AMO has a severance pay policy that applies to all U.S.-based
employees. If Mr. Trenary had been involuntarily terminated on 12/31/2007, he would have been eligible for 17 and a half months of severance equal to $533,313 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 AMOs expense in providing benefits. The
12-month coverage stipulated in the employment agreement is lower than Mr. Trenary would receive through AMOs regular severance program (up to 17 and a half months).
(4)
Absent the employment agreement, the amount payable under
standard AMO plans would be $752,733.
This excerpt taken from the EYE DEF 14A filed Apr 17, 2007.
Mr. Trenary
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
$
1,259,250
(1)
$
534,570
$
534,570
$
1,794,000
(4)
Equity Vesting(2)
n/a
n/a
n/a
322,085
Medical and Welfare Plan Coverage(3)
10,127
4,682
10,127
34,670
Transportation Allowance
n/a
n/a
n/a
33,000
Club Dues
n/a
n/a
n/a
27,450
Financial and Tax Planning Benefit
n/a
n/a
n/a
19,200
Outplacement
n/a
n/a
n/a
21,600
Excise Tax Gross-up
n/a
n/a
n/a
799,770
Total
$
1,269,377
$
539,432
$
544,877
$
3,051,775
(1)
AMO has a severance pay policy that applies to all US based employees. If Mr. Trenary was
involuntarily terminated on 12/31/2006, he would have been eligible for 17 months of severance equal to $488,750 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 AMOs expense in providing benefits. The 12 month coverage stipulated in the employment
agreement is lower than Mr. Trenary would receive through AMOs regular severance program (up to 17 months).
(4)
Absent the employment agreement, the amount payable under standard AMO plans would be $678,500.