Roberts annual base salary rate as of August 1, 2017 through February 28, 2018. This amount is reviewed annually to determine whether an increase is appropriate for
the subsequent calendar year in the term of the agreement. If increased, Mr. Roberts salary may not be reduced, except under an overall plan to reduce the salaries of all our senior executive officers.
Annual Bonus
. Under the agreement, Mr. Roberts is eligible to receive an annual performance bonus, payable in cash, of a percentage of his base salary for
the applicable year. During the term of the agreement, Mr. Roberts bonus opportunity, expressed as a percentage of base salary, will be established by the Compensation Committee; however, the applicable target bonus percentage will not be
less than 300% if all performance targets are achieved.
Deferred Compensation
. The agreement entitles Mr. Roberts to receive an annual Company
contribution to our deferred compensation plans for each of the calendar years during the term of the agreement. The contribution amount is $4,432,366 for 2018, with annual contributions increasing by 5% each subsequent year during the term of the
agreement.
Employment Agreement with Mr. Cavanagh
We entered into a
new employment agreement with Mr. Cavanagh on December 21, 2018, which secures his employment through December 31, 2023. The following describes Mr. Cavanaghs employment agreement.
Base Salary
. The agreement provides for a salary of $2,300,000, effective January 1, 2019. This amount may be further increased in connection with any salary
increase program offered by us during the term of the agreement, on a basis consistent with that applicable to other employees at Mr. Cavanaghs level. Mr. Cavanaghs salary may not be reduced, other than as part of a salary
reduction program effected by us during the term of the agreement, on a basis consistent with that applicable to other employees at Mr. Cavanaghs level.
Annual Bonus
. Mr. Cavanagh is eligible to receive an annual performance bonus, payable in cash, of a percentage of his base salary for the applicable year.
During the term of his agreement, Mr. Cavanaghs applicable target bonus percentage will not be less than 300% if all performance targets are achieved.
Deferred Compensation
. The agreement entitles Mr. Cavanagh to receive an annual Company contribution to our deferred compensation plans for each of the
calendar years during the term of the agreement. The contribution amounts are $2,100,000 for 2019; $2,205,000 for 2020; $2,315,250 for 2021; $2,431,013 for 2022; and $2,552,564 for 2023.
Employment Agreement with Mr. Burke
On July 25, 2016, we amended
our employment agreement, dated as of December 16, 2009, with Mr. Burke, which secures his employment through August 31, 2020. The following describes Mr. Burkes employment agreement, as amended.
Base Salary
. The agreement provides for an annual base salary of $2,600,000 effective September 1, 2013 through February 28, 2014. This amount may be
further increased in connection with any salary increase program offered by us during the term of the agreement, on a basis consistent with that applicable to other employees at Mr. Burkes level. Mr. Burkes salary may not be
reduced, other than as part of a salary reduction program effected by us during the term of the agreement, on a basis consistent with that applicable to other employees at Mr. Burkes level.
Annual Bonus
. Mr. Burke is eligible to receive an annual performance bonus, payable in cash, of a percentage of his base salary for the applicable year.
During the term of the agreement, Mr. Burkes applicable target bonus percentage will not be less than 300% if all performance targets are achieved.
Deferred Compensation
. The agreement entitles Mr. Burke to receive an annual Company contribution to our deferred compensation plans for each of the calendar
years during the term of the agreement. The contribution amounts are $4,254,272 for 2018; $4,466,986 for 2019; and $4,690,335 for 2020.
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