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This excerpt taken from the AN DEF 14A filed Mar 23, 2009. Severance
Policy and Agreements for Post-Termination Payments
We have a policy governing severance and change in control
agreements with the Company’s named executive officers,
which is set forth in our Corporate Governance Guidelines.
Generally, the policy provides that we will not enter into any
severance agreements with senior executives that provide
specified benefits in an amount exceeding 299% of the sum of
such executive’s base salary plus bonus unless such
severance agreement has been submitted to a stockholder vote.
Further, unless such severance agreement has been submitted to a
stockholder vote, we will not enter into a severance agreement
that provides for the payment of specified benefits to an
executive triggered by (i) a change in control of our
Company that is approved by stockholders but not completed, or
(ii) a completed change in control of the Company in which
the named executive officer remains employed in a substantially
similar capacity by the successor entity.
We have entered into stock option agreements with all of our
named executive officers, as well employment agreements with
Mike Jackson and Mike Maroone that provide for payments or
benefits to such persons at, following, or in connection with,
termination under certain circumstances. In December 2006, we
entered into an employment letter with Mike Short that provided
for a severance payment in the event of a termination other than
for “cause,” death or disability on or prior to
January 15, 2009. We have not entered into any change in
control agreements with any of our named executive officers. The
payment or benefits provisions contained in the stock option
agreements and the employment agreements are designed to promote
stability and continuity of senior management. A description of
the applicable payments under such agreements for the named
executive officers is provided under “Executive
Compensation — Potential Payments Upon Termination or
Change in Control.”
This excerpt taken from the AN DEF 14A filed Mar 27, 2008. Severance
Policy and Agreements for Post-Termination Payments
We have a policy governing severance and change in control
agreements with the Company’s named executive officers,
which is set forth in our Corporate Governance Guidelines.
Generally, the policy provides that we will not enter into any
severance agreements with senior executives that provide
specified benefits in an amount exceeding 299% of the sum of
such executive’s base salary plus bonus unless such
severance agreement has been submitted to a stockholder vote.
Further, unless such severance agreement has been submitted to a
stockholder vote, we will not enter into a severance agreement
that provides for the payment of specified benefits to an
executive triggered by (i) a change in control of our
Company that is approved by stockholders but not completed, or
(ii) a completed change in control of the Company in which
the named executive officer remains employed in a substantially
similar capacity by the successor entity.
We have entered into stock option agreements with all of our
named executive officers, employment agreements with our Chief
Executive Officer (Mr. Jackson) and our President and Chief
Operating Officer (Mr. Maroone) and an employment letter
with our Executive Vice President and Chief Financial Officer
(Mr. Short) that provide for payments or benefits to such
persons at, following, or in connection with, termination under
certain circumstances. We have not entered into any change in
control agreements with any of our named executive officers. The
payment or benefits provisions contained in the employment
agreements and stock option agreements are designed to promote
stability and continuity of senior management. A description of
the applicable payments under such agreements for the named
executive officers is provided under “Executive
Compensation — Potential Payments Upon Termination or
Change in Control.”
This excerpt taken from the AN DEF 14A filed Apr 5, 2007. Severance
Policy and Agreements for Post-Termination Payments
We have a policy governing severance and change in control
agreements with the Company’s named executive officers,
which is set forth in our Corporate Governance Guidelines.
Generally, the policy provides that we will not enter into any
severance agreements with senior executives that provide
specified benefits in an amount exceeding 299% of the sum of
such executive’s base salary plus bonus unless such
severance agreement has been submitted to a stockholder vote.
Further, unless such severance agreement has been submitted to a
stockholder vote, we will not enter into a severance agreement
that provides for the payment of specified benefits to an
executive triggered by (i) a change in control of our
Company that is approved by stockholders but not completed or
(ii) a completed change in control of the Company in which
the named executive officer remains employed in a substantially
similar capacity by the successor entity.
We have entered into stock option agreements with all of our
named executive officers and employment agreements with our CEO
(Mr. Jackson) and President and Chief Operating Officer
(Mr. Maroone) and an Employment Letter with our Executive
Vice President and Chief Financial Officer (Mr. Short) that
provide for payments or benefits to the senior executive officer
at, following, or in connection with, termination under certain
circumstances. We have not entered into any change in control
agreements with any
Table of Contents
of our named executive officers. The payment or benefits
provisions contained in the employment agreements and stock
option agreements are designed to promote stability and
continuity of senior management. A description of the applicable
payments under such agreements for the named executive officers
are provided under the section entitled “Potential Payments
Upon Termination or Change in Control” on page 34.
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