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This excerpt taken from the OMX DEF 14A filed Mar 15, 2007. Except with respect to Mr. Duncan and Mr. Civgin, all of our employees, including our executive officers, are employed at the will of the company. Some of our executive officers, and all of our named executive officers, however, have change in control agreements that formalize their severance benefits if the executive officer is terminated after a change in control of the company (as defined in the agreement). The agreements provide severance benefits and protect other benefits that the officers have already earned or reasonably expect to receive under our employee benefit plans. See “Compensation Discussion and Analysis—Change in Control Agreements” for additional information regarding the change in control agreements. Under the change in control agreement, an officer will receive the benefits provided under the agreement if, after the change in control, the officer’s employment is terminated unless such termination is by the company for cause or disability (as defined in the agreement) or by the officer for other than good reason. Under the agreements, a “change in control” would include any of the following events: · any “person”, as defined in the Securities Exchange Act of 1934, as amended, acquiring 25% or more of our voting securities, unless that person acquires all such securities directly from the company; · during a two-year period, a majority of our directors being replaced under certain circumstances; · a merger or consolidation of the company with any other corporation (other than a merger or consolidation where a majority of the company’s directors continue as directors of the combined entity and the outstanding voting securities of the company immediately prior to such an event continue to represent more than 50% of the combined voting power after such event or a merger or consolidation implementing a recapitalization approved by the board where no person acquires 25% or more of the company’s voting securities); and · approval by our stockholders to liquidate or dissolve the company or to sell all or substantially all of the company’s assets in certain circumstances. These agreements help ensure that we will have the benefit of these officers’ services without distraction in the face of a potential change in control. The board of directors believes that the agreements are in the best interests of our shareholders and the company. See “Compensation Discussion and Analysis-Change in Control Agreements.” The benefits under the agreements include: · the officer’s salary through the termination date; 48 · severance pay equal to a multiple of the officer’s annual base salary and target incentive pay (one times for vice presidents, other than executive vice presidents, two times for presidents and executive vice presidents and three times for the chief executive officer). For terminations occurring prior to March 1, 2008, target incentive pay will be 80% of the officer’s target annual incentive. For terminations occurring on or after March 1, 2008, target incentive pay will be the average annual incentive earned during the three years preceding termination. This severance payment will be in lieu of any severance pay to which the officer would be entitled under the severance pay policy for executive officers; and · pay for accrued but unused time off. The agreements provide four additional benefits. First, we will maintain for up to one year (two years for the chief executive officer) all employee benefit plans and programs in which the officer was entitled to participate immediately prior to termination at substantially the same cost to the officer, or we will substitute similar arrangements at substantially the same cost to the officer, or we will pay the officer a sum equal to 150% of twelve times (or twenty-four times for the chief executive officer) the monthly group premium, less the employee contribution amount, for such plans and programs. Second, if the officer is eligible to participate in our Executive Life Insurance Program, we will pay premiums for the plan for one year (two years for the chief executive officer) following termination. Third, if there is a dispute regarding the agreement, we will pay reasonable legal fees and expenses that the officer incurs to enforce his or her rights or benefits under the agreement. Fourth, we will increase the officer’s total payments under the agreement to cover any excise taxes imposed by the Internal Revenue Service as a result of such payments, provided that if the value of the payments subject to excise taxes is not more than 110% of the value of payments that could be provided without triggering excise taxes, then the value of payments to the officer will be reduced to the amount that can be provided without triggering excise taxes. Each agreement is effective for two years. On January 1 of each year, the agreement will automatically extend so as to terminate on the 2nd anniversary of such date, unless we notify the officers by September 30 of the preceding year that we do not wish to extend the agreements. For one year after termination of employment, each change in control agreement prohibits the recipient from directly or indirectly soliciting or inducing any managerial level employee of the company to leave employment in order to accept employment with any other entity. Following termination of employment, each change in control agreement requires its recipient to refrain from making any public statements that disparage the company, its employees, products or services. For a period of 12 months after termination of employment with the company, each change in control agreement states that its recipient will not, directly as an employee or indirectly as a consultant or contractor, be employed in the same or similar capacity as he was employed by the company immediately prior to his termination of employment, by a seller or distributor of office supplies, office furniture, computer consumables or related office products or services in North America. |
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