EYE » Topics » Dr. Heidrich

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. Heidrich’s 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 AMO’s expense in providing benefits.

 

(4)

Annual estimate based on AMO’s 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. Heidrich’s 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 AMO’s expense in providing benefits.

 

(4)

Annual estimate based on AMO’s 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.

 

45


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