This excerpt taken from the EYE DEF 14A filed Apr 25, 2008.
Dr. Heidrich
Executive Benefits and Payments Upon Termination
Termination by AMO Without Cause or by the NEO for Good Reason
Termination as a Result of Death
Termination as a Result of Disability
Termination by AMO Without Cause or by NEO for Good Reason (Change
in Control)
Cash Payment(1)(6)
$
2,647,025
$
789,017
$
789,017
$
2,647,025
Equity Vesting(2)
n/a
n/a
n/a
350,288
Medical and Welfare Plan Coverage(3)
10,895
10,895
10,895
32,685
Transportation Allowance(4)
n/a
n/a
n/a
109,170
Club Dues
n/a
n/a
n/a
n/a
Financial and Tax Planning Benefit
n/a
n/a
n/a
n/a
Outplacement
n/a
n/a
n/a
21,600
Excise Tax Gross-up(5)
n/a
n/a
n/a
n/a
Total
$
2,657,920
$
799,912
$
799,912
$
3,139,168
(1)
Dr. Heidrichs salary data has been converted to U.S.
dollars from euros using the currency conversion average rate for calendar year 2007 (1.37).
(2)
Represents the in-the-money value of stock options
accelerated by virtue of a change in control and the market value of restricted stock and restricted stock units vested by virtue of a change in control, assuming an acquisition deal price of $24.53. Options held in a trust are assumed to be
attributable to the executive. All option, restricted stock unit and restricted stock holders would be entitled to vesting on the same terms, except that the employment agreement allows the executive the full term to exercise stock options, whereas
other option holders generally have 90 days after termination of employment to exercise their vested options.
(3)
Represents AMOs expense in providing benefits.
(4)
Annual estimate based on AMOs 2007 cost of car lease,
insurance and car taxes.
(5)
Dr. Heidrich is not eligible for excise tax gross-up as he
is based in Germany and is not generally subject to US taxes.
(6)
Amount is determined over five-year period prior to estimated
change in control date, and average exchange rate for each calendar year is used.
This excerpt taken from the EYE DEF 14A filed Apr 17, 2007.
Dr. Heidrich
Executive Benefits and Payments Upon Termination
Termination by AMO Without Cause or by the NEO for Good Reason
Termination as a Result of Death
Termination as a Result of Disability
Termination by AMO Without Cause or by NEO for Good Reason (Change
in Control)
Cash Payment(1)(6)
$
1,738,450
$
738,246
$
738,246
$
2,326,086
Equity Vesting(2)
n/a
n/a
n/a
330,181
Medical and Welfare Plan Coverage(3)
10,289
10,289
10,289
30,867
Transportation Allowance(4)
n/a
n/a
n/a
105,210
Club Dues
n/a
n/a
n/a
n/a
Financial and Tax Planning Benefit
n/a
n/a
n/a
n/a
Outplacement
n/a
n/a
n/a
21,600
Excise Tax Gross-up(5)
n/a
n/a
n/a
n/a
Total
$
1,748,739
$
748,535
$
748,535
$
2,813,944
(1)
Dr. Heidrichs salary data has been converted to U.S. dollars from euros using the currency
conversion average rate for calendar year 2006 (1.25622).
(2)
Represents the in-the-money value of stock options accelerated by virtue of a change in
control and the market value of restricted stock vested by virtue of a change in control, assuming an acquisition deal price of $35.20. Options held in a trust are assumed to be attributable to the executive. All option and restricted stock holders
would be entitled to vesting on the same terms, except that the employment agreement allows the executive the full term to exercise stock options, whereas other option holders generally have 90 days after termination of employment to exercise their
vested options.
(3)
Represents AMOs expense in providing benefits.
(4)
Annual estimate based on AMOs 2006 cost of car lease, insurance and car taxes.
(5)
Dr. Heidrich is not eligible for excise tax gross-up as he is based in Germany and is not generally
subject to US taxes.
(6)
Base amount is determined over five year period prior to estimated change in control date, and average
exchange rate for each calendar year is used.