EYE » Topics » Mr. Trenary

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

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

   $ 1,974,780 (1)   $ 585,120    $ 585,120    $ 1,974,780 (4)

Equity Vesting(2)

     n/a       n/a      n/a      435,408  

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      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      937,931  
                              

Total

   $ 1,985,211     $ 589,533    $ 595,551    $ 3,485,009  
                              

 

57


Table of Contents

 

(1)

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 AMO’s expense in providing benefits. The 12-month coverage stipulated in the employment agreement is lower than Mr. Trenary would receive through AMO’s 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 AMO’s expense in providing benefits. The 12 month coverage stipulated in the employment agreement is lower than Mr. Trenary would receive through AMO’s regular severance program (up to 17 months).

 

(4)

Absent the employment agreement, the amount payable under standard AMO plans would be $678,500.

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