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This excerpt taken from the WDC DEF 14A filed Sep 28, 2009. Termination
Without Cause — No Change in Control
Our Board of Directors adopted an Executive Severance Plan on
February 16, 2006, which provides for certain severance
benefits in the event a executive’s employment is
terminated without “cause.” For these purposes,
“cause” generally has the meaning described in the
preceding section. For the specific definition of cause, please
refer to the Executive Severance Plan as filed with the
Securities and Exchange Commission.
Participants in the Executive Severance Plan include members of
our senior management who our Board of Directors or Compensation
Committee has designated as a Tier 1 Executive, Tier 2
Executive or Tier 3 Executive. The level of severance
benefits payable under the Executive Severance Plan depend upon
the executive’s designated Tier. The Compensation Committee
has designated each of our named executive officers as a
Tier 1 Executive under our Executive Severance Plan.
The Executive Severance Plan provides that a Tier 1
Executive such as each of our named executive officers will
receive the following severance benefits in the event we
terminate the executive’s employment without cause:
(1) a lump severance payment minus applicable taxes equal
to the executive’s monthly base salary multiplied by
twenty-four (24);
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(2) a lump sum pro-rata bonus payment minus applicable
taxes under our bonus program for the bonus cycle in which the
executive’s termination date occurs (determined based on
the number of days in the applicable bonus cycle during which
the executive was employed (not to exceed six months) and
assuming 100% of the performance targets subject to the bonus
award are met regardless of actual funding by us);
(3) acceleration of the vesting of the executive’s
then outstanding equity awards that are subject to time-based
vesting to the extent such equity awards would have vested and
become exercisable or payable, as applicable, if the executive
had remained employed for an additional six months;
(4) outplacement services provided by a vendor chosen by us
and at our expense for 12 months following the
executive’s termination of employment; and
(5) payment by us of applicable COBRA premium payments
following expiration of the executive’s company-provided
medical, dental
and/or
vision coverage existing as of the executive’s termination
date for eighteen (18) months or, if earlier, until the
executive otherwise becomes eligible for equivalent coverage
under another employer’s plan.
Payment of severance benefits under the Executive Severance Plan
is conditioned upon the executive’s execution of a valid
and effective release of claims. In addition, no executive is
entitled to a duplication of benefits under the Executive
Severance Plan or any other severance plan of ours or our
subsidiaries.
This excerpt taken from the WDC DEF 14A filed Sep 23, 2008. Termination
Without Cause — No Change in Control
Our Board of Directors adopted an Executive Severance Plan on
February 16, 2006, which provides for certain severance
benefits in the event a participant’s employment is
terminated without “cause.” For these
purposes, “cause” generally has the meaning described
in the preceding section. For the specific definition of cause,
please refer to the Executive Severance Plan as filed with the
Securities and Exchange Commission.
Participants in the Executive Severance Plan include members of
our senior management who our Board of Directors or Compensation
Committee has designated as a Tier 1 Executive, Tier 2
Executive or Tier 3 Executive. The level of severance
benefits payable under the Executive Severance Plan depend upon
the participant’s designated Tier. The Compensation
Committee has designated each of our named executive officers as
Tier 1 Executives under our Executive Severance Plan.
The Executive Severance Plan provides that Tier 1
Executives such as our named executive officers will receive the
following severance benefits in the event we terminate the
executive’s employment without cause:
(1) a lump severance payment minus applicable taxes equal
to the participant’s monthly base salary multiplied by
twenty-four (24);
(2) a lump sum pro-rata bonus payment minus applicable
taxes under our bonus program for the bonus cycle in which the
participant’s termination date occurs (determined based on
the number of days in the applicable bonus cycle during which
the participant was employed (not to exceed six months) and
assuming 100% of the performance targets subject to the bonus
award are met regardless of actual funding by us);
(3) acceleration of the vesting of the participant’s
then outstanding equity awards that are subject to time-based
vesting to the extent such equity awards would have vested and
become exercisable or payable, as applicable, if the participant
had remained employed for an additional six months;
(4) outplacement services provided by a vendor chosen by us
and at our expense for 12 months following the
participant’s termination of employment; and
(5) payment by us of applicable COBRA premium payments
following expiration of the participant’s company-provided
medical, dental
and/or
vision coverage existing as of the participant’s
termination date for eighteen (18) months or, if earlier,
until the participant otherwise becomes eligible for equivalent
coverage under another employer’s plan.
Payment of severance benefits under the Executive Severance Plan
is conditioned upon the participant’s execution of a valid
and effective release of claims. In addition, no participant is
entitled to a duplication of benefits under the Executive
Severance Plan or any other severance plan of ours or our
subsidiaries.
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