UNITED
STATES
|
SECURITIES
AND EXCHANGE COMMISSION
|
Washington,
D.C. 20549
|
SCHEDULE
14A
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
Payment
of Filing Fee (Check the appropriate
box):
|
x |
No
fee required.
|
o |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
|
(1)
|
Title
of each class of securities to which the transaction applies:
|
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(2)
|
Aggregate
number of securities to which the transaction applies:
|
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(3)
|
Per
unit price or other underlying value of the transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
|
|
(4)
|
Proposed
maximum aggregate value of the transaction:
|
|
(5)
|
Total
fee paid:
|
o |
Fee
paid previously with preliminary
materials.
|
o |
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration State No.:
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(3)
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Filing
Party:
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(4)
|
Date
Filed:
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1.
|
To
elect three directors to serve until the 2012 Annual Meeting of
Shareholders.
|
2.
|
To
ratify the selection of Deloitte & Touche LLP as the Company’s
independent auditors for 2009.
|
3.
|
To
transact such other business as may properly come before the meeting or
any adjournment or postponement
thereof.
|
By Order of the Board of
Directors
REGAL BELOIT
CORPORATION
|
|||
|
|||
Beloit,
Wisconsin
March 27, 2009
|
Paul J.
Jones
Vice
President, General Counsel and Secretary
|
||
Page
|
||
Q:
|
What
am I being asked to vote on?
|
A:
|
·
|
Election
of directors; and
|
·
|
Ratification
of the selection of Deloitte & Touche LLP as our independent auditors
for 2009.
|
Q:
|
Who
can vote?
|
A:
|
Holders
of our common stock as of the close of business on the record date, March
4, 2009, may vote at the Annual Meeting, either in person or by
proxy. Each share of common stock has one
vote.
|
Q:
|
How
do I vote?
|
A:
|
By Proxy—Before the
Annual Meeting, you can give a proxy to vote your shares of common stock
in one of the following ways:
|
|
·
|
by
telephone;
|
·
|
by
using the Internet; or
|
·
|
by
completing and signing your proxy card and mailing it in time to be
received prior to the Annual
Meeting.
|
·
|
FOR
the election of all persons nominated by the Board for election as
directors; and
|
·
|
FOR
the ratification of the selection of Deloitte & Touche LLP as our
independent auditors for 2009.
|
A:
|
You
may change your vote or revoke your proxy at any time prior to your shares
being voted by:
|
|
·
|
notifying
our Secretary in writing that you are revoking your
proxy;
|
·
|
giving
another signed proxy that is dated after the date of the proxy that you
wish to revoke;
|
·
|
using
the telephone or Internet voting procedures;
or
|
·
|
attending
the Annual Meeting and voting in person (attendance at the Annual Meeting
alone will not revoke your proxy).
|
A:
|
It
depends on whether you hold your shares in your own name or in the name of
a brokerage firm. If you hold your shares directly in your
name, then they will not be voted unless you provide a proxy or vote in
person at the Annual Meeting. Brokerage firms or other nominees
generally have the authority to vote customers’ unvoted shares on certain
“routine” matters. If your shares are held in the name of a
brokerage firm, the brokerage firm has the discretionary authority to vote
your shares in connection with the election of directors and the
ratification of our independent auditors if you do not timely provide your
proxy because these matters are considered “routine” under the New York
Stock Exchange (“NYSE”) listing
standards.
|
Q:
|
What
constitutes a quorum?
|
A:
|
As
of the record date, 31,493,515 shares of our common stock were issued and
outstanding and entitled to vote at the Annual Meeting. To
conduct the Annual Meeting, a majority of the shares entitled to vote must
be present in person or by proxy. This is referred to as a “quorum.” If
you submit a properly executed proxy card or vote by telephone or the
Internet, then you will be considered present at the Annual Meeting for
purposes of determining the presence of a quorum. Abstentions
and broker “non-votes” will be counted as present and entitled to vote for
purposes of determining the presence of a quorum. A broker
“non-vote” occurs when a broker or other nominee who holds shares for
another person has not received voting instructions from the owner of the
shares and, under the New York Stock Exchange listing standards, does not
have discretionary authority to vote on a
proposal.
