Proxy: Post Termination Payments and Benefits: Post Termination Payment Table: Neal J. Keating

NEAL J. KEATING

Termination Event
Termination by Us
for Cause or
Voluntary
Termination by
Named Executive
Officer Without
Good Reason		 Termination by
Us without Cause
or by Named
Executive Officer
for Good
Reason on
Account of a
Change in
Control		 Termination
by Us without
Cause or by
Named
Executive
Officer with
Good Reason		 Retirement Disability Death
Cash Payments:
• Severance(1) — 5,684,250 3,789,500 — — —
• Acceleration of Long-Term Incentive(2) — 1,461,166 1,461,166 1,461,166 1,461,166 1,461,166
Acceleration of Unvested Equity:
• Stock Options — — — — — —
• Restricted Stock(3) — 892,462 892,462 892,462 892,462 892,462
Retirement Benefits and NQDC:
• Present Value of Additional Service Credit for Retirement Benefits(4) — 538,574 — — — —
• Non-qualified Deferred Compensation — — — — — —
Perquisites and Other Benefits:
• Health & Welfare(5) — 34,944 34,944 — — —
• Life Insurance(6) — 431,108 431,108 431,108 431,108 —
• Outplacement Services — 30,000 — — — —
• All Other(7) 35,847 35,847 35,847 35,847 35,847 35,847
Tax Reimbursement:
• Excise Tax Gross-Up — — — — — —
Total $ 35,847 $ 9,108,351 $ 6,645,027 $ 2,820,583 $ 2,820,583 $ 2,389,475
_______________

Notes:

  1. Reflects two times (or three times in the event of a change in control) Mr. Keating's 2011 base salary ($800,000) and last paid bonus ($1,094,750). If retirement, death or disability, reflects pro-rata bonus at target, to be paid when normally paid to other executives.
  2. Reflects a pro-rata payment of the 3-year long-term incentive award grants made for the 2010 – 2012 and 2011 – 2013 performance periods, where the amount of the award is determined by multiplying the amount the participant would have received based upon actual performance for the entire performance period by a fraction, the numerator of which is the number of days the participant remained employed with the corporation during such performance period and the denominator of which is the total number of days during the performance period. For the 2010 - 2012 and 2011 – 2013 performance periods, the payments will be based upon actual performance; however, because it is not possible to estimate the Russell 2000 index comparison for the years from 2010 to 2013, we have assumed a 100% target payment.
  3. Reflects the value of unvested restricted stock that becomes fully vested, calculated by the difference between the exercise price and the closing market price of $27.32 as of December 31, 2011.
  4. This amount does not include amounts that the named executive officer accrued under the company's pension plan and SERP as of December 31, 2011, which are disclosed in the Pension Benefits table at page 44. Mr. Keating is not yet vested in the company's pension plan.
  5. Reflects the value of the company's share of premium payments to be made for medical and dental for 24 months, based on 2012 premiums for active employees with one dependent.
  6. Reflects the value of regular annual premium based on 2011 rate, which will be paid for 24 months. The premium payment obligation accelerates upon a Change in Control; the estimated pre-payment for life insurance premium payments as of 12/31/2011 is illustrated in this chart assuming mortality based on blended RP2000 (as required by the Pension Protection Act of 2006), and interest at 3.55%.
  7. Reflects 401(k) Plan company matching contributions. Mr. Keating is also entitled to receive his contributions to this plan. The definition of accrued benefits does not include amounts already reported in the Pension Benefits table on page 44, and unreimbursed business expenses that may be due.