If an executives employment is terminated by us without cause or by the executive for good reason (as defined in the employment
agreement) and during a change of control period, the executive will be entitled to (i) a lump sum cash payment equal to the Accrued Amount, (ii) a lump sum cash payment equal to three times the executives annual base salary, in the
case of Mr. DeBerry, and two times the annual base salary, in the case of Messrs. Bird, Webster and Kumar, (iii) a lump sum cash payment equal to a pro rata portion of the greater of the annual cash incentive target for the year of
termination or the average annual cash incentive paid for the three most recent performance periods (as defined in the employment agreement), (iv) a lump sum cash payment in an amount equal to three times, in the case of Mr. DeBerry, and
two times, in the case of Messrs. Bird, Webster and Kumar, the greater of the annual cash incentive target for the year of termination or the average annual cash incentive paid for the three most recent performance periods (as defined in the
employment agreement), (v) immediate vesting of any stock options, restricted stock and performance units previously granted to the executive and outstanding as of the time immediately prior to the date of his termination, and
(vi) continued medical, dental and life insurance coverage until the earlier of the executives receipt of equivalent coverage and benefits under other plans of a subsequent employer or three years, in the case of Messrs. DeBerry and
Gariepy, or two years, in the case of Messrs. Bird, Webster and Kumar.
If an executives termination is with cause at any time,
other than for good reason during a change of control period (as defined in the employment agreement) or due to death or disability, the executive will be entitled to (i) a lump sum cash payment equal to the Accrued Amount and (ii) the
provision of deferred compensation and other employee benefits otherwise due.
Each executive is also subject to a perpetual covenant not
to use or disclose our trade secrets or confidential information and non-competition and non-solicitation covenants during the term of his employment and for 12 months
following his termination.
In the event the
change-of-control severance benefits payable to the executive under the employment agreement subject the executive to the parachute payment excise tax under
Section 4999 of the Code (Excise Tax) and the amount of the parachute payment, reduced by all federal, state and local taxes applicable thereto, including the Excise Tax, was less than the amount the executive would receive if he
were paid three times his base amount, as defined in Section 280G(b)(3) of the Code, less $1.00 (the safe-harbor amount), reduced by all federal, state and local taxes applicable thereto, then the aggregate of the
amounts constituting the parachute payment would be reduced to the safe-harbor amount. No Excise Tax gross-up payment will be made to or on behalf of the executive by us.
Separation Agreement - Mr. Gariepy
In connection with Mr. Gariepys retirement as our Senior Vice President and Chief Operating Officer, we and Mr. Gariepy agreed
that Mr. Gariepys employment terminated effective March 1, 2019 (the Separation Date) under circumstances entitling him to severance under his employment agreement discussed above under Employment Agreements
with Executive Officers and a separation agreement and release we entered into with Mr. Gariepy, effective as of the Separation Date (the Separation Agreement). Pursuant to the terms of the Separation Agreement,
Mr. Gariepy received (i) a lump sum cash payment equal to Mr. Gariepys base salary through the Separation Date together with compensation for accrued vacation time, (ii) a $1,125,000 lump sum cash payment equal to two times
Mr. Gariepys annual base salary, (iii) a lump sum cash payment equal to $482,800, Mr. Gariepys annual cash incentive for the fiscal year ended December 31, 2018, based on actual performance results,
(iv) immediate vesting of the restricted stock previously granted to Mr. Gariepy and outstanding as of the time immediately prior to the Separation Date, valued at $1,732,213 based on the closing price of our common stock on the vesting
date, (v) continued vesting of performance units outstanding as of the time immediately prior to the Separation Date based on actual results at the end of the relevant performance period and without any
pro-rata adjustment for early termination, and (vi) continued medical, vision, dental and life insurance coverage until the earlier of Mr. Gariepys receipt of equivalent coverage and benefits
under other plans of a subsequent employer or three years, valued at $57,767 based on the annual cost of insurance to the Company net of premiums paid by Mr. Gariepy with an assumed annual growth rate for such insurance costs and discounted to
a present value. These benefits were in lieu of any of the benefits provided for under Mr. Gariepys employment agreement.
38 2020 Proxy Statement