|
Q:
|
What
vote is needed for these proposals to be
adopted?
|
A:
|
Proposal 1—The
affirmative vote of the holders of a majority of the shares of our common
stock represented and voted at the Annual Meeting is required to elect
each director (assuming a quorum is present). Withhold votes
and abstentions will be counted for purposes of determining the presence
of a quorum but will be disregarded in the calculation of votes
cast.
|
|
Proposal 2—The
affirmative vote of the holders of a majority of the shares of our common
stock represented and voted at the Annual Meeting (assuming a quorum is
present) is required to ratify the selection of Deloitte & Touche LLP
as our independent auditors for 2009. Abstentions will be
counted for purposes of determining the presence of a quorum but will be
disregarded in the calculation of votes
cast.
|
A:
|
Regal
Beloit is requesting your proxy for the Annual Meeting and will pay all
costs of soliciting shareholder proxies. In addition to
soliciting proxies by mail, we may request proxies personally and by
telephone, fax or other means. We can use our directors,
officers and regular employees to request proxies. These people
do not receive additional compensation for these services. We
will reimburse brokerage houses and other custodians, nominees and
fiduciaries for their reasonable out-of-pocket and clerical expenses for
forwarding solicitation materials to beneficial owners of our common
stock.
|
A:
|
Yes. The
Company’s proxy statement for the 2009 Annual Meeting of Shareholders and
2008 Annual Report to Shareholders are available at www.proxydocs.com/rbc.
|
Name
|
Age
|
Director
Since
|
Principal
Occupation; Office, if any,
Held
in the Company; Other Directorships
|
Class
A Directors—Terms Expiring at the 2012 Annual Meeting of
Shareholders
|
|||
G.
Frederick Kasten, Jr.
|
70
|
1995
|
Retired
Chairman and director, Robert W. Baird & Co., Inc.; served as
President of Robert W. Baird & Co., Inc. from 1979-1999; as Chief
Executive Officer from 1983-2000; and as Chairman and director from
2000-2005.
|
Henry
W. Knueppel
|
60
|
1987
|
Chairman
of the Board and Chief Executive Officer of the Company since April 2006;
elected Chief Executive Officer April 2005; President and Chief Operating
Officer from 2002-2005; Executive Vice President from 1987-2002; employed
by the Company since 1979; director, Harsco
Corporation.
|
Dean
A. Foate
|
50
|
2005
|
President
and Chief Executive Officer of Plexus Corporation (an electronics
manufacturing services company) since 2002; served as Chief Operating
Officer of Plexus Corporation from 2001-2002; director of Plexus
Corporation.
|
Name
|
Age
|
Director
Since
|
Principal
Occupation; Office, if any,
Held
in the Company; Other Directorships
|
Class
B Directors—Terms Expiring at the 2010 Annual Meeting of
Shareholders
|
|||
Christopher
L. Doerr
|
59
|
2003
|
Co-CEO
of Sterling Aviation Holdings, Inc. (aircraft management and charter
company) since 2004 and Co-CEO of Passage Partners, LLC (a private
investment company) since 2001; former President and Co-CEO, LEESON
Electric Corporation from 1986-2001.
|
Mark
J. Gliebe
|
48
|
2007
|
President
and Chief Operating Officer of the Company since December 2006; Vice
President and President-Electric Motors Group of the Company from January
2005 to December 2005; prior thereto employed by General Electric Company
(a diversified industrial and commercial manufacturing corporation) as the
General Manager of GE Motors & Controls in the GE Consumer &
Industrial business unit from 2000-2004.
|
Curtis
W. Stoelting
|
48
|
2006
|
Chief
Executive Officer of RC2 Corporation (a designer, producer and marketer of
high-quality toys, collectibles and infant and toddler products) since
2003; prior thereto as Chief Operating Officer from 2000-2003 and
Executive Vice President from 1998-2003 of RC2
Corporation.
