GVHR » Topics » Peter C. Grabowski - SVP, National Sales & Field Service Operations/CFO

This excerpt taken from the GVHR DEF 14A filed Apr 12, 2007.
Peter C. Grabowski — SVP, National Sales & Field Service Operations/CFO
 
                                         
                            Involuntary
 
                            Termination after
 
                            Change in Control
 
                Voluntary
    Involuntary
    w/o Cause or
 
                Resignation/
    Termination w/o
    Constructive
 
    Death     Disability     Retirement(1)     Cause     Termination  
 
Cash Payment(2)(3)
                          $ 525,000  
Stock Options(4)
                          $ 115,227  
Restricted Stock(5)
                             
Total Welfare Value(6)
                    $ 12,784     $ 12,784  
Outplacement(7)
                          $ 25,000  
Gross-up on Excise Tax(8)
                             
Totals
  $ 0     $ 0     $ 0     $ 12,784     $ 678,011  
 
 
(1) Mr. Grabowski is not eligible for retirement as of December 31, 2006.
 
(2) In the event of death, disability or involuntary termination without cause, reflects no severance. In the event of a termination after a change in control without cause or a constructive termination, reflects one times salary and greater of target annual incentive or average annual incentives over 3 years (in this case, it is target annual incentive of $175,000).
 
(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.
 
(7) Represents outplacement benefits (in the case of change in control termination).
 
(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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