GMCR » Topics » Mr. Lazaris

This excerpt taken from the GMCR DEF 14A filed Jan 28, 2008.

Mr. Lazaris

If Mr. Lazaris is terminated before June 15, 2008, as a result of a Termination Event (as defined below), he would be entitled to receive (i) a lump-sum payment equal to 18 months of base salary, (ii) a bonus payment equal to 1.5 times his average (twelve month) annual bonus paid for the previous three full calendar years (or smaller number of full calendar periods if employed for a shorter period), and (iii) an amount equal to the positive difference (if any) between (1) the total cash bonus amount recommended by the compensation committee and approved by the Company’s Board of Directors for payment and (2) the amount of the cash bonus previously received by Mr. Lazaris; and (iv) participation in the Company’s health and other welfare benefit plans until the earlier of nine months following the Terminating Event or the date the Mr. Lazaris is eligible to become covered under another comparable group health plan.

“Termination Event” is defined as (i) termination by the Company of the employment of Mr. Lazaris for any reason other than death, disability, or Cause (as hereinafter defined); or (ii) resignation of Mr. Lazaris from the employ of the Company within 90 days subsequent to the Executive becoming aware (or the date Mr. Lazaris reasonably should have become aware) of the occurrence, without Mr. Lazaris’s express written consent, of any of the following events: (a) a significant reduction in the nature or scope of Mr. Lazaris’s responsibilities, authorities, powers, functions or duties from the responsibilities, authorities, powers, functions or duties exercised, (b) a decrease greater than ten percent 10% in the annual salary payable by the Company to Mr. Lazaris from the annual salary payable to Mr. Lazaris as of the date of Change in Control, or a decrease greater than ten percent 10% in the Executive’s target cash bonus or level of participation in other incentive programs of the Company from the target cash bonus and level of participation in other incentive programs of the Company as of the date of the Company’s acquisition of Keurig; provided, however, no such decrease in salary, target bonus or level of participation shall entitle Mr. Lazaris to resign from the employ of the Company and have such resignation be deemed a Terminating Event if the salary, target bonus or level of participation, as applicable, of all senior executives of the Company are similarly decreased based on a good faith determination by the Board of Directors of the Company that such decreases are reasonably necessary to address ongoing material cash flow issues that threaten the sustainability of the Company’s operations; or (c) the relocation of Mr. Lazaris’s primary work location by more than 50 miles from its location.

“Cause” for purposes of a termination occurring prior to June 15, 2008 is defined as a willful act of dishonesty by Mr. Lazaris with respect to any matter involving the Company or any subsidiary or affiliate, engagement by Mr. Lazaris in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company, the conviction of Mr. Lazaris for any felony or any crime involving dishonesty, the violation by Mr. Lazaris of any obligation of Mr. Lazaris under his confidentiality obligations to the Company, the unauthorized direct or indirect solicitation by Mr. Lazaris of one or more individual entities or groups for purposes of interesting such groups in a change of control of the Company , the gross or willful failure by

 

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Mr. Lazaris to substantially perform his duties with the employer, or the willful failure by the executive to carry out a legal direction of the Board of Directors of the Company.

In the event Mr. Lazaris is terminated after June 15, 2008, by the Company without cause (as defined below) or Mr. Lazaris terminates his employment for good reason (as defined below) he would be entitled to receive (i) severance equal to a continuation of 12 months of base salary at the rate in effect upon termination, (ii) a prorated portion of the annual bonus he would have been entitled to in the year of termination, paid at the time bonuses are paid to other executives of the Company generally (iii) continued participation in the Company’s group medical and dental insurance plans under COBRA for a period up to twelve months from the date of termination and (iv) up to $10,000 dollars in outplacement services.

“Cause” for purposes of a termination occurring after June 15, 2008 is defined as Mr. Lazaris’s failure to perform in all material respects (other than by reason of disability), or gross negligence in the performance of, his duties and responsibilities to the Company or any of its affiliates which remains uncured, continues or recurs after twenty (20) days’ notice from the Company specifying in reasonable detail the nature of the failure or negligence; (ii) Mr. Lazaris’s fraud, embezzlement, theft or other dishonesty related to the Company; (iii) material breach by Mr. Lazaris of any provision of his employment agreement or of any other agreement with the Company; provided, however, that, if such breach is curable, such breach remains uncured, continues or recurs after twenty (20) days’ notice from the Company specifying in reasonable detail the nature of the breach; (iv) Mr. Lazaris’s indictment or conviction of, or plea of nolo contendere to, a felony or any other crime involving moral turpitude or resulting in incarceration post-conviction or plea.

“Good Reason” is defined as the (i) removal of Mr. Lazaris from the position of President of Keurig, Incorporated (or a successor corporation); (ii) material diminution in the nature or scope of Mr. Lazaris’s responsibilities, duties or authority; provided, however, that any diminution of the business of the Company or any of its affiliates or any sale or transfer of equity, property or other assets of the Company or any of its affiliates shall not constitute Good Reason; (iii) material failure of the Company to provide the base salary, annual bonus and benefits in accordance Mr. Lazaris’s employment agreement; or (iv) relocation of the Mr. Lazaris’s primary office more than thirty-five (35) miles from its then-current location.

 

    Cash
Severance
Payments
  Acceleration of
Stock Options
  Health and
Welfare
  Total
Termination
Payments

Nicholas Lazaris

       

Ÿ     Termination by the Company or Mr. Lazaris upon a “Termination Event” (as defined in narrative above)(1)

  $ 714,907   $ 5,083,953   $ 11,806   $ 5,810,666

Ÿ     Change of control

    —     $ 5,083,953     —     $ 5,083,953

 

(1) Pursuant to Mr. Lazaris’s employment agreement, the Company is entitled to reduce the amount of the severance payments and benefits payable to him in connection with a change of control to the maximum amount for which the Company would not be limited in its deduction under section 280G of the Code, which denies a corporate deduction for payments and benefits owed to certain executive officers, shareholders and highly compensated individuals in connection with a change in control when those payments and benefits exceed certain limits. We assume for purposes of Mr. Lazaris’s calculations that the Company’s ability to deduct any payments or benefits to which he is entitled on account of a Termination Event that occurs within a certain time period following a change of control, will not be limited under section 280G of the Code.

 

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