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last day of the calendar year. Health and welfare benefits would continue for the remainder of the contract term, except for Mr.
Dan Amos, who is entitled to health and welfare benefits under the RPSO, and Mr. Kirsch, whose employment agreement’s term
ends the last day of the calendar year. The table also reflects the value of continued medical benefits for Mr. Cloninger’s
spouse and dependents payable under his employment agreement.
(2)
Termination for good cause eliminates the salary continuation and non-equity incentive award obligation for the remainder of the
contract period and the executive (except for Mr. Daniel P. Amos) forfeits his participation in any supplemental retirement plan.
In addition, all equity awards, whether vested or unvested, are forfeited.
(3)
Voluntary termination by the executive without good reason eliminates the salary continuation and non-equity incentive award
obligations for the remainder of the contract term. In addition, nonvested equity awards will be forfeited; except in the case of
Messrs. Daniel P. Amos and Cloninger, who are retirement eligible under the terms of the Company’s equity agreements and will
vest in all equity awards granted at least one year before the date employment terminates (subject to Company performance
goals being satisfied).
(4)
If the executive competes with the Company after termination, he will forfeit the right to any further salary and non-equity
incentive award payments from the Company and any benefits under the RPSO and SERP.
(5)
Upon the executive’s death, the estate of the executive (other than Mr. Kirsch) is entitled to receive terminal pay (paid in equal
installments over 36 months) equal to the amount of the executive’s base pay and non-equity incentive award paid in the
previous 36 months of his life. Additionally, retirement benefits in this column include the present value of the accumulated
benefit obligation for a surviving spouse annuity under the RPSO for Mr. Daniel P. Amos and under the SERP for Messrs.
Cloninger and Paul S. Amos II. Messrs. Crawford and Kirsch do not participate in the SERP. The NEOs and other officers also
are eligible for life insurance benefits along with, and on the same basis as, the Company’s other salaried employees.
(6)
Any disability benefits paid in the form of salary continuation or non-equity incentive awards would be offset by the maximum
annual amount allowed ($144,000) under the Company sponsored disability income plan. Mr. Cloninger’s benefit is reduced by
60% since he has qualified for the maximum percentage of benefits available under the SERP.
(7)
Upon termination after a change in control, Messrs. Crawford and Paul S. Amos II would each be entitled a lump-sum severance
payment of three times the sum of: (i) annual base salary in effect immediately prior to the change in control, and (ii) the higher of
the non-equity incentive award paid in the year preceding the termination date or the year preceding the change in control.
Because Mr. Crawford was hired in 2015 and had not yet received a non-equity award payment as of December 31, 2015, his
severance payment would be based solely on his base salary. Mr. Daniel P. Amos has waived his severance payment, Mr.
Cloninger would not receive this severance payment since he has reached the maximum percentage of benefits available under
the SERP, and Mr. Kirsch is not eligible for this severance payment under his employment agreement as in effect in 2015.
(8)
The non-equity incentive award amounts on this line do not include the 2015 non-equity incentive awards that were paid to the
NEOs in March 2016 and which were nonforfeitable as of December 31, 2015, under all circumstances other than termination for
competition.
(9)
Amounts in this row generally include (i) the present value of the applicable benefits payable under the RPSO and SERP and (ii)
certain additional amounts determined under the executive’s employment agreement in lieu of continued participation in the
Company’s broad-based retirement plans. However, amounts included in this column reflecting benefits payable under the
SERP may differ from the amounts shown in the Pension Benefits table due to reduced SERP benefits payable upon termination
for “good cause” or death, and for Mr. Paul S. Amos II, because he has less than the required years of credited service to qualify
for certain pension benefits.
(10)
Amounts in this row generally represent the estimated lump sum present value of all premiums that would be paid by the
Company for applicable health and welfare benefits. Except in the event of his termination with competition, the value shown for
Mr. Daniel P. Amos includes his post-employment medical benefits under the RPSO for his life and the life of his spouse; the
value of certain other welfare benefits; and non-medical fringe benefits (including office space) for his life. The value of health
coverage for each of Mr. Cloninger, Mr. Paul S. Amos II, and Mr. Crawford is the monthly cost of Company-paid premiums for
active employee coverage under the health plan times the number of months of Company-paid continued coverage for which he
is eligible as determined under his employment agreement. The value of Mr. Cloninger's health coverage also includes the
actuarially calculated value of the Company’s obligation to provide continued medical coverage for his spouse and dependent
children pursuant to the terms of his employment agreement.
(11)
Represents the estimated value of accelerated vesting of stock options and restricted stock awards. The value for stock options
and restricted stock awards was determined as follows: for stock options, the excess of the per share closing price on the NYSE
on the last business day of the year over the per share option exercise price multiplied by the number of unvested option shares;
for restricted stock awards, the number of unvested stock awards multiplied by the same per share closing price used for
options. The values of these awards that are performance based assume maximum performance goals were achieved.
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