addition, we have entered into an employment agreement with Mr. Stammer that provides for a continuation of certain post-employment
benefits, to the extent permitted under the applicable employment benefit plan(s). His employment agreement provides for payments
at, following, or in connection with a variety of circumstances following his termination of employment or in the event of a change
of control of the Company.
of awards under the Stock Incentive Plans
Mr. Stammer’s employment is terminated on or within one year after a change of control (or in the case of restricted stock,
restricted stock units or SARs, the employee leaves for good reason, as defined in the agreement), the award agreements for such
restricted stock, restricted stock units, and SARs under the 2002 Stock Incentive Plan and 2012 Stock Incentive Plan provide as
follows: (1) all unvested SARs will vest immediately and all unexercised SARs can be exercised for their remaining terms; and
(2) all outstanding restricted stock and restricted stock units vest immediately and become non-forfeitable.
awards do not generally accelerate in connection with the retirement, resignation or other termination of employment (i.e., voluntary
termination, termination for cause or involuntary termination) of any of the participants. In addition, none of the equity awards
under the 2002 Stock Incentive Plan or 2012 Stock Incentive Plan accelerate in the event of termination by death or disability.
SARs and options could be exercised for specified periods following retirement, death or disability.
Mr. Stammer is terminated by the Company without cause, he will receive his monthly base salary as of the date of termination
for 12 months following the date of termination. He also will receive continuation of medical and dental benefits and life and
disability insurance benefits (subject to any requirement for employee premium contributions) for 12 months, except that such
benefits will terminate upon receipt of comparable benefits from another employer. In the event of termination by the Company
without cause, the salary continuation payments will be offset by the amount of any compensation that he receives during the severance
period from the Company, any other employer or as an independent contractor.
the event of a termination of Mr. Stammer during the period commencing six months prior to a change of control of the Company
and ending two years after a change of control, or if he separates from service for good reason, as defined in the employment
agreement, within two years after a change of control of the Company, then he will be entitled to a lump sum payment equal to
his annual base salary at a rate equal to the greater of the rate in effect immediately before his separation or the rate in effect
immediately before the change of control. In addition he will receive continued medical and dental coverage under the Company’s
benefit plans pursuant to COBRA for up to one year following his separation from service at the Company’s cost, and continued
life and disability insurance benefits, also at the Company’s cost. All outstanding unvested awards under the 2002 Stock
Incentive Plan and the 2012 Stock Incentive Plan will become fully vested.
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of
March 13, 2019 by:
person known by us to own beneficially more than 5% of our outstanding common stock;|
of our directors;|
of our Named Executive Officers; and|
of our directors and executive officers as a group.|