|
Class
C Directors—Terms Expiring at the 2011 Annual Meeting of
Shareholders
|
|||
Thomas
J. Fischer
|
61
|
2004
|
Corporate
financial and accounting consultant since 2002; retired Milwaukee office
managing partner, Arthur Andersen LLP; director, Badger Meter Inc.,
Actuant Corporation and Wisconsin Energy
Corporation.
|
Name
|
Age
|
Director
Since
|
Principal
Occupation; Office, if any,
Held in the Company; Other
Directorships
|
Rakesh
Sachdev
|
52
|
2007
|
Vice
President and Chief Financial Officer of Sigma-Aldrich Corporation (a life
science and technology company that develops and sells biochemical and
organic chemical products and kits) since October 2008; prior thereto
worked in various positions with ArvinMeritor, Inc. since 1999, including
Senior Vice President and President of Asia Pacific from 2007 to October
2008, Senior Vice President-Strategy and Corporate Development from 2005
to 2007 and Vice President and Corporate Controller/Interim CFO
from 2003 to 2005.
|
Carol
N. Skornicka
|
67
|
2006
|
Retired
Sr. Vice President-Corporate Affairs, Secretary and General Counsel of
Midwest Air Group (a holding company for a commercial airline company);
employed by Midwest from 1996 to her retirement in February 2008; director
of Johnson Financial Group,
Inc.
|
·
|
a
“related person” means any of our directors, executive officers, nominees
for director or greater than 5% shareholder, and any of their immediate
family members, as well as any entity in which any of these persons is
employed or is a partner or principal or in a similar position or in which
such person has a 5% or greater beneficial ownership interest;
and
|
·
|
a
“related person transaction” generally is a transaction in which we were
or are to be a participant and the amount involved exceeds $120,000, and
in which any related person had or will have a direct or indirect
interest.
|
Name
of Beneficial Owner
|
Amount
and Nature of
Beneficial
Ownership(1)(2)(3)(4)
|
||||
David
A. Barta . . . . . . . . . . . . . . . . . . . . . .
|
60,779
|
||||
Terry
R. Colvin . . . . . . . . . . . . . . . . . . . . .
|
8,894
|
||||
Christopher
L. Doerr . . . . . . . . . . . . . . . . .
|
28,075
|
||||
Thomas
J. Fischer . . . . . . . . . . . . . . . . . .
|
23,000
|
||||
Dean
A. Foate . . . . . . . . . . . . . . . . . . . .
.
|
20,000
|
||||
Mark
J. Gliebe . . . . . . . . . . . . . . . . . . . . .
..
|
97,568
|
||||
Paul
J. Jones . . . . . . . . . . . . . . . . . . . . . .
.
|
14,000
|
||||
G.
Frederick Kasten, Jr. . . . . . . . . . . . . . .
|
71,684
|
||||
Henry
W. Knueppel . . . . . . . . . . . . . . . . .
|
518,387
|
||||
Rakesh
Sachdev . . . . . . . . . . . . . . . . . . . .
|
7,000
|
||||
Carol
N. Skornicka . . . . . . . . . . . . . . . . .
..
|
11,000
|
||||
Curtis
W. Stoelting . . . . . . . . . . . . . . . . . .
|
20,500
|
||||
All
directors and executive officers
as
a group (12 persons) . . . . . . . . . . . .
|
880,887
|
(1) |
Includes
shares subject to currently exercisable rights to acquire common stock and
options exercisable within 60 days of March 4, 2009 as
follows: Mr. Barta, 51,667 shares; Mr. Colvin, 6,000 shares Mr.
