Item 9B. OTHER INFORMATION

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Item 9B. OTHER INFORMATION

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On October 28, 2015, the Compensation Committee of the Board of Directors approved the amendment and restatement of the 2012 EVP Level Management Retention Plan (the “EVP Retention Plan”), effective November 16, 2015 (the “Effective Date”). The amended and restated EVP Retention Plan extends the term of the plan through November 15, 2018 and provides for substantially the same severance benefits as the prior EVP Retention Plan. The EVP Retention Plan applies to executives at the Executive Vice President level and above, other than to the Company’s President and Chief Executive Officer, who is covered under an individual agreement. The Compensation Committee may, in its discretion, allow an employee below the level of Executive Vice President to participate.

The amended and restated EVP Retention Plan provides for “double trigger” severance benefits. If within 18 months following a Change of Control, the participant’s employment with the Company is terminated involuntarily by the Company without Cause, or voluntarily by the participant for Good Reason, as such terms are defined in the EVP Retention Plan, a participant would be entitled to receive the following:

	•		200% of the participant’s annual base salary as in effect immediately prior to the Change of Control, or the participant’s termination, whichever is greater, to be paid over 24 months;

	•		200% of the participant’s average annual bonus received in the last 36 months, to be paid over 24 months;

	•		100% vesting of the participant’s outstanding equity awards with service-based vesting, or performance-based vesting with a fixed or zero payout, and a pro-rata portion of the participant’s outstanding equity awards with variable performance-based vesting will immediately become fully vested at the target performance level; and

	•		in lieu of continued employment benefits (other than as required by law), payments of $3,000 per month for 12 months.

The participant’s receipt of the severance benefits discussed above is contingent on the participant signing, and not revoking, a release of claims against the Company and the participant’s continued compliance with certain post-termination obligations in favor of the Company.

In the event that the severance payments and other benefits payable to the participant under the EVP Retention Plan would be subject to IRS Code Section 280G “parachute payment” excise taxes, then the participant’s severance payments and other benefits will be either (i) delivered in full or (ii) delivered to a lesser extent such that no portion of the benefits are subject to the excise tax, whichever is greater on an after-tax basis.

PART III

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Item 9B. OTHER INFORMATION

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