List of Accelerated Payments and Benefits
EX-2.4 5 d31635exv2w4.htm LIST OF ACCELERATED PAYMENTS AND BENEFITS exv2w4
Exhibit 2.4
Acceleration of Payments and Benefits
To Named Executive Officers
To Named Executive Officers
William R. Floyd
Shares of | ||||||||
Company Common Stock | ||||||||
Benefit Plan | Cash Payment* | Vested Early* | ||||||
EDC Plan** | $ | 3,621,883 | N/A | |||||
SERP | 4,754,542 | N/A | ||||||
ESERP | N/A | N/A | ||||||
2003 Long Term Program | 208,417 | N/A | ||||||
1997 Long Term Incentive Plan Cash Awards | ||||||||
2004 Grant | 1,675,633 | N/A | ||||||
2005 Grant | 2,250,001 | N/A | ||||||
1997 Long Term Incentive Plan Restricted Stock Awards | ||||||||
2002 Grant | N/A | 43,750 | ||||||
2003 Grant | N/A | 104,375 | ||||||
2004 Grant | N/A | 214,822 | ||||||
2005 Grant | N/A | 188,442 | ||||||
1997 Long Term Incentive Plan Performance Stock Awards | ||||||||
2004 Grant | N/A | 134,051*** | ||||||
2005 Grant | N/A | 180,001**** | ||||||
Severance | 0 | N/A | ||||||
Total | 12,510,476 | 865,441 |
*Before withholding for taxes.
**Includes payment of $1,906,098 under the Retention Enhancement Plan, established
***Performance-based stock units granted with an aggregate cash value at the time of grant of $1,675,633 (the Dollar Value). The number of performance shares issued was determined by dividing the by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.
****Performance-based stock units granted with an aggregate cash value at the time of grant of $2,250,001 (the Dollar Value). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.
Douglas J. Babb
Shares of | ||||||||
Company Common Stock | ||||||||
Benefit Plan | Cash Payment* | Vested Early* | ||||||
EDC Plan | $ | 191,055 | N/A | |||||
SERP | N/A | N/A | ||||||
ESERP | 1,622,907 | N/A | ||||||
2003 Long Term Program | 81,392 | N/A | ||||||
1997 Long Term Incentive Plan Cash Awards | ||||||||
2004 Grant | 404,343 | N/A | ||||||
2005 Grant | 431,001 | N/A | ||||||
1997 Long Term Incentive Plan Restricted Stock Awards | ||||||||
2003 Grant | N/A | 41,667 | ||||||
2004 Grant | N/A | 51,838 | ||||||
2005 Grant | N/A | 36,097 | ||||||
1997 Long Term Incentive Plan Performance Stock Awards | ||||||||
2004 Grant | N/A | 32,348** | ||||||
2005 Grant | N/A | 34,481*** | ||||||
Severance | 2,330,000 | N/A | ||||||
Total | 5,060,698 | 196,431 |
*Before withholding for taxes
**Performance-based stock units granted with an aggregate cash value at the time of grant of $404,343 (the Dollar Value). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.
***Performance-based stock units granted with an aggregate cash value at the time of grant of $430,001 (the Dollar Value). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.
David R. Devereaux
Shares of | ||||||||
Company | ||||||||
Common Stock | ||||||||
Benefit Plan | Cash Payment* | Vested Early* | ||||||
EDC Plan | $ | 56,212 | N/A | |||||
SERP | N/A | N/A | ||||||
ESERP | 1,583,051 | ** | N/A | |||||
2003 Long Term Program | 91,813 | N/A | ||||||
1997 Long Term Incentive Plan Cash Awards | ||||||||
2004 Grant | 429,353 | N/A | ||||||
2005 Grant | 456,998 | N/A | ||||||
1997 Long Term Incentive Plan Restricted Stock Awards*** | ||||||||
2003 Grant | N/A | 31,250 | ||||||
2004 Grant | N/A | 41,283 | ||||||
2005 Grant | N/A | 28,706 | ||||||
1997 Long Term Incentive Plan Performance Stock Awards*** | ||||||||
2004 Grant | N/A | 25,762 | **** | |||||
2005 Grant | N/A | 27,329 | ***** | |||||
Severance | 2,015,000 | N/A | ||||||
Total | 4,632,427 | 154,330 |
*Before withholding for taxes.
**Excludes $56,957.62 transferred pursuant to a domestic relations order.
***Share amounts exclude shares transferred pursuant to a domestic relations order.
****Performance-based stock units granted with an aggregate cash value at the time of grant of $322,015 (the Dollar Value). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.
*****Performance-based stock units granted with an aggregate cash value at the time of grant of $341,612 (the Dollar Value). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.
Jeffrey P. Freimark
Shares of | ||||||||
Company | ||||||||
Common Stock | ||||||||
Benefit Plan | Cash Payment* | Vested Early* | ||||||
EDC Plan | $ | 360,009 | N/A | |||||
SERP | N/A | N/A | ||||||
ESERP | 1,640,009 | N/A | ||||||
2003 Long Term Program | 91,809 | |||||||
1997 Long Term Incentive Plan Cash Awards | ||||||||
2004 Grant | 429,344 | N/A | ||||||
2005 Grant | 456,998 | N/A | ||||||
1997 Long Term Incentive Plan Restricted Stock Awards | ||||||||
2003 Grant | N/A | 41,667 | ||||||
2004 Grant | N/A | 55,043 | ||||||
2005 Grant | N/A | 38,275 | ||||||
1997 Long Term Incentive Plan Performance Stock Awards | ||||||||
2004 Grant | N/A | 34,348 | ** | |||||
2005 Grant | N/A | 36,560 | *** | |||||
Severance | 0 | N/A | ||||||
Total | 2,978,169 | 205,893 |
*Before withholding for taxes
**Performance-based stock units granted with an aggregate cash value at the time of grant of $429,344 (the Dollar Value). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.
***Performance-based stock units granted with an aggregate cash value at the time of grant of $456,998 (the Dollar Value). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.
Cindy H. Susienka
Shares of | ||||||||
Company | ||||||||
Common Stock | ||||||||
Benefit Plan | Cash Payment* | Vested Early* | ||||||
EDC Plan | $ | 477,971 | N/A | |||||
SERP | N/A | N/A | ||||||
ESERP | 1,388,463 | N/A | ||||||
2003 Long Term Program | 68,333 | |||||||
1997 Long Term Incentive Plan Cash awards | ||||||||
2004 Grant | 384,992 | N/A | ||||||
2005 Grant | 384,997 | N/A | ||||||
1997 Long Term Incentive Plan Restricted Stock Awards | ||||||||
2003 Grant | N/A | 20,000 | ||||||
2004 Grant | N/A | 49,358 | ||||||
2005 Grant | N/A | 32,245 | ||||||
1997 Long Term Incentive Plan Performance Stock Awards | ||||||||
2004 Grant | N/A | 30,800 | ** | |||||
2005 Grant | N/A | 30,800 | *** | |||||
Severance | 2,655,000 | N/A | ||||||
Total | 5,359,756 | 163,203 |
*Before withholding for taxes
**Performance-based stock units granted with an aggregate cash value at the time of grant of $384,992 (the Dollar Value). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.
***Performance-based stock units granted with an aggregate cash value at the time of grant of $384,997 (the Dollar Value). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.