Doerr, 23,000 shares; Mr. Fischer, 20,000 shares; Mr. Foate, 14,000
shares; Mr. Gliebe, 75,000 shares; Mr. Jones, 10,000 shares; Mr. Kasten,
20,000 shares; Mr. Knueppel, 196,000 shares; Mr. Sachdev, 7,000 shares;
Ms. Skornicka, 10,000 shares; Mr. Stoelting, 13,000 shares; and all
directors and executive officers as a group, 445,667
shares. Also includes shares of restricted stock that are
subject to forfeiture until they vest on the third anniversary of the date
of grant as follows: Mr. Barta, 3,000 shares; Mr. Colvin, 2,400 shares;
Mr. Gliebe, 16,000 shares; Mr. Jones, 4,000 shares; and Mr. Knueppel,
20,000 shares.
|
||||
(2) |
The
amount shown for Mr. Knueppel includes 14,397 shares that are held in
trust under the Company’s Personal Savings Plan (401(k)) or a non-Company
sponsored individual retirement account. The amount shown for Mr. Knueppel
also includes 177,403 shares as to which he shares voting and investment
power with his spouse.
|
||||
(3) |
The
amount shown for Mr. Stoelting includes 7,500 shares held in the Curtis W.
Stoelting 1994 Revocable Trust over which Mr. Stoelting retains sole
voting and investment power during his lifetime.
|
||||
(4) |
Amounts
shown for Messrs. Colvin and Gliebe include 494 shares and 549 shares,
respectively, held in trust under the Company’s 401(k)
plans.
|
Amount and Nature of Beneficial
Ownership
|
||||||
Voting Power
|
Investment Power
|
|||||
Name
and Address
of Beneficial Owner
|
Sole
|
Shared
|
Sole
|
Shared
|
Aggregate
|
Percent
of
Class
|
Barclays
Global Investors, NA
400
Howard Street
San
Francisco, CA 94105
|
1,664,820
|
--
|
2,169,882
|
--
|
2,169,882
|
6.91%
|
Dimensional
Fund Advisors LP
Palisades
West, Building One
6300
Bee Cave Road
Austin,
TX 78746
|
1,757,492
|
--
|
1,811,405
|
--
|
1,811,405
|
5.61%
|
·
|
Attract
and Retain Quality People — We provide the opportunity for executives to
be compensated at competitive levels to ensure we attract and retain a
highly competent and committed management
team.
|
·
|
Pay
for Creation of Value — We provide our executives the opportunity to earn
above-median pay (as measured against selected peer groups) for
performance that creates shareholder value by generating ever increasing
returns as compared to our cost of capital. We believe that
this level of performance results in long-term value creation for our
shareholders via appreciation in our stock
price. Alternatively, we pay compensation below the median
level for corporate performance that fails to generate those levels of
returns.
|
·
|
Link
to Shareholder Interests — We link compensation to corporate performance
through equity-based awards to ensure that executives receive above-median
compensation only when we create long-term value for our
shareholders.
|
·
|
Alignment
through Equity Ownership — We ensure that executives’ long-term interests
are further aligned with shareholders’ interests by requiring our
executives to own a significant equity stake in our
company.
|
·
|
Base
salary;
|
·
|
Annual
incentives; and
|
·
|
Long-term
incentive compensation.
|
·
|
Base
salary;
|
·
|
Total
cash compensation (salary and actual
bonus);
|
·
|
Target
bonus;
|
·
|
Long-term
incentives; and
|
·
|
Total
direct compensation (salary, actual bonus and long-term
incentives).
|
Ametek
Inc.
|
A.O.
Smith Corp.
|
Baldor
Electric Co.
|
||
Crane
Co.
|
Donaldson
Co. Inc.
|
Federal
Signal Corp.
|
||
Gardner
Denver Inc.
|
Hubbell
Inc.
|
IDEX
Corporation
|
||
Kennametal
Inc.
|
Lincoln
Electric Holdings Inc.
|
Modine
Manufacturing Co.
|
||
Nordson
Corp.
|
Pentair
Inc.
|
Roper
Industries Inc.
|
||
Sauer
Danfoss Inc.
|
Superior
Essex Inc.
|
Thomas
& Betts Corp.
|
||
Wabash
National Corp.
|
Watts
Water Technologies Inc.
|
Woodward
Governor Co.
|
·
|
Comparable
revenue and/or similar market
capitalization;
|
·
|
Compete
with our company in the
marketplace;
|
·
|
Compete
with our company for executive talent;
and
|
·
|
Are
manufacturing companies in our
industries.
