This excerpt taken from the GVHR DEF 14A filed Apr 12, 2007.
Vonk Chairman & Chief Executive
Change in Control
w/o Cause or
Total Welfare Value(6)
on Excise Tax(8)
Mr. Vonk is not eligible for retirement as of
December 31, 2006.
In the event of death, disability or involuntary termination
without cause, reflects one times highest annual base salary
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).
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.
Reflects fair market value of unvested
stock options based on a closing stock price of $23.69 on
December 29, 2006.
Reflects fair market value of unvested restricted stock based on
a closing stock price of $23.69 on December 29, 2006.
Represents the value attributable to continuation of health and
welfare benefits during the severance period.
Represents outplacement benefits (in the case of change in
control termination) at the Companys descretion.
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