The term retirement is defined in the Annual Bonus Plan as a participants termination of
employment other than on account of death and (i) after attaining age 60, (ii) after attaining age 55 and completing 20 years of service or (iii) as the result of total disability. The definition of a change in control is the
same definition used for the ORP, as described above.
Long-Term Performance Plan
The Long-Term Performance Plan, the material terms of which are described beginning on page 35, also provides for certain payments to the named executive
officers in the event of a termination of their employment or a change in control.
In the event of the total disability, retirement or death of a
participant after the completion of the first year of a performance period but prior to the end of a performance period, and in the event of the subsequent attainment of the performance goals applicable to such participant, a participant (or the
participants estate) is entitled to a pro-rata award based on the portion of the performance period completed by the participant.
In the event of a change in control, each participant is entitled to a pro-rata portion of the
participants target award for the performance period, based on the portion of the performance period completed.
The definition of
retirement is the same definition used for the Annual Bonus Plan, as described above. The definition of a change in control is the same definition used for the ORP, as described above.
Long-Term Performance Equity Plan
The Long-Term Performance
Equity Plan, the material terms of which are described on page 38, also provides for certain payments to Mr. Harrison in the event of a termination of his employment or a change in control.
In the event of Mr. Harrisons total disability, retirement or death after the completion of the first year of a performance period but prior to the
end of a performance period, and in the event of the subsequent attainment of the performance goals applicable to him, Mr. Harrison (or his estate) is entitled to a pro-rata award based on the portion of
the performance period completed by him.
In the event of a change in control, Mr. Harrison is entitled to a pro-rata portion of his target award for the performance period, based on the portion of the performance period completed.
The definition of retirement is the same definition used for the Annual Bonus Plan, as described above. The definition of a change in
control is the same definition used for the ORP, as described above.
VI. Pay Ratio Disclosure
The SEC rules require the Company to disclose annually (i) the median annual total compensation of all employees of the Company (excluding
Mr. Harrison, the Companys principal executive officer); (ii) the annual total compensation of Mr. Harrison; and (iii) the ratio of Mr. Harrisons annual total compensation to the median annual total compensation of
all employees (excluding Mr. Harrison).
Based on the methodology and material assumptions described below, the Company has estimated these amounts to
be as follows:
|
|
|
|
|
Median annual total compensation of all employees (excluding Mr. Harrison)
|
|
$
|
45,254
|
|
Annual total compensation of Mr. Harrison
|
|
$
|
11,707,624
|
|
Ratio of Mr. Harrisons annual total compensation to the median annual total compensation
of all other employees
|
|
|
259:1
|
|
For 2019, the Company used the same median employee identified in 2017 to determine the median annual total compensation of all
employees (excluding Mr. Harrison). To determine the median employee in 2017, the Company compiled a list of all employees (excluding Mr. Harrison) as of December 31, 2017, sorted the list of employees by their taxable compensation
for federal income tax purposes from the Companys payroll records for the 12-month period ended December 31, 2017 and selected the employee with the median taxable compensation amount.
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