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RVBD » Topics » Jerry M. Kennelly

This excerpt taken from the RVBD DEF 14A filed Apr 24, 2009.

Jerry M. Kennelly

The following table describes the potential payments and benefits upon employment termination before or after a change in control for Mr. Kennelly, our President and Chief Executive Officer, as if his employment terminated as of December 31, 2008, the last business day of our last fiscal year.

 

Executive Benefits

and Payments

Upon Termination

   Voluntary
Resignation
Not for Good
Reason
($)		   Voluntary
Resignation
for Good
Reason
($)		   Termination
by Company
Not for Cause
($)		   Termination
by Company
For Cause
($)		   Change in
Control
($)		     Involuntary
Termination
in connection
with or
following
Change in
Control
($)		  

Compensation:

            

Base Salary

   —   —   —   —   —     850,000  

Highest Target Bonus

   —   —   —   —   —     850,000  

Last Fiscal Year Target Bonus

   —   —   —   —   —     —  

Unvested Option Shares and Unexercisable Options Accelerated

   —   —   —   —   1,696,295 (1)   3,059,881 (2)

Benefits and Perquisites:

            

Health Care Premiums/ Contributions (3)

   —   —   —   —   —     18,269  

Accrued Vacation Pay (4)

   30,785   30,785   30,785   30,785   30,785     30,785  
                           

Total

   30,785   30,785   30,785   30,785   1,727,080     4,808,935  
                           

 

(1) Represents 25% of the unvested shares subject to options granted in 2005 and 2006 held by Mr. Kennelly that will vest upon a change in control.

 

(2) Represents 25% of the unvested shares subject to options granted in 2005 and 2006 to Mr. Kennelly that will vest upon a change in control plus an additional 50% of such shares that will vest if he is involuntarily terminated within 12 months after a change in control. Also represents 100% of the unvested RSUs granted in 2008 that will vest if he is involuntarily terminated within 12 months after a change in control. Unvested stock options granted to Mr. Kennelly in 2007 and 2008 will vest with respect to 100% of such shares if he is involuntarily terminated within 12 months of a change in control. Such unvested stock options are not included in the table above due to the option exercise price of the shares being greater than the value of the Company’s common stock as of December 31, 2008.

 

(3) Represents the cost of medical, dental and vision care premiums under COBRA for a 12-month period that will be paid on behalf of Mr. Kennelly upon a change in control.

 

(4) Assumes that Mr. Kennelly had 3.8 weeks of accrued but unused vacation, which was paid based on his annual base salary for the last fiscal year.

 

36

Table of Contents
This excerpt taken from the RVBD DEF 14A filed Apr 25, 2008.

Jerry M. Kennelly

The following table describes the potential payments and benefits upon employment termination before or after a change in control for Mr. Kennelly, our President and Chief Executive Officer, as if his employment terminated as of December 31, 2007, the last business day of our last fiscal year.

 

Executive Benefits

and Payments

Upon Termination

   Voluntary
Resignation
Not for Good
Reason
($)		   Voluntary
Resignation
for Good
Reason
($)		   Termination
by Company
Not for Cause
($)		   Termination
by Company
For Cause
($)		   Change in
Control
($)		     Involuntary
Termination
in connection
with or
following
Change in
Control
($)		  

Compensation:

            

Base Salary

   —   —   —   —   —     —  

Highest Target Bonus

   —   —   —   —   —     —  

Last Fiscal Year Target Bonus

   —   —   —   —   —     —  

Unvested Option Shares and Unexercisable Options Accelerated

   —   —   —   —   8,689,000 (1)   14,383,432 (2)

Benefits and Perquisites:

            

Health Care Premiums/Contributions

   —   —   —   —   —     —  

Accrued Vacation Pay (3)

   13,462   13,462   13,462   13,462   13,462     13,462  
                           

Total

   13,462   13,462   13,462   13,462   8,702,462     14,396,894  
                           

 

(1) Represents 25% of the shares subject to options held by Mr. Kennelly that will vest upon a change in control.

 

(2) Represents 25% of the shares subject to options granted to Mr. Kennelly that will vest upon a change in control plus an additional 50% of such shares that will vest if he is involuntarily terminated within 12 months after a change in control.

 

(3) Assumes that Mr. Kennelly had two weeks of accrued but unused vacation, which was paid based on his annual base salary for the last fiscal year.

 

34

Table of Contents

EXCERPTS ON THIS PAGE:

DEF 14A
Apr 24, 2009
DEF 14A
Apr 25, 2008

RELATED TOPICS for RVBD:

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