subject to an excise tax under Section 4999 of the Code unless, after a NEO’s payment of all taxes and penalties, the NEO has an after-tax benefit that exceeds his after-tax benefit capped at the maximum amount that would avoid a penalty under Section 4999 of the Code.
(4)
Based on Mr. Gouin’s Second Amended and Restated Employment Agreement effective January 1, 2017, which was subsequently amended on January 30, 2018.
(5)
Mr. Gouin’s cash severance amount equals the sum of (i) two times Mr. Gouin’s annualized base salary in effect as of the effective date of termination payable in 12 equal monthly installments, and (ii) a pro-rated portion (based on the number of days in the calendar year up to and including the date of termination) of the annual bonus relating to the calendar year of termination based on the actual awards for the plan year of termination, payable by March 15 of the year after the year of termination. The aggregate amount shown is based on Mr. Gouin’s base salary ($800,000) and his 2018 actual annual bonus ($900,000).
(6)
The cash severance is equal to the sum of (i) three times Mr. Gouin’s annualized base salary in effect as of the effective date of termination payable in 12 equal monthly installments, plus (ii) an amount equal to three times his target bonus for the year of termination, plus a pro-rated portion (based on the number of days in the calendar year up to and including the date of termination) of the annual bonus relating to the calendar year of termination based on the actual awards for the plan year of termination, payable by March 15 of the year after the year of termination. The aggregate amount shown is based on Mr. Gouin’s annualized base salary ($800,000), his target bonus in effect for 2018 ($1,000,000) and his 2018 actual annual bonus ($900,000).
(7)
The figure represents the sum of the value of unvested equity and performance awards for which vesting would be accelerated, as follows: (i) the value of Mr. Gouin’s 74,806 RSUs (including dividend equivalent units) as of December 31, 2018, multiplied by the closing price of our common stock on December 31, 2018 ($23.80 per share); (ii) the value of the 2016 Performance Award of $499,800 assuming a payout of 136% as of December 31, 2018; (iii) the value of the 2017 Performance Award of $2,394,000 assuming a payout of 171% as of December 31, 2018; and (iv) the value of the 2018 Performance Award of $3,000,000 assuming a payout of 200% as of December 31, 2018.
(8)
The figure represents the sum of the value of unvested equity and performance awards for which vesting would be accelerated, as follows: (i) the value of Mr. Gouin’s 74,806 RSUs (including dividend equivalent units) as of December 31, 2018 as set forth in Note (7) above; (ii) the value of the 2016 Performance Award of $367,500 assuming a target payout; (iii) the value of the 2017 Performance Award of $1,400,000 assuming a target payout; and (iv) the value of the 2018 Performance Award of $1,500,000 assuming a target payout. Mr. Gouin’s equity and performance-based awards also vest upon a Change in Control regardless of whether or not his employment terminates, without proration.
(9)
Each of Messrs. Gouin, Kersten, Malmhagen and Rajkovic is entitled to COBRA health insurance coverage for 12 months following termination of employment (eighteen months in the event of an involuntary termination on or within two years following a Change in Control) to the extent that the COBRA premiums exceed the monthly amount charged active employees by the Company for health coverage. The figures presented represent the estimated amount of such cost based on the coverage, if any, each NEO had in effect as of January 1, 2019.
