GPS » Topics » Death, Disability or Retirement

This excerpt taken from the GPS DEF 14A filed Apr 7, 2009.

Death, Disability or Retirement

Each of our named executive officers is entitled to the following additional death, disability or retirement benefits:

 

  i. Executive supplemental long-term disability insurance, which increases income replacement to 50% of base salary up to a maximum payment of $25,000 per month.

 

  ii. Life insurance, provided to employees at the Director level and above, which provides coverage of three times base salary up to a maximum of $2 million.

 

  iii. Upon retirement after the age of 60, our standard forms of stock option and stock award agreements provide for accelerated vesting of any unvested shares under awards that have been outstanding for at least a year. None of our named executive officers was old enough to be eligible for retirement-based accelerated vesting as of January 31, 2009, the last day of our 2008 fiscal year.

 

  iv. Upon death, our standard forms of stock option and stock award agreements provide for accelerated vesting of any unvested shares under awards that have been outstanding for at least a year. The table below shows the value of all unvested options and unvested stock awards that would have become vested in the event of the named executive’s death on January 31, 2009, the last day of our 2008 fiscal year.

 

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Table of Contents

Potential Accelerated Vesting Eligibility for Named Executive Officers

Assuming the Executive had Died on January 31, 2009

 
Description   Mr. Murphy     Ms. Simmons     Ms. Hansen     Mr. Peck     Mr. Wyatt  

Stock Option Vesting Acceleration (1)

  $ 0         $ 0         $ 0         $ 0         $ 0  

Stock Award Vesting Acceleration (2) (3)

    0       1,734,300       2,607,225       733,200       1,663,800  

Total

    0       1,734,300       2,607,225       733,200       1,663,800  
Footnotes
   

(1)       

 

All of the named executives’ options that were eligible for acceleration on January 31, 2009 were “out-of-the-money” on that date (i.e., the exercise price was greater than the last closing price of our common stock as of that date).

 

(2)       

 

Reflects the value of all unvested stock awards that would have become vested assuming the named executives had died on January 31, 2009, based on the last closing price of our common stock as of that date.

 

(3)       

 

Mr. Murphy’s Performance Share award, described in footnote (5)(a) to the Outstanding Equity Awards at Fiscal Year End table, would not have been eligible for accelerated vesting in the event that Mr. Murphy had died on January 31, 2009 because its performance condition has not yet been satisfied. Accordingly, it is not included in this table.

 

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CARMAX (KMX)
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