Proxy: Post Termination Payments and Benefits: Post Termination Payment Table: Steven J. Smidler

STEVEN J. SMIDLER

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) — 1,302,000 1,302,000 — — —
• Acceleration of Long-Term Incentive(2) — 302,141 302,141 302,141 302,141 302,141
Acceleration of Unvested Equity:
• Stock Options(3) — — — — — —
• Restricted Stock(4) — 198,617 198,617 198,617 198,617 198,617
Retirement Benefits and NQDC:
• Present Value of Additional Service Credit for Retirement Benefits(5) — — — — — —
• Non-qualified Deferred Compensation — — — — — —
Perquisites and Other Benefits:
• Health & Welfare(6) — 25,751 25,751 — — —
• Life Insurance(7) — 259,096 3,598 — — —
• Outplacement Services — 30,000 — — — —
• All Other(8) — — — — — —
Tax Reimbursement:
• Excise Tax Gross-Up — — — — — —
Total $ — $ 2,117,605 $ 1,832,107 $ 500,758 $ 500,758 $ 500,758
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Notes:

  1. Reflects two times Mr. Smidler's 2011 base salary ($330,000) and last paid bonus ($321,000). If retirement, death or disability, reflects pro-rata bonus at target, to be paid when normally paid to other executives. Mr. Smidler joined the company in December 2009.
  2. Reflects a pro-rata payment of the 1-year, 2-year and 3-year long-term incentive award grants made for the 2011, 2011 - 2012 and 2011 – 2013 performance periods, respectively. The amount of such awards are 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 respective performance periods, payments will be based upon actual performance; however, because it is not possible to estimate the Russell 2000 index comparison for the years from 2011 to 2013, we have assumed a 100% target payment.
  3. Reflects the value of unvested stock options that become fully vested, calculated by the difference between the exercise price and the closing market price of $27.32 as of December 31, 2011.
  4. 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.
  5. Mr. Smidler is not a participant in the company's pension plan or SERP.
  6. 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.
  7. 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%.
  8. Reflects 401(k) Plan company matching contributions. Mr. Smidler is not vested in the company's 401(k) plan company matching contributions. Mr. Smidler would entitled to receive his elective deferral contributions to this plan, which are always fully-vested when made. The definition of accrued benefits does not include unreimbursed business expenses that may be due.