This excerpt taken from the EYE 10-K filed Feb 24, 2009.
Termination by the Company without Cause or by the Executive for Good Reason. In the event that the executive is terminated by the Company other than for cause, or if the executive terminates his employment for good reason, the executive will receive severance pay that includes: (i) a prorated portion of the executives annual incentive award paid out at target (effective July 1, 2009, if the executive 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); (ii) a lump sum amount representing the executives unused accrued vacation time (at his or her base salary rate) through the date of termination; (iii) continued medical and other welfare plan coverage (upon the same terms as are generally applied from time to time for similarly situated executive employees) for the executive and his eligible dependents for twelve months following the date of such a termination; (iv) expenses incurred by the executive prior to the date of such a termination, to the extent that such expenses would otherwise be reimbursable under the agreement; and (v) a severance payment calculated by multiplying the executives annual compensation by two (three in the case of Mr. Mazzo).
For the purposes of this severance payment calculation, the executives annual compensation is defined as the sum of: (i) the higher of the executives then-current base salary or his highest annual salary within the five year period ending at the time of his or her termination; plus (ii) a management incentive plan increment, which is equal to the higher of 100% of his or her then-current annual target incentive award or the average of the two highest of the last five annual incentive awards paid by the Company to the executive. Effective July 1, 2009, if the executive is deemed to be a covered employee for purposes of the Code, the executives annual compensation is defined as the sum of: (i) the higher of the executives then-current base salary or highest annual salary within the five year period ending at the time of his or her termination; plus (ii) a management incentive plan increment, which is equal to the average of the two highest of the last five annual incentive awards paid by the Company to the executive.
The employment agreements define cause to include: (i) willful and continued refusal to comply with a lawful, written instruction of the board of directors, so long as the instruction is consistent with the scope and responsibilities of the executives position prior to termination; (ii) willful misconduct that results in a material financial loss to the Company or material injury to its public reputation; or (iii) conviction of any felony.
The employment agreements also define good reason to include: (i) a material reduction or material adverse change in the executives overall compensation; or (ii) a material change in duties, such material change defined as any substantial diminution or adverse modification in the executives overall position, responsibilities, or reporting relationship, or a transfer of job location to a site that is more than fifty miles away from the executives
then-current place of employment. In order to have good reason, moreover, the executive, within sixty days of the occurrence of the applicable good reason event, must provide written notice to the Company in the form of a notice of resignation that, from the executives viewpoint, specifies the circumstances constituting grounds for such good reason. In such a case, the Company shall be afforded sixty days to establish, to the reasonable satisfaction of the executive, that the good reason circumstances cited in the notice of resignation were not present on the date of such notice of resignation or are no longer present, in which case the executive will not terminate the employment relationship.
Termination by the Company with Cause or by the Executive for other than Good Reason. If the executives employment is terminated by the Company with cause, or if the executive voluntarily resigns without good reason, the executive is entitled only to those elements of pay as are required by law, such as base pay through the date of termination, payment for unused accrued vacation, and reimbursable business expenses.
Termination as a Result of Death or Disability. In the event that an executives employment is terminated as a result of death or disability, the executive will receive severance pay that includes:
Disability is defined as the executives physical or mental disability or infirmity which, in the opinion of a competent physician selected by the board of directors, renders the executive unable to perform his duties under the employment agreement for more than 120 days during any 180-day period. The compensation committee has determined that benefits in the event of death and disability are important and prudent elements of the entire package provided to the executives as a means to provide financial security to the executive and his or her family in the unfortunate event of a death or disability. This feature also provides the company with a framework for addressing the replacement of a disabled executive.