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Advanced Medical Optics (EYE)
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EYE » Topics » Mr. Meier

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

Mr. Meier

 

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

    $ 3,000,000 (1)   $ 875,000    $ 875,000    $ 3,000,000 (4)

Equity Vesting(2)

      n/a       n/a      n/a      618,156  

Medical and Welfare Plan Coverage(3)

      10,431       4,413      10,431      35,640  

Transportation Allowance

      n/a       n/a      n/a      33,000  

Club Dues

      n/a       n/a      n/a      37,620  

Financial and Tax Planning Benefit

      n/a       n/a      n/a      25,080  

Outplacement

      n/a       n/a      n/a      21,600  

Excise Tax Gross-up

      n/a       n/a      n/a      1,541,662  
                              

Total

    $ 3,010,431     $ 879,413    $ 885,431    $ 5,312,758  
                              

 

(1)

AMO has a severance pay policy that applies to all U.S.-based employees. If Mr. Meier had been involuntarily terminated on 12/31/2007, he would have been eligible for eight and a half months of severance equal to $354,167 based on his seniority, were it not for his employment 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 employment agreement, the amount payable under standard AMO plans would be $729,167.

 

56

Table of Contents
This excerpt taken from the EYE DEF 14A filed Apr 17, 2007.

Mr. Meier

 

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

    $ 1,942,250 (1)   $ 799,750    $ 799,750    $ 2,742,000 (4)

Equity Vesting(2)

      n/a       n/a      n/a      482,788  

Medical and Welfare Plan Coverage(3)

      10,905       4,682      10,905      37,005  

Transportation Allowance

      n/a       n/a      n/a      33,000  

Club Dues

      n/a       n/a      n/a      37,620  

Financial and Tax Planning Benefit

      n/a       n/a      n/a      25,080  

Outplacement

      n/a       n/a      n/a      21,600  

Excise Tax Gross-up

      n/a       n/a      n/a      1,279,826  
                              

Total

    $ 1,953,155     $ 804,432    $ 810,655    $ 4,658,919  
                              

 

44

Table of Contents

(1)

AMO has a severance pay policy that applies to all US based employees. If Mr. Meier was involuntarily terminated on 12/31/2006, he would have been eligible for eight months of severance equal to $304,667 based on his seniority, were it not for his employment 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 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)

Absent the employment agreement, the amount payable under standard AMO plans would be $647,417.

EXCERPTS ON THIS PAGE:

DEF 14A
Apr 25, 2008
DEF 14A
Apr 17, 2007

RELATED TOPICS for EYE:

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