This excerpt taken from the UPL DEF 14A filed Apr 9, 2009.
Potential Payouts Upon Change of Control and Termination
Our named executive officers are entitled to severance benefits in the event their employment with the Company is involuntarily terminated other than for cause or is voluntarily terminated for good reason within two years of a change of control. Based on a hypothetical termination date of December 31, 2008, the change of control payments to our named executive officers would have been as follows:
For our executive officers (other than our CEO whose severance benefits were set forth in his employment agreement) we provide for: (i) a lump sum severance payment equal to two times the executives base salary plus the maximum bonus opportunity under the AIP; (ii) continuation of life and health insurance benefits for two years at existing group rates; (iii) immediate vesting of all stock options awards which are exercisable for one year following termination; and (iv) immediate vesting of all LTIP and Best in Class awards at maximum levels.
A change of control is generally defined as:
Good reason includes a reduction in the officers base salary, diminution of duties or relocation greater than 50 miles without consent.