IN » Topics » POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

This excerpt taken from the IN DEF 14A filed Apr 17, 2009.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
 
In January 2009 the Board of Directors, upon the recommendation of the Compensation Committee and in consultation with the Committee’s outside compensation consultant, adopted a new Change in Control Severance Plan (the “COC Plan”) and an Executive Change of Control Policy for 2008 Omnibus Incentive Plan (the “COC Policy”) to replace existing Change of Control Employment Agreements (“Prior COC Agreements”) and existing change of control provisions for certain equity awards. In March 2009, the Committee, in consultation with its outside compensation consultant, adopted a new Corporate Executive Severance Plan (the “Severance Plan”) to replace existing Executive Severance Plans (the “Prior Severance Plans”). In this section we refer to the COC Plan, the COC Policy and the Severance Plan as the “Current Programs” and to the Prior COC Agreements, Prior Severance Plans and certain prior change of control provisions for equity awards as the “Prior Programs.”
 
The “Estimated Potential Incremental Payments upon Termination or Change of Control as of December 31, 2008” table below reflects the estimated amount of incremental compensation payable to each of the named executive officers under the Current Programs in the event of (i) an involuntary termination of the named executive officer by the Company without cause before a change of control of the Company; (ii) a change of control of the Company; (iii) an involuntary termination of the named executive officer by the Company without cause or a termination by the named executive officer for good reason in connection with a change of control of the Company; or (iv) death. The amounts shown in the table assume that the termination or change of control was effective as of December 31, 2008, and that the price of Intermec stock on which certain of the calculations are made was the closing price of $13.28 on that date. These amounts are estimates of the incremental amounts that would be payable as of December 31, 2008 under the Current Programs to each named executive officer in the foregoing circumstances. The actual amounts that would be payable to a named executive officer in similar circumstances in the future can only be determined at the time of the officer’s termination or a change of control of the Company. For purposes of comparison, after the table for each named executive officer we also disclose in narrative form the total amounts that would have been payable under the Prior Programs in each of the foregoing circumstances (clauses (i)-(iii)) as of December 31, 2008.
 
The Current Programs (and the material differences from the Prior Programs) are described below to assist in reading the table. The descriptions are qualified in all respects by reference to the provisions of the applicable plan, policy or agreement.
 
This excerpt taken from the IN DEF 14A filed Apr 11, 2008.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
 
The “Estimated Potential Incremental Payments Upon Termination or Change of Control” table reflects the estimated amount of incremental compensation that would be due to the named executive officers under any of the following circumstances: (i) an involuntary termination of the named executive officer by the Company without cause or a termination by the named executive officer for good reason; (ii) upon a change of control of the Company, (iii) an involuntary termination of the named executive officer by the Company without cause or a termination by the named executive officer for good reason in connection with a change of control of the Company; or (iv) death.
 
The amounts shown in the table assume that the termination was effective as of December 31, 2007, the last business day of 2007, and that the price of Intermec stock on which certain of the calculations are made was the closing price of $20.31 on that date. These amounts are estimates of the incremental amounts that would be due as of December 31, 2007, to the named executive officers under the foregoing circumstances. The actual amounts that would be due to a named executive officer in similar circumstances in the future can only be determined at the time of his or her termination or a change of control of the Company.
 
Certain of our benefit plans contain provisions that provide incremental benefits or payments in the event of a change of control. In addition, we also have Change of Control Employment Agreements and Executive


52


Table of Contents

Severance Plans that apply to our named executive officers, which also provide benefits or payments in situations involving termination from the Company or a change of control of the Company. These plans and arrangements are described below to assist in reading the following table. The following descriptions of certain provisions of these plans and agreements are qualified in all respects by reference to the provisions of the actual plan or agreement, all of which are listed as exhibits to our Form 10-K.
 
This excerpt taken from the IN DEF 14A filed Apr 10, 2007.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

The “Estimated Potential Incremental Payments Upon Termination or Change in Control” table below reflects the estimated amount of incremental compensation which would be due to the named executive officers under any of the following circumstances: (i) an involuntary termination of the named executive officer by the Company without cause or a termination by the named executive officer for good reason; (ii) upon a change of control of the Company, (iii) an involuntary termination of the named executive officer by the Company without cause or a termination by the named executive officer for good reason in connection with a change of control of the Company; or (iv) death.

The amounts shown in the table assume that the termination was effective as of December 29, 2006, the last business day of 2006, and that the price of Intermec stock upon which certain of the calculations are made was the closing price of $24.27 on that date. These amounts are estimates of the incremental amounts that would be due as of December 31, 2006, to the named executive officers under the foregoing circumstances. The actual amounts which would be due to a named executive officer in similar circumstances in the future can only be determined at the time of his or her termination or a change of control of the Company.

Certain of our benefit plans contain provisions that provide incremental benefits or payments in the event of a change of control. In addition, we also have Change of Control Employment Agreements and Executive Severance Plans that apply to our named executive officers, which also provide benefits or payments in situations involving termination from the Company or a change of control of the Company. These plans and arrangements are described below to assist the reader’s use of the following table. The following descriptions of certain provisions of these plans and agreements are qualified in all respects by reference to the provisions of the actual plan or agreement, all of which are listed as exhibits to our Annual Report on Form 10-K for 2006, and by reference to the description of the amendment of “Change of Control” and to the 2007 executive retention arrangements reported in our Current Report on Form 8-K filed March 30, 2007.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki