If Mr. Barry’s employment was terminated by the Company without cause or by
Mr. Barry for good reason in connection with a change in control in 2022, Mr. Barry would immediately become vested in 100% of the target EBITDA PRSUs.
The NEO’s participation in any life, health, and automobile benefits will continue at
the same cost as if the NEO was an employee for a prorated three-year period. The NEO would also be eligible for outplacement services. The Executive Severance Plan does not contain any tax gross-up or modified single-trigger provisions.
INVOLUNTARY TERMINATION NOT FOR CAUSE
In February 2007, the Board adopted the Executive Officer Pay Continuation Policy (the
“Pay Continuation Policy”) to provide severance cash payments and other benefits if we terminated an executive officer without cause (not for death, disability or cause). Except for Mr. Moster and Mr. Barry, who would receive lump-sum cash
payments pursuant to the terms of their respective severance agreements described in the subsection “Voluntary Termination For Good Reason” of this section, executive officers with less than seven years of service would receive six months of
salary, and executive officers with seven or more years of service would receive up to one year’s salary. Under the Pay Continuation Policy, executive officers would also receive continued health and welfare benefits for a period of up to
twelve months following termination and outplacement services. To receive payments under the Pay Continuation Policy, executives must execute a general release containing a release of all claims against us, a covenant not to sue, a
non-competition covenant, and a non-disparagement agreement, all in form and substance satisfactory to us. All benefits under the Pay Continuation Policy will cease on the last day of the month in which the executive officer commences new
employment.
Also, in the event of an involuntary termination without cause, any outstanding Stock
Price PRSUs held by Mr. Moster or Ms. Ingersoll that have achieved the applicable price per share goal at the time of termination would vest upon termination, and any unearned Stock Price PRSUs would be forfeited.
Additionally, in the event of an involuntary termination without cause in 2022,
Mr. Barry would immediately become vested in a pro-rated portion of the target EBITDA PRSUs with respect to the 2022 EBITDA performance goal and the remaining EBITDA PRSUs would be forfeited.
Restricted stock, RSUs, PUP awards and PSUs (in the case of Mr. Moster), in each case,
that have been outstanding for at least 12 months, would vest upon the lapse of the vesting period on a pro-rata basis (percentage of time from the grant date to the termination date).
The equity award vesting is subject to the NEO’s execution of a separation agreement
and release of claims, at the Company’s request.
VOLUNTARY TERMINATION FOR GOOD REASON
NQSOs will vest on an accelerated basis upon a resignation for “good reason,” and
Mr. Barry’s one-time grant of 77,720 RSUs made in August 2020 would vest on a pro-rated basis. Any outstanding Stock Price PRSUs held by Mr. Moster or Ms. Ingersoll that have achieved the applicable price per share goal at the time of
termination would vest upon termination, and any unearned Stock Price PRSUs would be forfeited. Additionally, in the event of a voluntary termination by Mr. Barry for good reason in 2022, Mr. Barry would immediately become vested in a pro-rated
portion of the target EBITDA PRSUs with respect to the 2022 EBITDA performance goal and the remaining EBITDA PRSUs would be forfeited. All other unvested restricted stock, RSUs, PSUs (in the case of Mr. Moster), and PUP awards held by the NEO
would be forfeited upon the NEO’s resignation for good reason.
In addition, Messrs. Moster and Barry each have a severance agreement that provides for
post-termination payments upon (i) an involuntary termination not for cause by us or (ii) a voluntary termination of employment by either of them for “good reason” as defined under their respective severance agreements. In these scenarios,
Messrs. Moster and Barry will each receive the equivalent of two years or one year, respectively, of their base salary, plus a pro-rata portion of the annual cash incentive granted under the MIP for the year in which the termination occurs, to
the extent earned, provided that they timely execute a satisfactory release of all claims, waiver of rights, and covenant not to sue. Mr. Moster must also resign from our Board of Directors.
