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This excerpt taken from the HAS DEF 14A filed Apr 6, 2009. Change of
Control Agreements
Each of Brian Goldner, David D.R. Hargreaves and Barry Nagler
are parties to change in control agreements, as amended (the
“Change of Control Agreements”) with the Company. The
Change of Control Agreements come into effect only upon a
“Change of Control,” as defined therein, and continue
for three years after such date (the “Employment
Period”).
If, during the Employment Period, an executive’s employment
with the Company is involuntarily terminated other than for
“Cause,” the executive is entitled to the
executive’s (a) average annual salary for the five
years preceding the Change of Control (or such lesser number of
actual years employed) plus (b) the greater of (x) the
target bonus during the year of termination and (y) the
average annual bonus for the five completed years preceding the
Change of Control (or such lesser number of actual years
employed), in each case multiplied by three (or multiplied by
two if the special bonus described in the following sentence has
already been paid). In addition, if the executive remains
employed through the first anniversary of the Change in Control
the executive will receive a special bonus equal to one
year’s salary and bonus, computed using the five-year look
back period described in the prior sentence.
If the executive’s employment is involuntarily terminated
other than for “Cause” during the Employment Period,
the executive would also be entitled to an amount equal to the
shortfall between the actuarial benefit payable to the executive
under the Company’s retirement plans as a result of the
early termination and the amount the executive would have
received if the executive had continued in the employ of the
Company for the remainder of the Employment Period. In addition,
the executive and the executive’s family would be entitled
to the continuation of medical, welfare, life insurance,
disability and other benefits for at least the remainder of the
Employment Period. If the executive is subject to the payment of
excise tax under Section 4999 of the Code or any tax
imposed by Section 409A of the Code, the Company will pay
such executive an additional amount so as to place the executive
in the same after-tax position such executive would have been in
had such taxes not applied.
In addition, the Change of Control Agreements permit an
executive to terminate the executive’s employment for
“Good Reason” at any time or for any reason during a
30-day
period immediately following the first anniversary of the Change
of Control and receive the above-described severance benefits.
“Good Reason” includes diminution of the
executive’s responsibilities or compensation, relocation or
purported termination otherwise than as expressly permitted by
the Change of Control Agreements. Under certain circumstances,
certain payments by the Company
pursuant to the Change of Control Agreements may not be
deductible for federal income tax purposes pursuant to
Section 280G of the Code.
A “Change of Control” is defined as the occurrence of
certain events, including acquisition by a third party of 20% or
more of the Company’s outstanding voting securities, a
change in the majority of the Board, consummation of a
reorganization, merger, consolidation, substantial asset sale
involving, or shareholder approval of a liquidation or
dissolution of, the Company subject, in each case, to certain
exceptions. “Cause” is defined, for purposes of the
Agreements, as demonstrably willful or deliberate violations of
the executive’s responsibilities which are committed in bad
faith or without reasonable belief that such violations are in
the best interests of the Company, which are unremedied after
notice, or conviction of the executive of a felony involving
moral turpitude.
This excerpt taken from the HAS DEF 14A filed Apr 8, 2008. Change of
Control
Agreements
Each of Alfred J. Verrecchia, Brian Goldner, David D.R.
Hargreaves and Barry Nagler are parties to change in control
agreements, as amended (the “Change of Control
Agreements”) with the Company. The Change of Control
Agreements come into effect only upon a “Change of
Control,” as defined therein, and continue for three years
after such date (the “Employment Period”).
If, during the Employment Period, an executive’s employment
with the Company is involuntarily terminated other than for
“Cause,” the executive is entitled to the
executive’s (a) average annual salary for the five
years preceding the Change of Control (or such lesser number of
actual years employed) plus (b) the greater of (x) the
target bonus during the year of termination and (y) the
average annual bonus for the five completed years preceding the
Change of Control (or such lesser number of actual years
employed), in each case multiplied by three (or multiplied by
two if the special bonus described in the following sentence has
already been paid). In addition, if the executive remains
employed through the first anniversary of the Change in Control
the executive will receive a special bonus equal to one
year’s salary and bonus, computed using the five-year look
back period described in the prior sentence.
If the executive’s employment is involuntarily terminated
other than for “Cause” during the Employment Period,
the executive would also be entitled to an amount equal to the
shortfall between the actuarial benefit payable to the executive
under the Company’s retirement plans as a result of the
early termination and the amount the executive would have
received if the executive had continued in the employ of the
Company for the remainder of the Employment Period. In addition,
the executive and the executive’s family would be entitled
to the continuation of medical, welfare, life insurance,
disability and other benefits for at least the remainder of the
Employment Period. If the executive is subject to the payment of
excise tax under Section 4999 of the Code or any tax
imposed by Section 409A of the Code, the Company will pay
such executive an additional amount so as to place the executive
in the same after-tax position such executive would have been in
had such taxes not applied.
In addition, the Change of Control Agreements permit an
executive to terminate the executive’s employment for
“Good Reason” at any time or for any reason during a
30-day
period immediately following the first anniversary of the Change
of Control and receive the above-described severance benefits.
“Good Reason” includes diminution of the
executive’s responsibilities or compensation, relocation or
purported termination otherwise than as expressly permitted by
the Change of Control Agreements. Under certain circumstances,
certain payments by the Company
Table of Contents
pursuant to the Change of Control Agreements may not be
deductible for federal income tax purposes pursuant to
Section 280G of the Code.
A “Change of Control” is defined as the occurrence of
certain events, including acquisition by a third party of 20% or
more of the Company’s outstanding voting securities, a
change in the majority of the Board, consummation of a
reorganization, merger, consolidation, substantial asset sale
involving, or shareholder approval of a liquidation or
dissolution of, the Company subject, in each case, to certain
exceptions. “Cause” is defined, for purposes of the
Agreements, as demonstrably willful or deliberate violations of
the executive’s responsibilities which are committed in bad
faith or without reasonable belief that such violations are in
the best interests of the Company, which are unremedied after
notice, or conviction of the executive of a felony involving
moral turpitude.
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