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This excerpt taken from the SMG DEF 14A filed Dec 20, 2007. Footnote
to Column (g) of the All Other Compensation Table
The amount in this column reflects additional forms of
compensation to each NEO. The Discounted Stock Purchase Plan
allows employees to buy the Company’s common shares at a
10% discount from the then current market price. There are
financial planning services offered to executives which have an
“opt-out” payment of $4,000 to those executives who do
not use the service. The comprehensive financial planning
services integrate benefits and compensation with estate
planning, investment planning, retirement planning and tax
planning.
As a result of his participation in the Discounted Stock
Purchase Plan, Mr. Hagedorn realized additional
compensation of $2,667, associated with purchasing common shares
of the Company at a 10% discount from the then current market
price. Mr. Hagedorn elected to receive an opt-out payment
in lieu of receiving Company-paid financial planning services,
which increased his compensation by $4,000 for the 2007 fiscal
year. This column also reflects the cost of
Mr. Hagedorn’s personal usage of company-owned
aircraft ($370,280), excluding the cost of commuting that was
reported in column (f). The value reported for his personal
usage does not include the cost of ferry legs, i.e.
“deadhead flights” ($117,740). The reported aggregate
incremental cost of his personal usage of company-owned aircraft
was based on the direct operating costs associated with
operating a flight from origination to destination, such as
fuel, oil, landing fees, crew hotels and meals, on-board
catering, trip-related maintenance, and trip-related
hangar/parking costs. Since company-owned aircraft are used
primarily for business travel, the calculation method excludes
the fixed costs which do not change based on usage, such as
pilots’ salaries, the purchase cost of company-owned
aircraft and the cost of maintenance not related to trips. The
aggregate incremental cost reported does not include the
incremental tax cost of $491,850 to the Company, associated with
the partial loss of a tax deduction of aircraft-related costs,
as a result of Mr. Hagedorn’s personal use of
company-owned aircraft. Mr. Hagedorn also received a
deferred dividend of $18,750 related to a grant of
30,000 shares of restricted stock which were granted on
November 19, 2003 and vested on November 19, 2006.
The value of Company-paid financial planning services for
Mr. Evans increased his compensation by $3,415 for the 2007
fiscal year.
Mr. Sanders elected to receive the opt-out payment in lieu
of receiving Company-paid financial planning services, which
increased his compensation by $4,000 for the 2007 fiscal year.
Mr. Sanders also received a deferred dividend of $86,250
related to a grant of 10,000 performance shares which were
granted on December 9, 2005 and vested on April 2,
2007.
As a result of her participation in the Discounted Stock
Purchase Plan, Ms. Stump realized additional compensation
of $667, associated with purchasing common shares of the Company
at a 10% discount from the then current market price. The value
of Company-paid financial planning services for Ms. Stump
increased her compensation by $6,779 for the 2007 fiscal year.
Mr. Nagel elected to receive the opt-out payment in lieu of
receiving Company-paid financial planning services, which
increased his compensation by $4,000 for the 2007 fiscal year.
Mr. Nagel also received
compensation of $1,401,068 in connection with his resignation
from the Company on July 18, 2007. Mr. Nagel entered
into a separation agreement and release on July 18, 2007
that terminated his previous employment agreement with the
Company (entered into on November 13, 2006) by reason
of Mr. Nagel’s resignation and addresses the payments
and benefits to which Mr. Nagel will be entitled, in lieu
of any payment or benefits pursuant to his employment agreement
or addressed in the CD&A, in connection with his
resignation. Such payments and benefits consisted of, among
other things, payment for up to 18 months after his
resignation of a monthly amount equal to Mr. Nagel’s
cost of health care coverage and a lump sum cash payment of
$1,400,000, which represented the negotiated value of
Mr. Nagel’s unvested options, as offset by certain
other amounts. Mr. Nagel will not be entitled to any
severance or other payments under any severance, separation,
bonus or other benefit plan maintained by the Company or its
subsidiaries. All unvested options, shares of restricted stock,
SARs or other rights held by Mr. Nagel under any
equity-based compensation plan of the Company were forfeited,
while all vested options held by Mr. Nagel remained
exercisable in accordance with the terms of the relevant plan
and award agreement. Mr. Nagel will also be entitled to any
vested benefits he had as of July 18, 2007 under other
benefit plans or programs of the Company or its subsidiaries,
including the RSP ($415,683) and the ERP ($578,253). In exchange
for the payments and benefits described above, Mr. Nagel
agreed to release all claims against the Company and all related
entities, agreed to cooperate with the Company in the
prosecution or defense of existing or future proceedings, and
agreed that the employee confidentiality, noncompetition and
nonsolicitation agreement previously executed by Mr. Nagel
on August 7, 2006 would remain in full force and effect. If
Mr. Nagel materially breaches any provision of the
separation agreement and release or facts are subsequently
discovered that show he engaged during the term of his
employment with the Company in activities that would constitute
“Cause” as defined in his employment agreement, then
the $1,400,000 lump sum payment, net of applicable withholdings,
paid under the settlement agreement and release is subject to
forfeiture within two years after the activity or breach or
discovery of the activity or breach by the Company.
As a result his participation in the Discounted Stock Purchase
Plan, Mr. Aronowitz realized additional compensation of
$1,556, associated with purchasing common shares of the Company
at a 10% discount from the then current market price.
Mr. Aronowitz elected to receive the opt-out payment in
lieu of receiving Company-paid financial planning services,
which increased his compensation by $4,000 for the 2007 fiscal
year. Mr. Aronowitz also received compensation of $851,068
in connection with his resignation from the Company on
July 17, 2007. Mr. Aronowitz entered into a separation
agreement and release with the Company on July 17, 2007
that provided certain payments and benefits different from those
addressed in the CD&A. Such payments and benefits consisted
of, among other things, payment for up to 18 months after
his resignation of a monthly amount equal to
Mr. Aronowitz’s cost of health care coverage and a
lump sum cash payment of $850,000, which represented the
negotiated value of Mr. Aronowitz’s unvested options,
as offset by certain other amounts. Mr. Aronowitz will not
be entitled to any severance or other payments under any
severance, separation, bonus or other benefit plan maintained by
the Company or its subsidiaries. All unvested options, shares of
restricted stock, SARs or other rights held by
Mr. Aronowitz under any equity-based compensation plan of
the Company were forfeited, while all vested options held by
Mr. Aronowitz remained exercisable in accordance with the
terms of the relevant plan and award agreement.
Mr. Aronowitz will also be entitled to any vested benefits
he had as of July 17, 2007 under other benefit plans or
programs of the Company or its subsidiaries, including the RSP
($376,645) and the ERP ($1,304,451). In exchange for the
payments and benefits described above, Mr. Aronowitz agreed
to release all claims against the Company and all related
entities, agreed to cooperate with the Company in the
prosecution or defense of existing or future proceedings, and
agreed that the employee confidentiality, noncompetition and
nonsolicitation agreement previously executed by
Mr. Aronowitz on May 11, 2006 would remain in full
force and effect. If Mr. Aronowitz materially breaches any
provision of the separation agreement and release or facts are
subsequently discovered that show he engaged during the term of
his employment with the Company in activities that would
constitute cause, then the $850,000 lump sum payment, net of
applicable withholdings, paid under the settlement agreement and
release is subject to forfeiture within two years after the
activity or breach or discovery of the activity or breach by the
Company.
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