The following table shows the potential incremental value transfer to each named executive officer under various termination scenarios. The table was prepared as though each named executive officer’s employment was terminated on December 31, 2023, with proper prior notice if applicable.
| Accel- |
|---|
| eration/ |
|---|
| Vesting of |
|---|
| Options · Non- |
|---|
| and · Qualified · Executive |
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| Salary & · Restricted · Deferred · Life |
|---|
| William P. Stafford, II · Benefits · Stock (9) · Comp (4) · SERP · Ins (6) · Total |
|---|
| Early retirement | $ | - | $ | - | $1,584,717 | $69,333 | (5,7) | $70,137 | | $1,724,187 |
|---|
| Retirement | | - | | 400,832 | 1,584,717 | 80,000 | (2,5) | 70,137 | | 2,135,686 |
|---|
| Termination for "Cause" | | - | | - | 1,584,717 | - | | 70,137 | | 1,654,854 |
|---|
| Termination without "Cause" | | 990,931 | | - | 1,584,717 | 80,000 | (1,5) | 70,137 | | 2,725,785 |
|---|
| Change in control termination | | 1,460,028 | | 384,838 | 1,584,717 | 1,031,470 | (4) | 70,137 | | 4,531,190 |
|---|
| Disability (8) | | - | | 222,296 | 1,584,717 | 80,000 | (1,5) | 70,137 | | 1,957,150 |
|---|
| Death (3) | | - | | 222,296 | 1,584,717 | 80,000 | (1,5) | 1,159,000 | (4) | 3,046,013 |
|---|
| Gary R. Mills |
|---|
| Early retirement | | - | | - | 1,133,847 | 53,598 | (5,7) | 72,239 | | 1,259,684 |
|---|
| Retirement | | - | | 534,684 | 1,133,847 | 61,844 | (2,5) | 72,239 | | 1,802,614 |
|---|
| Termination for "Cause" | | - | | - | 1,133,847 | - | | 72,239 | | 1,206,086 |
|---|
| Termination without "Cause" | | 1,315,379 | | - | 1,133,847 | 61,844 | (1,5) | 72,239 | | 2,583,309 |
|---|
| Change in control termination | | 1,946,700 | | 513,093 | 1,133,847 | 539,803 | (4) | 72,239 | | 4,205,682 |
|---|
| Disability (8) | | - | | 296,646 | 1,133,847 | 61,844 | (1,5) | 72,239 | | 1,564,576 |
|---|
| Death (3) | | - | | 296,646 | 1,133,847 | 61,844 | (1,5) | 1,545,000 | (4) | 3,037,337 |
|---|
| David D. Brown |
|---|
| Early retirement | | - | | - | 329,953 | 30,123 | (5,7) | 21,578 | | 381,654 |
|---|
| Retirement | | - | | 227,557 | 329,953 | 34,757 | (2,5) | 21,578 | | 613,845 |
|---|
| Termination for "Cause" | | - | | - | 329,953 | - | | 21,578 | | 351,531 |
|---|
| Termination without "Cause" | | 677,297 | | - | 329,953 | 34,757 | (1,5) | 21,578 | | 1,063,585 |
|---|
| Change in control termination | | 989,577 | | 217,369 | 329,953 | 225,672 | (4) | 21,578 | | 1,784,149 |
|---|
| Disability (8) | | - | | 126,714 | 329,953 | 34,757 | (1,5) | 21,578 | | 513,002 |
|---|
| Death (3) | | - | | 126,714 | 329,953 | 34,757 | (1,5) | 786,000 | (4) | 1,277,424 |
|---|
| Jason R. Belcher |
|---|
| Early retirement | | - | | - | 124,735 | 16,186 | (5,7) | 4,327 | | 145,248 |
|---|
| Retirement | | - | | 227,459 | 124,735 | 18,676 | (2,5) | 4,327 | | 375,197 |
|---|
| Termination for "Cause" | | - | | - | 124,735 | - | | 4,327 | | 129,062 |
|---|
| Termination without "Cause" | | 677,297 | | - | 124,735 | 18,676 | (1,5) | 4,327 | | 825,035 |
|---|
| Change in control termination | | 989,577 | | 217,369 | 124,735 | 32,223 | (4) | 4,327 | | 1,368,231 |
|---|
| Disability (8) | | - | | 126,616 | 124,735 | 18,676 | (1,5) | 4,327 | | 274,354 |
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| Death (3) | | - | | 126,616 | 124,735 | 18,676 | (1,5) | 786,000 | (4) | 1,056,027 |
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| Sarah W. Harmon |
|---|
| Early retirement | | - | | - | 1,328 | - | | - | | 1,328 |
|---|
| Retirement | | - | | 206,609 | 1,328 | - | | - | | 207,937 |
|---|
| Termination for "Cause" | | - | | - | 1,328 | - | | - | | 1,328 |
|---|
| Termination without "Cause" | | 623,221 | | - | 1,328 | - | | - | | 624,549 |
|---|
| Change in control termination | | 908,463 | | 199,561 | 1,328 | - | | - | | 1,109,352 |
|---|
| Disability (8) | | - | | 114,027 | 1,328 | - | | - | | 115,355 |
|---|
| Death (3) | | - | | 114,027 | 1,328 | - | | 721,000 | (4) | 836,355 |
|---|
| (1) | Annual payment deferred to age 60. |
| (2) | Annual payment; presumed to be age 62 on December 31, 2023. |
| (3) | Payment to beneficiary upon death of named executive officer. |
| (4) | Presumes lump sum payout. |
| (5) | Represents an annuity payable over the life of the named executive officer at a reduced amount beginning at age 60, a larger amount beginning at age 62 or for ten (10) years certain to a named beneficiary in the event of death. |
| (6) | Other than the life insurance proceeds payable upon death, presumed at December 31, 2023. |
| (7) | Presumed to be age 60 and have at least twenty (20) years of service on December 31, 2023. |
| (8) | The benefits shown in the disability termination scenario reflect the accelerated vesting of options and restricted stock, lump sump payout of nonqualified deferred compensation, annuity payment of their SERP, and the cash surrender value of their life insurance upon the named executive officer's disability. There are no disability benefits listed in the above table because the Corporation's disability plan does not discriminate in scope, terms or operation in favor of executive officers and is available generally to all salaried employees. |
| (9) | Under the 2022 Equity Plan, the Committee has the discretion to accelerate vesting of stock units in the case of individual employment terminations or retirement. The information reported in this column assumes that the Committee would exercise discretion to accelerate vesting in both of these circumstances. Under the plan, any units not assumed or replaced by the successor or surviving corporation in a change of control shall vest on the date of such termination and separation from service. The amounts in this column includes the estimated benefit in the event a successor corporation had refused to assume or replace the NEO's outstanding equity awards. |
