61 / 68
calendar year and (iv) Mr. Tonoike, whose employment agreement expired on December 31, 2014 and benefits would not be
payable after that date. 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. Mr. Cloninger will not receive health and welfare benefits
under his employment agreement because he is eligible for retiree medical benefits; the table reflects the value of health and
welfare benefits for his spouse and dependents payable under his employment agreement.
(2)
Termination for good cause eliminates the salary 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.
(3)
Voluntary termination by the executive without good reason eliminates the salary 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, Cloninger and Tonoike, who are retirement eligible and will vest under the terms of the Company’s equity agreements.
(4)
If the executive competes with the Company upon 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 death, the executive’s estate 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 for the previous 36 months of his life, with the exception of
Mr. Kirsch. Mr. Tonoike’s employment agreement ended December 31, 2014, therefore, these benefits are no longer payable
upon his death. Additionally, retirement benefits in this column reflect the present value of the accumulated benefit obligation for
a surviving spouse annuity. The NEOs and other officers are eligible for life insurance coverage along with, and on the same
basis as, the Company’s other salaried employees.
(6)
Any actual Company paid disability benefits would be offset by the maximum annual amount allowed ($144,000) under the
Company sponsored disability income plan (which applies to all NEOs other than Mr. Tonoike). Mr. Cloninger’s benefit is
reduced by 40% since he has qualified for the maximum percentage of benefits available under the SERP. Mr. Tonoike’s
employment agreement ended December 31, 2014, therefore, no disability benefits would be payable if he became disabled on
or after that date.
(7)
Termination after a change in control entitles Messrs. Paul S. Amos II and Tonoike to a lump-sum severance payment of three
times the sum of: (i) the executive’s 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. Mr.
Tonoike’s employment agreement ended December 31, 2014, therefore, these benefits are no longer payable after that date.
(8)
The non-equity incentive award amounts on this line do not include the 2014 non-equity incentive award that was paid to the
NEOs in March 2015 and which was nonforfeitable as of December 31, 2014, under all circumstances other than termination for
competition.
(9)
Amounts disclosed in this column 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)
Generally represents the estimated lump sum present value of all premiums that would be paid for applicable health and welfare
plan 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; where applicable the value of certain other
welfare benefits; and non-medical fringe benefits (including office space) for his life. The value for Mr. Cloninger's health
coverage in the event of a separation from service, for all reasons other than for cause, is actuarially calculated to represent the
obligation to provide such coverage for his spouse and dependent children pursuant to the terms of his employment agreement.
The value represented here for health coverage in the event of a separation from service for Mr. Paul S. Amos II is the monthly
cost of COBRA coverage under the health plan times the number of months of continued coverage for which he is eligible as
determined under his employment agreement.
(11)
Represents the estimated value of accelerated vesting of stock options and awards. The value for stock options and 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 stock awards, the number
of unvested stock awards multiplied by the same per share closing price used for options.
(12)
Totals were calculated to present a full walk-away value and include salary, non-equity incentive award, severance where
applicable, the present value of the NEO’s accumulated benefit under all retirement plans except the Pension Plan as presented
above in the Pension Benefits table or as a surviving spouse benefit in the death column, the present value of any health and
welfare benefits, and the value of long-term equity incentives that would accelerate.
57