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This excerpt taken from the IWOV DEF 14A filed Apr 29, 2008. Change in
Control Arrangements
During 2007, we entered into change in control benefit
arrangements with two of our named executive officers. These
arrangements included severance pay, payment of COBRA premiums
and accelerated vesting of equity awards. These arrangements
were provided to the named executive officers in connection with
our Chief Executive Officer succession plan, and were also
designed to improve retention of our senior executives whose
roles would likely be eliminated in connection with a change in
control of our company. Details of each named executive
officer’s change in control benefits, including estimates
of amounts payable in specified circumstances, are disclosed
under “Potential Payments Upon Termination or Change in
Control” below.
Our named executive officers also had change in control
arrangements contained in stock options and restricted stock
units that provided for accelerated vesting of fifty percent of
the unvested shares subject to the award in the event the named
executive officer’s employment is terminated without cause,
or is constructively terminated, within 12 months following
a change in control (as defined in the award). The intent of
these arrangements is to enable the named executive officers to
have a balanced perspective in making overall business
decisions, and to be competitive with market practices. The
Compensation Committee believes that change in control benefits,
if structured appropriately, serve to minimize the distraction
caused by a potential transaction and reduce the risk that key
talent would leave our company before a transaction closes. We
typically do not provide for
gross-ups of
excise tax values under Section 4999 of the Internal
Revenue Code, although we may allow the named executive officer
to reduce the benefit received or defer the accelerated vesting
of options to avoid excess payment penalties. To
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encourage Mr. Cowan to accept our offer of employment, we
agreed to provide him with a
gross-up for
excise tax values. Details of each individual named executive
officer’s change in control benefits, including estimates
of amounts payable in specified circumstances, are disclosed
under “Potential Payments Upon Termination or Change in
Control — Other Change in Control Arrangements”
below.
The severance and change in control benefits do not influence
and are not influenced by the other elements of compensation as
these benefits serve different objectives than the other
elements. The Board of Directors determined to adopt these
severance and change in control arrangements because, in
addition to the reasons mentioned above, we believe that in the
event of a potential change of control, the benefits promote the
ability of our executive officers to act in the best interest of
our stockholders without regard for the potential impact on
their own job position. In addition, we provide severance
benefits because we believe the benefits provide us with more
flexibility to make a change in executive management if such
change is in our stockholders’ best interest. These
arrangements are intended to attract and retain qualified
executive officers that have alternatives that may appear to
them to be less risky absent these arrangements, and to mitigate
a potential disincentive to consideration and execution of such
an acquisition, particularly where the services of these
executive officers may not be required by the acquirer.
This excerpt taken from the IWOV DEF 14A filed Jan 16, 2008. Change in
Control Arrangements
During 2006, the only change in control arrangements with our
named executive officers were those contained in stock options
and restricted stock units that provided for accelerated vesting
of fifty percent of the unvested shares subject to the award in
the event the named executive officer’s employment is
terminated without cause, or is
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constructively terminated, within 12 months following a
change in control (as defined in the award). The intent of these
arrangements is to enable the named executive officers to have a
balanced perspective in making overall business decisions, and
to be competitive with market practices. The Compensation
Committee believes that change in control benefits, if
structured appropriately, serve to minimize the distraction
caused by a potential transaction and reduce the risk that key
talent would leave the Company before a transaction closes. We
typically do not provide for
gross-ups of
excise tax values under Section 4999 of the Internal
Revenue Code. Rather, we allow the named executive officer to
reduce the benefit received or defer the accelerated vesting of
options to avoid excess payment penalties. To encourage
Mr. Cowan to accept our offer of employment, we agreed to
provide him with a
gross-up for
excise tax values. Details of each individual named executive
officer’s change in control benefits, including estimates
of amounts payable in specified circumstances, are disclosed
under “Potential Payments Upon Termination or Change in
Control — Other Change in Control Arrangements”
below.
During 2007, we entered into change in control benefit
arrangements with two of our named executive officers. These
arrangements included severance pay, payment of COBRA premiums
and accelerated vesting of equity awards. These arrangements
were provided to the named executive officers in connection with
our Chief Executive Officer succession plan, and were also
designed to improve retention of our senior executives whose
roles would likely be eliminated in connection with a change in
control of the Company. Details of each named executive
officer’s change in control benefits, including estimates
of amounts payable in specified circumstances, are disclosed
under “Potential Payments Upon Termination or Change in
Control” below.
This excerpt taken from the IWOV 10-K filed Dec 14, 2007. Change in
Control Arrangements.
During 2006, the only change in control arrangements with our
named executive officers were those contained in stock options
and restricted stock units that provided for accelerated vesting
of fifty percent of the unvested shares subject to the award in
the event the named executive officer’s employment is
terminated without cause, or is constructively terminated,
within 12 months following a change in control (as defined
in the award). The intent of these arrangements is to enable the
named executive officers to have a balanced perspective in
making overall
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business decisions, and to be competitive with market practices.
The Compensation Committee believes that change in control
benefits, if structured appropriately, serve to minimize the
distraction caused by a potential transaction and reduce the
risk that key talent would leave the Company before a
transaction closes. We typically do not provide for
gross-ups of
excise tax values under Section 4999 of the Internal
Revenue Code. Rather, we allow the named executive officer to
reduce the benefit received or defer the accelerated vesting of
options to avoid excess payment penalties. To encourage
Mr. Cowan to accept our offer of employment, we agreed to
provide him with a
gross-up for
excise tax values. Details of each individual named executive
officer’s change in control benefits, including estimates
of amounts payable in specified circumstances, are disclosed
under “Potential Payments Upon Termination or Change in
Control — Other Change in Control Arrangements”
below.)
During 2007, we entered into change in control benefit
arrangements with several of our named executive officers. These
arrangements included severance pay, payment of COBRA premiums
and accelerated vesting of equity awards. These arrangements
were provided to the named executive officers in connection with
our Chief Executive Officer succession plan, and were also
designed to improve retention of our senior executives whose
roles would likely be eliminated in connection with a change in
control of the Company. Details of each named executive
officer’s change in control benefits, including estimates
of amounts payable in specified circumstances, are disclosed
under “Potential Payments Upon Termination or Change in
Control” below.)
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