HD » Topics » Change in Control and Termination Due to Death, Disability or Retirement

This excerpt taken from the HD DEF 14A filed Apr 11, 2008.

Change in Control and Termination Due to Death, Disability or Retirement

The Company does not maintain change-in-control agreements for its executives. However, equity awards made to salaried associates, including the named executive officers, generally provide for accelerated vesting of the award upon a change in control of the Company. The following table sets forth the estimated value of benefits that the Company's currently employed named executive officers would be entitled to receive assuming a change in control of the Company as of February 3, 2008. If the named executive officer's employment is terminated in connection with a change in control, the executive would also be entitled to the termination benefits described in the preceding table, less the value of awards vesting on termination.

 

CHANGE-IN-CONTROL BENEFITS

Name

  Value of
Equity Awards
($)(1)

  Value of
Performance
Shares
($)(2)

  Value of
Incentive Plan
Awards
($)(3)

  Total
($)

Francis S. Blake   12,616,647   1,256,641   975,000   14,848,288

Carol B. Tomé

 

12,873,432

 

467,499

 

656,250

 

13,997,181

Robert P. DeRodes

 

10,970,733

 

292,503

 

547,500

 

11,810,736

Craig A. Menear

 

3,098,292

 

194,332

 

468,750

 

3,761,374

Annette M. Verschuren

 

7,442,633

 

263,271

 

366,760

 

8,072,664
(1)
Value reflects outstanding restricted stock at the end of Fiscal 2007, multiplied by a closing stock price of $30.45 on February 1, 2008, and outstanding unvested stock options based on the intrinsic value as of February 1, 2008.

(2)
Value reflects: (i) performance shares that would have been earned based on actual performance at the end of Fiscal 2007 multiplied by a ratio of 371 days in the performance period before February 3, 2008 to 1,099 total days in the performance period; plus (ii) target performance shares multiplied by the ratio of 728 days in the performance period after February 3, 2008 to 1,099 total days in the performance period. In each case, the number of performance shares obtained is multiplied by a closing stock price of $30.45 on February 1, 2008 to determine the intrinsic value as of February 3, 2008. Amounts include accrued dividends earned through the end of Fiscal 2007 that were converted into additional performance shares.

(3)
Value reflects target 2007-2009 LTIP award.

Equity awards made to salaried associates, including the named executive officers, generally provide for accelerated vesting of the award upon employment termination due to death or disability. The following table sets forth the

51


EXECUTIVE COMPENSATION

estimated value of benefits that the Company's currently employed named executive officers would be entitled to receive assuming death or disability as of February 3, 2008.

 

DEATH OR DISABILITY BENEFITS

Name

  Value of
Equity Awards
($)(1)

  Death Benefit
($)(2)

  Total
($)

Francis S. Blake   12,616,647   410,260   13,026,907

Carol B. Tomé

 

12,873,431

 

442,671

 

13,316,102

Robert P. DeRodes

 

10,970,733

 

417,007

 

11,387,740

Craig A. Menear

 

3,098,292

 

439,110

 

3,537,402

Annette M. Verschuren

 

7,442,633

 

442,770

 

7,885,403
(1)
Value reflects outstanding restricted stock at the end of Fiscal 2007, multiplied by a closing stock price of $30.45 on February 1, 2008, and outstanding unvested stock options based on the intrinsic value as of February 1, 2008. No performance share or LTIP awards would be payable since performance was below threshold level for payout as of the end of Fiscal 2007.

(2)
Value reflects a $250,000 death benefit, reduced by the amount of premiums paid by the Company, and a tax reimbursement of $195,284 for Mr. Blake, $210,712 for Ms. Tomé, $198,496 for Mr. DeRodes, $209,016 for Mr. Menear and $210,758 for Ms. Verschuren.

Equity awards made to salaried associates, including the named executive officers, may provide for accelerated vesting of the award upon retirement on or after age 60 with 5 years of continuous service with the Company. The following table sets forth the estimated value of benefits that the Company's currently employed named executive officers would be entitled to receive assuming termination due to retirement at age 60 with 5 years of service as of February 3, 2008.

 
RETIREMENT BENEFITS

Name
  Value of
Equity Awards
($)(1)

  Term Life
Insurance
Coverage
($)(2)

  Total
($)

Francis S. Blake   3,420,747   2,275,630   5,696,377

Carol B. Tomé

 

4,804,182

 

767,252

 

5,571,434

Robert P. DeRodes

 

3,373,458

 

2,796,450

 

6,169,908

Craig A. Menear

 

2,222,855

 

774,141

 

2,996,996

Annette M. Verschuren

 

5,760,515

 

365,134

 

6,125,649
(1)
Value reflects restricted stock grants made on or after November 18, 2004, other than career grants, that are outstanding at the end of Fiscal 2007, multiplied by a closing stock price of $30.45 on February 1, 2008, and unvested stock options made on or after April 29, 2002 based on the intrinsic value as of February 1, 2008. No performance share or LTIP awards would be payable since performance was below threshold level for payout as of the end of Fiscal 2007.

(2)
Value reflects the payment of premiums for term life insurance coverage for the remaining life of the policy or executive's death, whichever occurs first, plus a tax reimbursement on such amount of $1,083,200 for Mr. Blake,

52


EXECUTIVE COMPENSATION

    $365,212 for Ms. Tomé, $1,331,110 for Mr. DeRodes, $368,491 for Mr. Menear and $173,804 for Ms. Verschuren. Calculations are based on current premium rates.

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