The Company contributes matching contributions on employee base salary deferrals that exceed the limits on compensation imposed by the U.S. tax code. In addition, when the U.S. tax code limits Employer Retirement Income Contributions (ERIC), the ERIC contributions are made into the Deferred Compensation Plan. In 2021, these contributions were as follows:
|
Name
|
|
|
|
3% ERIC
|
|
|
|
Company Matching Contribution
|
|
|
John C. Plant
|
|
|
|
|
$ |
39,300 |
|
|
|
|
|
$ |
78,600 |
|
|
|
Kenneth J. Giacobbe
|
|
|
|
|
$ |
24,320 |
|
|
|
|
|
$ |
8,938 |
|
|
|
Neil E. Marchuk
|
|
|
|
|
$ |
26,658 |
|
|
|
|
|
$ |
18,965 |
|
|
|
Lola F. Lin
|
|
|
|
|
$ |
0 |
|
|
|
|
|
$ |
0 |
|
|
|
Michael N. Chanatry
|
|
|
|
|
$ |
15,890 |
|
|
|
|
|
$ |
12,975 |
|
|
|
Tolga I. Oal
|
|
|
|
|
$ |
32,565 |
|
|
|
|
|
$ |
33,018 |
|
|
These amounts are included in the column “All Other Compensation” in the “2021 Summary Compensation Table.”
All nonqualified pension and deferred compensation obligations are general unsecured liabilities of the Company until paid. Upon termination of employment, deferred compensation will be paid in cash as a lump sum or in up to ten annual installments, depending on the individual’s election, account balance and retirement eligibility.
Potential Payments upon Termination or Change in Control
Mr. Plant Letter Agreement Termination Protections. Per his letter agreements, if Mr. Plant’s employment with the Company was terminated without cause or he terminated his employment for good reason or due to his death or disability as of December 31, 2021, he would have been entitled to:
i.
If his employment is terminated without cause or for good reason, a cash severance payment of $3,200,000;
ii.
If his employment is terminated without cause or for good reason, immediate vesting of the outstanding portion of his April 2, 2020 and June 9, 2020 RSU awards, which were valued at $31,531,468 on December 31, 2021; and if terminated due to his death or disability, immediate vesting of a prorated portion of those awards, which were valued at $11,827,647 on December 31, 2021;
iii.
If his employment is terminated without cause or for good reason or due to his death or disability, immediate vesting of the 1,600,000 PRSUs granted in 2020 that were earned in 2020 and 2021 through the achievement of the stock price hurdles, which were valued at $50,928,000 on December 31, 2021, with the remaining 500,000 PRSUs forfeited; and
iv.
If his employment is terminated without cause or for good reason, immediate vesting of his October 14, 2021 award, which was valued at $15,915,000 on December 31, 2021; and if terminated due to his death or disability, immediate vesting of a prorated portion of the award, which was valued at $1,534,450 on December 31, 2021.
Per his letter agreements, if after a change in control on December 31, 2021, Mr. Plant’s employment with the Company was terminated without cause or he left for good reason, Mr. Plant would be entitled to:
i.
If the termination occurred within two years of a change in control, a cash payment equal to $20,286,500, which is the product of 650,000 multiplied by the Average Price, as defined in his letter agreements, on the day prior to the change in control.
ii.
Immediate vesting of the outstanding portion of his April 2, 2020 and June 9, 2020 RSU awards, which were valued at $31,531,468 on December 31, 2021;
iii.
Immediate vesting of the 1,600,000 PRSUs granted in 2020 that were earned in 2020 and 2021 through the achievement of the stock price hurdles, which were valued at $50,928,000 on December 31, 2021, with the remaining 500,000 PRSUs forfeited; and
iv.
Immediate vesting of his October 14, 2021 RSU award, which was valued at $15,915,000 on December 31, 2021.
Mr. Plant also entered into a confidentiality, developments, non-competition and non-solicitation agreement with the Company, which includes a perpetual confidentiality covenant as well as non-competition and employee and customer non-solicitation covenants that apply during employment and for a period of one year following termination of employment for any reason.