WABC » Topics » Change in Control

This excerpt taken from the WABC DEF 14A filed Mar 12, 2009.

Change in Control

A change in control is defined under the Amended Stock Option Plan as Shareholder approval of a dissolution or liquidation of the Corporation or a sale of substantially all of the Corporation’s assets to another corporation, or a tender offer for 5% or more of the Corporation’s outstanding common stock or a merger in which the Corporation’s shareholders before the merger hold less than 50% of the voting power of the surviving corporation after the merger.

In the event of a change in control, unvested NQSOs and RPS shares immediately vest. The value of in-the-money options and RPS shares subject to accelerated vesting for each of the named executive officers is as follows: Ms. Finger: $545,154; Messrs. Payne: $482,856, Robinson: $330,536, Thorson: $521,114, and Hansen: $409,206. The value is computed by multiplying the difference between the market value on December 31, 2008, the last business day of 2008, and the exercise price of each option by the number of shares subject to accelerated vesting.

Under the Corporation’s Severance Payment Plan executive officers receive six weeks pay for every year or partial year of service up to a maximum of one year’s base salary (see Summary Compensation Table for Fiscal Year 2008 for annual base salary for all named executive officers). All named executive officers have met the service requirement for one year’s base salary. Severance pay is paid on a semi-monthly basis, but a lump sum may be paid at the discretion of the Corporation.

 

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Table of Contents
This excerpt taken from the WABC DEF 14A filed Mar 14, 2008.

Change in Control

A change in control is defined under the Amended Stock Option Plan as Shareholder approval of a dissolution or liquidation of the Corporation or a sale of substantially all of the Corporation’s assets to another corporation, or a tender offer for 5% or more of the Corporation’s outstanding common stock or a merger in which the Corporation’s shareholders before the merger hold less than 50% of the voting power of the surviving corporation after the merger.

In the event of a change in control, unvested NQSOs and RPS shares immediately vest. The value of in-the-money options and RPS shares subject to accelerated vesting for each of the named executive officers is as follows: Ms. Finger: $344,817 ; Messrs. Payne: $0 , Thorson: $302,495 , Zbacnik: $279,774 , and Hansen: $167,063 . The value is computed by multiplying the difference between the market value on December 31, 2007, the last business day of 2007, and the exercise price of each option by the number of shares subject to accelerated vesting.

Under the Corporation’s Severance Payment Plan executive officers receive six weeks pay for every year or partial year of service up to a maximum of one year’s base salary (see Summary Compensation Table for Fiscal Year 2007 for annual base salary for all named executive officers). All named executive officers have met the service requirement for one year’s base salary. Severance pay is paid on a semi-monthly basis, but a lump sum may be paid at the discretion of the Corporation.

 

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This excerpt taken from the WABC DEF 14A filed Mar 19, 2007.

Change in Control

A change in control is defined under the Amended Stock Option Plan as Shareholder approval of a dissolution or liquidation of the Corporation or a sale of substantially all of the Corporation’s assets to another corporation, or a tender offer for 5% or more of the Corporation’s outstanding common stock.

In the event of a change in control, unvested NQSOs and RPS immediately vest. The value of in-the-money options and RPS subject to accelerated vesting for each of the named executive officers is as follows: Ms. Finger: $398,264; Messrs. Payne: $85,000, Thorson: $289,235, Zbacnik: $323,236, and Hansen: $106,274. The value is computed by multiplying the difference between the market value on December 29, 2006, the last business day of 2006, and the exercise price of each option by the number of shares subject to accelerated vesting.

Under the Company’s Severance Payment Plan executive officers receive six weeks pay for every year or partial year of service up to a maximum of one year’s base salary (see Summary Compensation Table for Fiscal Year 2006 for annual base salary for all named executive officers). All named executive officers have met the service requirement for one year’s base salary. Severance pay is paid on a semi-monthly basis, but a lump sum may be paid at the discretion of the Corporation.

 

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