GVHR » Topics » Erik Vonk - Chairman & Chief Executive Officer

This excerpt taken from the GVHR DEF 14A filed Apr 12, 2007.
Erik Vonk — Chairman & Chief Executive Officer
                            Termination after
                            Change in Control
    w/o Cause or
    Termination w/o
    Death     Disability     Retirement(1)     Cause     Termination  
Cash Payment(2)(3)
  $ 650,000     $ 650,000           $ 650,000     $ 4,582,500  
Stock Options(4)
                          $ 263,430  
Restricted Stock(5)
Total Welfare Value(6)
  $ 10,086     $ 10,086           $ 10,086     $ 30,257  
                          $ 25,000  
Gross-up on Excise Tax(8)
                          $ 1,963,747  
  $ 660,086     $ 660,086     $ 0     $ 660,086     $ 6,864,934  
(1) Mr. Vonk is not eligible for retirement as of December 31, 2006.
(2) In the event of death, disability or involuntary termination without cause, reflects one times highest annual base salary 12-months prior to termination. In the event of a termination after a change in control without cause or a constructive termination, reflects three times salary and greater of target annual incentive or average annual incentives over 3 years (in this case, it is target annual incentive of $877,500).
(3) Does not include any amount attributable to the 2006 annual incentive award that was paid in March 2007 and disclosed in the Summary Compensation Table.
(4) Reflects fair market value of unvested (in-the-money) stock options based on a closing stock price of $23.69 on December 29, 2006.
(5) Reflects fair market value of unvested restricted stock based on a closing stock price of $23.69 on December 29, 2006.
(6) Represents the value attributable to continuation of health and welfare benefits during the severance period.
(7) Represents outplacement benefits (in the case of change in control termination) at the Company’s descretion.
(8) This calculation is an estimate for proxy disclosure purposes only. Payments on an actual change in control may differ based on factors such as transaction price, timing of employment termination and payments, changes in compensation, and reasonable compensation analyses. For purposes of this calculation, we did not treat any portion of the compensation as reasonable compensation for services rendered prior to the change in control or attribute any value to non-competition covenants.


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