(10)
The cash severance amount shown is equal to the sum of (i) one times the NEO’s annualized base salary in effect as of the effective date of termination payable in 12 equal monthly installments, plus (ii) an amount equal to the average of each NEO’s bonuses for the three fiscal years preceding the year of termination, plus a pro-rated portion (based on the number of days in the calendar year up to and including the date of termination) of the annual bonus relating to the calendar year of termination based on the actual awards for the plan year of termination, payable by March 15 of the year after the year of termination. The amount shown with respect to Mr. Kersten is based on his annualized base salary in effect as of December 31, 2018 ($450,000), the average of his bonuses for the three fiscal years ended December 31, 2017 ($385,022) and his 2018 actual annual bonus ($405,000). The amount shown with respect to Mr. Malmhagen is based on his annualized base salary in effect as of December 31, 2018 ($675,000), the average of his bonuses for the three fiscal years ended December 31, 2017 ($437,504) which for purposes of this presentation his bonuses paid in Euro have been converted to U.S. dollars based on a reported foreign exchange rate as of December 31, 2018 of one Euro being equal to $1.147, and his 2018 actual annual bonus ($668,250). The amount shown with respect to Mr. Flynn is based on his annualized base salary in effect as of December 31, 2018 ($360,000), the average of his bonuses for the three fiscal years ended December 31, 2017 ($22,909) and his 2018 actual annual bonus ($259,200). The amount shown with respect to Ms. Dudek is based on her annualized base salary in effect as of December 31, 2018 ($240,000), the average of her bonuses for the three fiscal years ended December 31, 2017 ($67,840) and her 2018 actual annual bonus ($86,400).
(11)
The cash severance amount shown is equal to the sum of (i) two times the NEO’s annualized base salary in effect as of the effective date of termination payable in 24 equal monthly installments, plus (ii) two times the NEO’s target bonus for the year of termination, plus a pro-rated bonus based on the number of days in the calendar year up to and including the date of termination, based on the actual awards for the plan year of termination, payable by March 15 of the year after the year of termination. The amount shown with respect to Mr. Kersten is based on his annualized base salary in effect as of December 31, 2018 ($450,000), an assumed target bonus ($450,000) and his 2018 actual annual bonus ($405,000). The amount shown with respect to Mr. Malmhagen is based on his annualized base salary in effect as of December 31, 2018 ($675,000), an assumed target bonus ($742,500) and his 2018 actual annual bonus ($668,250). The amount shown with respect to Mr. Flynn is based on his annualized base salary in effect as of December 31, 2018 ($360,000), an assumed target bonus ($288,000) and his 2018 actual annual bonus ($259,200). The amount shown with respect to Ms. Dudek is based on her annualized base salary in effect as of December 31, 2018 ($240,000), an assumed target bonus ($96,000) and her 2018 actual annual bonus ($86,400).
(12)
Upon a termination by the Company without cause, the NEO will receive a prorated payout of performance awards based on actual performance results through the end of the preceding year multiplied by a fraction of which the numerator is the number of completed calendar months of the three-year performance period and the denominator is thirty-six. The figure represents the sum of the value of performance awards as of December 31, 2018 assuming the 2016 payout is 136% with the prorated portion being 100%, the 2017 payout is 171% with the prorated portion being two-thirds, and the 2018 payout is 200% with the prorated portion being one-third. The amount shown with respect to Mr. Kersten is the sum of $191,114 for the 2016 performance award, $359,100 for the 2017 performance award and $225,000 for the 2018 performance award. The amount shown with respect to Mr. Malmhagen is the sum of $227,746 for the 2016 performance award, $646,380 for the 2017 performance award and $270,000 for the 2018 performance award. The amount shown with respect to Mr. Flynn is $60,000 for the 2018 performance award. The amount shown with respect to Ms. Dudek is the sum of $38,080 for the 2016 performance award, $76,608 for the 2017 performance award and $32,000 for the 2018 performance award.
(13)
All outstanding equity awards of the NEO fully vest upon a Change in Control. The figure represents the sum of the value of unvested equity and performance awards for which vesting would be accelerated, as follows: (i) the value of Mr. Kersten’s 17,203 RSUs (including dividend equivalent units) as of December 31, 2018 based on the closing price of our common stock on December 31, 2018 ($23.80 per share); (ii) the value of the 2016 Performance Award of $140,525 assuming a target payout; (iii) the value of the 2017 Performance Award of $315,000 assuming a target payout; and (iv) the value of the 2018 Performance Award of $337,500 assuming a target payout.