EYE » Topics » Mr. Lambert

These excerpts taken from the EYE 10-K filed Feb 24, 2009.

Mr. Lambert

Mr. Lambert joined the Company in October 2007 as Executive Vice President and Chief Financial Officer. Mr. Lambert’s offer letter (the “Lambert Offer Letter”) includes a severance agreement that provides that, if Mr. Lambert is terminated for anything other than “cause,” he will receive a severance payment equal to twelve months of base pay, a prorated management bonus (determined as if all corporate targets were achieved and prorated for completed months of employment in the plan year, divided by twelve) (effective July 1, 2009, if Mr. Lambert is deemed to be a “covered employee” for purposes of Section 162(m) of the Code, the annual incentive award is similarly prorated but is instead based on actual corporate performance for the applicable performance year during which the termination occurred), and twelve months of health care benefit continuation. For this purpose, “cause” is defined as: (i) willful refusal to comply with a lawful, written instruction by the Company’s Chief Executive Officer or the board of directors, so long as the instruction is consistent with the scope and responsibilities of his position prior to termination; (ii) dishonesty that results in a material financial loss to the Company or material injury to its public reputation; or (iii) conviction of any felony involving an act of moral turpitude.

 

143


Table of Contents

Mr. Lambert

SIZE="2">Mr. Lambert joined the Company in October 2007 as Executive Vice President and Chief Financial Officer. Mr. Lambert’s offer letter (the “Lambert Offer Letter”) includes a severance agreement that provides that, if
Mr. Lambert is terminated for anything other than “cause,” he will receive a severance payment equal to twelve months of base pay, a prorated management bonus (determined as if all corporate targets were achieved and prorated for
completed months of employment in the plan year, divided by twelve) (effective July 1, 2009, if Mr. Lambert is deemed to be a “covered employee” for purposes of Section 162(m) of the Code, the annual incentive award is
similarly prorated but is instead based on actual corporate performance for the applicable performance year during which the termination occurred), and twelve months of health care benefit continuation. For this purpose, “cause” is defined
as: (i) willful refusal to comply with a lawful, written instruction by the Company’s Chief Executive Officer or the board of directors, so long as the instruction is consistent with the scope and responsibilities of his position prior to
termination; (ii) dishonesty that results in a material financial loss to the Company or material injury to its public reputation; or (iii) conviction of any felony involving an act of moral turpitude.

STYLE="margin-top:0px;margin-bottom:0px"> 


143







Table of Contents


Severance and General Release Agreements with Messrs. Post and Trenary and Ms. Rady

On November 14, 2008, the Company notified Messrs. Post and Trenary and Ms. Rady that their employment would be terminated
in connection with the workforce reduction approved by the board of directors on November 14, 2008. In connection with these terminations, these officers’ respective employments terminated on December 31, 2008. Under the Severance and
General Release Agreements between the Company and each of Messrs. Post and Trenary and Ms. Rady, severance will be paid as if the officers were terminated without cause in accordance with the terms of their employment agreements.

Under the terms of the Severance and General Release Agreements, however, the change in control terms under each executive’s
employment agreement regarding the effect of a change in control remain in effect for 120 days following the effective date of their respective terminations. Because a change in control may occur within the 120 day period after
December 31, 2008, each of Messrs. Post and Trenary and Ms. Rady may be entitled to change in control benefits in addition to the severance benefits provided under the terms of their Severance and General Release Agreements.

Mr. Lambert

SIZE="2">Mr. Lambert joined the Company in October 2007 as Executive Vice President and Chief Financial Officer. Mr. Lambert’s offer letter (the “Lambert Offer Letter”) includes a severance agreement that provides that, if
Mr. Lambert is terminated for anything other than “cause,” he will receive a severance payment equal to twelve months of base pay, a prorated management bonus (determined as if all corporate targets were achieved and prorated for
completed months of employment in the plan year, divided by twelve) (effective July 1, 2009, if Mr. Lambert is deemed to be a “covered employee” for purposes of Section 162(m) of the Code, the annual incentive award is
similarly prorated but is instead based on actual corporate performance for the applicable performance year during which the termination occurred), and twelve months of health care benefit continuation. For this purpose, “cause” is defined
as: (i) willful refusal to comply with a lawful, written instruction by the Company’s Chief Executive Officer or the board of directors, so long as the instruction is consistent with the scope and responsibilities of his position prior to
termination; (ii) dishonesty that results in a material financial loss to the Company or material injury to its public reputation; or (iii) conviction of any felony involving an act of moral turpitude.

STYLE="margin-top:0px;margin-bottom:0px"> 


143







Table of Contents


Severance and General Release Agreements with Messrs. Post and Trenary and Ms. Rady

On November 14, 2008, the Company notified Messrs. Post and Trenary and Ms. Rady that their employment would be terminated
in connection with the workforce reduction approved by the board of directors on November 14, 2008. In connection with these terminations, these officers’ respective employments terminated on December 31, 2008. Under the Severance and
General Release Agreements between the Company and each of Messrs. Post and Trenary and Ms. Rady, severance will be paid as if the officers were terminated without cause in accordance with the terms of their employment agreements.

Under the terms of the Severance and General Release Agreements, however, the change in control terms under each executive’s
employment agreement regarding the effect of a change in control remain in effect for 120 days following the effective date of their respective terminations. Because a change in control may occur within the 120 day period after
December 31, 2008, each of Messrs. Post and Trenary and Ms. Rady may be entitled to change in control benefits in addition to the severance benefits provided under the terms of their Severance and General Release Agreements.

This excerpt taken from the EYE DEF 14A filed Apr 25, 2008.

Mr. Lambert

 

Executive Benefits and Payments Upon Termination

   Termination
by AMO
Without
Cause
    Termination
by AMO
Without
Cause or by
NEO for
Good
Reason
(Change in
Control)
 

Cash Payment

   $ 562,500 (1)   $ 1,125,000 (4)

Equity Vesting(2)

     n/a       122,650  

Medical and Welfare Plan Coverage(3)

     10,431       21,684  

Transportation Allowance

     n/a       22,000  

Club Dues

     n/a       0  

Financial and Tax Planning Benefit

     n/a       12,800  

Outplacement

     n/a       14,400  

Excise Tax Gross-up

     n/a       0  
                

Total

   $ 572,931     $ 1,318,534  
                

 

(1)

AMO has a severance pay policy that applies to all U.S.-based employees. If Mr. Lambert had been involuntarily terminated on 12/31/2007, he would have been eligible for eight months of severance equal to $250,000 based on his seniority, were it not for his severance agreement.

 

(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)

Absent the severance agreement with Mr. Lambert, the amount payable under standard AMO plans would be $437,500.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki