SCG » Topics » Severance Plan

This excerpt taken from the SCG DEF 14A filed Mar 18, 2009.

Severance Plan

        If we had been subject to a change in control as of December 31, 2008, and the Severance Plan had not been terminated, our Named Executive Officers would have been immediately entitled to the benefits outlined below.

        Mr. Timmerman would have been entitled to the following: an amount equal to three times his 2008 base salary and target short-term incentive award — $6,099,450; an amount equal to the excess payable under the SERP as calculated under the assumptions described above — $533,485; an amount equal to insurance continuation benefits for three years — $40,722; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan — $4,704,042; an amount equal to the value of 100% of his restricted stock under the Long-Term Equity Compensation Plan — $605,414; and anticipated excise tax and gross-up payment — $5,005,501. The total value of these change in control benefits would have been $16,988,614. In

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addition, Mr. Timmerman would have been paid amounts previously earned, but not yet paid, as follows: 2008 actual short-term annual incentive award — $653,905; 2008 actual long-term equity award — $2,469,806; EDCP account balance — $2,997,060; SERP and Retirement Plan account balances — $3,693,172; vacation accrual — $25,362; as well as his 401(k) Plan account balance.

        Mr. Addison would have been entitled to the following: an amount equal to three times his 2008 base salary and target short-term incentive award — $1,940,871; an amount equal to the excess payable under the SERP as calculated under the assumptions described above — $709,059; an amount equal to insurance continuation benefits for three years — $75,240; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan — $821,221; an amount equal to the value of 100% of his restricted stock under the Long-Term Equity Compensation Plan — $114,774; and anticipated excise tax and gross-up payment — $1,756,316. The total value of these change in control benefits would have been $5,417,481. In addition, Mr. Addison would have been paid amounts previously earned, but not yet paid, as follows: 2008 actual short-term annual incentive award — $164,120; 2008 actual long-term equity award — $306,968; EDCP account balance — $367,312; SERP and Retirement Plan account balances — $355,208; vacation accrual — $14,676; as well as his 401(k) Plan account balance.

        Mr. Marsh would have been entitled to the following: an amount equal to three times his 2008 base salary and target short-term incentive award — $2,871,000; an amount equal to the excess payable under the SERP as calculated under the assumptions described above — $817,859; an amount equal to insurance continuation benefits for three years — $52,491; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan — $1,661,844; an amount equal to the value of 100% of his restricted stock under the Long-Term Equity Compensation Plan — $212,995; and anticipated excise tax and gross-up payment — $2,392,913. The total value of these change in control benefits would have been $8,009,102. In addition, Mr. Marsh would have been paid amounts previously earned, but not yet paid, as follows: 2008 actual short-term annual incentive award — $263,900; 2008 actual long-term equity award — $873,728; EDCP account balance — $877,663; SERP and Retirement Plan account balances — $1,182,892; vacation accrual — $7,250; as well as his 401(k) Plan account balance.

        Mr. Bullwinkel would have been entitled to the following: an amount equal to three times his 2008 base salary and target short-term incentive award — $2,232,000; an amount equal to the excess payable under the SERP as calculated under the assumptions described above — $292,044; an amount equal to insurance continuation benefits for three years — $56,334; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan — $1,102,746; an amount equal to the value of 100% of his restricted stock under the Long-Term Equity Compensation Plan — $142,293; and anticipated excise tax and gross-up payment — $1,620,974. The total value of these change in control benefits would have been $5,446,391. In addition, Mr. Bullwinkel would have been paid amounts previously earned, but not yet paid, as follows: 2008 actual short-term annual incentive award — $195,300; 2008 actual long-term equity award — $575,754; EDCP account balance — $1,459,158; SERP and Retirement Plan account balances — $2,169,577; vacation accrual — $28,615; as well as his 401(k) Plan account balance.

        Mr. Byrne would have been entitled to the following: an amount equal to three times his 2008 base salary and target short-term incentive award — $2,136,000; an amount equal to the excess payable under the SERP as calculated under the assumptions described above — $743,952; an amount equal to insurance continuation benefits for three years — $75,966; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan — $1,047,922; an amount equal to the value of 100% of his restricted stock under the Long-Term Equity Compensation Plan — $136,206; and anticipated excise tax and gross-up payment — $1,793,141. The total value of these change in control benefits would have been $5,933,187. In addition, Mr. Byrne would have been paid amounts previously earned, but not yet paid, as follows: 2008 actual short-term annual incentive award — $186,900; 2008 actual long-term equity award — $542,437; EDCP account balance — $520,929; SERP and Retirement Plan account balances — $502,694; vacation accrual — $11,125; as well as his 401(k) Plan account balance.

        In addition to the foregoing benefits, all option and stock awards set forth in the 2008 Outstanding Equity Awards at Fiscal Year-End table would have vested for each Named Executive Officer.

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This excerpt taken from the SCG DEF 14A filed Mar 14, 2008.

Severance Plan

        If we had been subject to a change in control as of December 31, 2007, and the Severance Plan had not been terminated, our Named Executive Officers would have been immediately entitled to the benefits outlined below.

        Mr. Timmerman would have been entitled to the following: an amount equal to three times his 2007 base salary and target short-term incentive award — $5,809,740; an amount equal to the excess payable under the Supplemental Executive Retirement Plan as calculated under the assumptions described above — $674,972; an amount equal to insurance continuation benefits for three years — $37,239; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan — $5,801,273; and anticipated excise tax and gross-up payment — $5,499,025. The total value of these change in control benefits would have been $17,822,249. In addition, Mr. Timmerman would have been paid amounts previously earned, but not yet paid, as follows: 2007 target short-term annual incentive award — $889,780; 2007 actual long-term equity award — $774,760; Executive Deferred Compensation Plan account balance — $3,013,350; Supplemental Executive Retirement Plan and Retirement Plan account balances — $3,366,124; vacation accrual — $40,261; as well as his 401(k) Plan account balance.

        Mr. Addison would have been entitled to the following: an amount equal to three times his 2007 base salary and target short-term incentive award — $1,464,000; an amount equal to the excess payable under the Supplemental Executive Retirement Plan as calculated under the assumptions described above — $553,456; an amount equal to insurance continuation benefits for three years — $69,375; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan — $823,400; and anticipated excise tax and gross-up payment — $1,365,729. The total value of these change in control benefits would have been $4,275,960. In addition, Mr. Addison would have been paid amounts previously earned, but not yet paid, as follows: 2007 target short-term annual incentive award — $183,000; 2007 actual long-term equity award — $62,751; Executive Deferred Compensation Plan account balance — $366,860; Supplemental Executive Retirement Plan and Retirement Plan account balances — $294,298; vacation accrual — $10,264; as well as his 401(k) Plan account balance.

        Mr. Marsh would have been entitled to the following: an amount equal to three times his 2007 base salary and target short-term incentive award — $2,722,500; an amount equal to the excess payable under the Supplemental Executive Retirement Plan as calculated under the assumptions described above — $850,458; an amount equal to insurance continuation benefits for three years — $52,371; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan — $2,054,813; and anticipated excise tax and gross-up payment — $2,468,698. The total value of these change in control benefits would

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have been $8,148,840. In addition, Mr. Marsh would have been paid amounts previously earned, but not yet paid, as follows: 2007 target short-term annual incentive award — $357,500; 2007 actual long-term equity award — $241,495; Executive Deferred Compensation Plan account balance — $1,214,118; Supplemental Executive Retirement Plan and Retirement Plan account balances — $1,054,403; vacation accrual — $9,916; as well as his 401(k) Plan account balance.

        Mr. Bullwinkel would have been entitled to the following: an amount equal to three times his 2007 base salary and target short-term incentive award — $2,136,000; an amount equal to the excess payable under the Supplemental Executive Retirement Plan as calculated under the assumptions described above — $336,123; an amount equal to insurance continuation benefits for three years — $52,873; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan — $1,354,364; and anticipated excise tax and gross-up payment — $1,753,554. The total value of these change in control benefits would have been $5,632,914. In addition, Mr. Bullwinkel would have been paid amounts previously earned, but not yet paid, as follows: 2007 target short-term annual incentive award — $267,000; 2007 actual long-term equity award — $139,577; Executive Deferred Compensation Plan account balance — $1,558,258; Supplemental Executive Retirement Plan and Retirement Plan account balances — $2,014,842; vacation accrual — $24,817; as well as his 401(k) Plan account balance.

        Mr. Byrne would have been entitled to the following: an amount equal to three times his 2007 base salary and target short-term incentive award — $2,016,000; an amount equal to the excess payable under the Supplemental Executive Retirement Plan as calculated under the assumptions described above — $760,940; an amount equal to insurance continuation benefits for three years — $71,740; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan — $1,277,103; and anticipated excise tax and gross-up payment — $1,855,127. The total value of these change in control benefits would have been $5,980,910. In addition, Mr. Byrne would have been paid amounts previously earned, but not yet paid, as follows: 2007 target short-term annual incentive award — $252,000; 2007 actual long-term equity award — $131,480; Executive Deferred Compensation Plan account balance — $517,412; Supplemental Executive Retirement Plan and Retirement Plan account balances — $424,775; vacation accrual — $10,904; as well as his 401(k) Plan account balance.

        In addition to the foregoing benefits, all option and stock awards set forth in the 2007 Outstanding Equity Awards at Fiscal Year-End Table would have vested for each Named Executive Officer.

This excerpt taken from the SCG DEF 14A filed Mar 16, 2007.

Severance Plan

        If we had been subject to a change in control as of December 29, 2006, and the Severance Plan had not been terminated, our Named Executive Officers would have been immediately entitled to the benefits outlined below.

        Mr. Timmerman would have been entitled to the following: an amount equal to three times his base salary and target short-term incentive award — $5,565,000; an amount equal to the excess payable under the Supplemental Executive Retirement Plan as calculated under the assumptions described above — $812,000; an amount equal to insurance continuation benefits for three years — $34,000; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan — $5,754,000; and anticipated excise tax and gross-up payment — $5,290,000. The total value of these change in control benefits would have been $17,455,000. In addition, Mr. Timmerman would have been paid amounts previously earned, but not yet

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paid, as follows: 2006 actual short-term annual incentive award — $596,607; Executive Deferred Compensation Plan account balance — $2,652,609; Supplemental Executive Retirement Plan and Retirement Plan account balances — $3,056,000; vacation accrual — $69,000; as well as his 401(k) Plan account balance.

        Mr. Addison would have been entitled to the following: an amount equal to three times his base salary and target short-term incentive award — $1,274,000; an amount equal to the excess payable under the Supplemental Executive Retirement Plan as calculated under the assumptions described above — $545,000; an amount equal to insurance continuation benefits for three years — $61,000; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan — $589,000; and anticipated excise tax and gross-up payment — $1,087,000. The total value of these change in control benefits would have been $3,556,000. In addition, Mr. Addison would have been paid amounts previously earned, but not yet paid, as follows: 2006 actual short-term annual incentive award — $97,705; Executive Deferred Compensation Plan account balance — $325,102; Supplemental Executive Retirement Plan and Retirement Plan account balances — $246,000; vacation accrual — $9,000; as well as his 401(k) Plan account balance.

        Mr. Marsh would have been entitled to the following: an amount equal to three times his base salary and target short-term incentive award — $2,579,000; an amount equal to the excess payable under the Supplemental Executive Retirement Plan as calculated under the assumptions described above — $905,000; an amount equal to insurance continuation benefits for three years — $46,000; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan — $1,913,000; and anticipated excise tax and gross-up payment — $2,296,000. The total value of these change in control benefits would have been $7,739,000. In addition, Mr. Marsh would have been paid amounts previously earned, but not yet paid, as follows: 2006 actual short-term annual incentive award — $234,206; Executive Deferred Compensation Plan account balance — $1,105,338; Supplemental Executive Retirement Plan and Retirement Plan account balances — $934,000; vacation accrual — $9,000; as well as his 401(k) Plan account balance.

        Mr. Mood would have been entitled to the following: an amount equal to three times his base salary and target short-term incentive award — $1,575,000; an amount equal to the excess payable under the Supplemental Executive Retirement Plan as calculated under the assumptions described above — $0; an amount equal to insurance continuation benefits for three years — $35,000; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan — $853,000; and anticipated excise tax and gross-up payment — $1,090,000. The total value of these change in control benefits would have been $3,553,000. In addition, Mr. Mood would have been paid amounts previously earned, but not yet paid, as follows: 2006 actual short-term annual incentive award — $122,500; Executive Deferred Compensation Plan account balance — $68,533; Supplemental Executive Retirement Plan and Retirement Plan account balances — $90,000; vacation accrual — $0; as well as his 401(k) Plan account balance.

        Mr. Bullwinkel would have been entitled to the following: an amount equal to three times his base salary and target short-term incentive award — $2,040,000; an amount equal to the excess payable under the Supplemental Executive Retirement Plan as calculated under the assumptions described above — $380,000; an amount equal to insurance continuation benefits for three years — $44,000; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan — $1,187,000; and

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anticipated excise tax and gross-up payment — $1,581,000. The total value of these change in control benefits would have been $5,232,000. In addition, Mr. Bullwinkel would have been paid amounts previously earned, but not yet paid, as follows: 2006 actual short-term annual incentive award — $178,500; Executive Deferred Compensation Plan account balance — $1,430,237; Supplemental Executive Retirement Plan and Retirement Plan account balances — $1,867,000; vacation accrual — $22,000; as well as his 401(k) Plan account balance.

        Mr. Byrne would have been entitled to the following: an amount equal to three times his base salary and target short-term incentive award — $1,922,000; an amount equal to the excess payable under the Supplemental Executive Retirement Plan as calculated under the assumptions described above — $807,000; an amount equal to insurance continuation benefits for three years — $63,000; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan — $1,119,000; and anticipated excise tax and gross-up payment — $1,716,000. The total value of these change in control benefits would have been $5,627,000. In addition, Mr. Byrne would have been paid amounts previously earned, but not yet paid, as follows: 2006 actual short-term annual incentive award — $168,168; Executive Deferred Compensation Plan account balance — $439,168; Supplemental Executive Retirement Plan and Retirement Plan account balances — $353,000; vacation accrual — $17,000; as well as his 401(k) Plan account balance.

        In addition to the foregoing benefits, all option and stock awards set forth in the "2006 Outstanding Equity Awards at Fiscal Year-End" table would have vested for each Named Executive Officer.

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