|
·
|
Engaged
and directed The Delves Group to assess the competitiveness of our overall
compensation and benefits programs and to provide the Committee with
guidance as to the composition of our peer group for compensation
benchmarking purposes.
|
·
|
Reviewed
in consultation with our CEO (other than with respect to his own
compensation) and The Delves Group each element of compensation per
officer individually as well as in the aggregate using tally sheets that
reflected each component of compensation as well as total
compensation.
|
·
|
With
the assistance of The Delves Group, adjusted executive compensation
structures in accordance with our philosophy to target base salaries
between the thirty-fifth (35th)
and fiftieth (50th)
percentile as measured against our peer group while also providing
executives the opportunity to earn above-median annual incentives for
above-average performance.
|
·
|
Reviewed
the performance of our CEO (independent of input from him) and recommended
to the independent members of the Board the total compensation for the CEO
based on competitive levels and using the same philosophies as stated
above as measured against our peer
group.
|
·
|
Reviewed
the performance of our other executive officers with assistance from our
CEO and recommended to the independent members of the Board the total
compensation for each individual officer based on competitive levels and
using the same philosophies as stated above as measured against our peer
group.
|
·
|
Maintained
the practice of holding executive sessions (without management present) at
every Committee meeting, including executive sessions in which our
independent compensation consultants
participated.
|
·
|
Reviewed
the overall incentive compensation program for our executive
officers.
|
Progam
|
Description
|
Participants | Objectives | |||
Annual Cash Compensation | ||||||
Base Salary | ● | Annual cash compensation | ● | All employees | ● | Retention |
● | Drive superior performance | |||||
■ Individual contribution | ||||||
Shareholder Value Added (SVA) Annual Cash Bonus |
●
|
Annual
bonus with target awards established at each employee
level
|
● | All executive officers and key managers |
●
|
Drive superior
performance
■
Across total company
■ Across
business units
|
|
●
|
Payments can be higher (subject to a 200% cap) or lower than target, based on business unit and total company annual results | ● | Retention | ||
Program
|
Description
|
Participants |
Objectives
|
|||
Long-Term Incentive
Programs
|
||||||
Long-Term Incentive (LTI) Equity Awards | ● | Long-term incentive awards paid in SARs and/or RSUs; grant amounts vary to reflect individual contribution | ● | All executive officers and key managers | ● |
Drive
superior performance
■
Individual contribution
■
Increase stock price
|
● | Focus on long-term success | |||||
● | Ownership | |||||
● | Retention | |||||
Retirement
Programs
|
||||||
Retirement (401(k)) Savings Plan | ● | Company matching and annual contributions | ● | All Employees |
●
|
Retention |
Target Supplemental Retirement Plan | ● | Retirement benefits for executives who have at least 15 years of service and work with us until the age of 58 | ● | Key Executives |
●
●
|
Retention
Competitive Practices
|
Other
Executive Benefits
|
||||||
Perquisites and Executive Benefits | ● | Available to certain executives to assure protection of Company assets and/or focus on Company business with minimal disruption | ● | Specific benefits are offered to different groups of executive officers based on business purpose |
●
●
|
Retention
Competitive Practices
|
Other Benefits | ● | Medical, welfare and other benefits | ● | All employees | ● | Retention |
(Previous
Year SVA Target + Previous Year SVA
Actual)
|
+
|
Improvement
Factor
|
=
|
New
SVA Target
|
2
|
·
|
Mr.
Gliebe had limited use of a company aircraft for personal
travel.
|
·
|
All
of the executive officers had use of a company car for personal
travel.
|
·
|
Mr.
Knueppel has a special life insurance benefit and does not receive a life
insurance benefit under the basic program offered to other named executive
officers and other salaried employees. We are the owner of the
policy on the life of Mr. Knueppel with a basic death benefit of
$3,000,000. At the time Mr. Knueppel ceases to be employed by
us, we become the sole beneficiary on his policy. Mr.
Knueppel’s beneficiary would receive $500,000 in the event of his death
while employed by us. The balance of Mr. Knueppel’s death
benefit would be paid to us, including any increased death benefit, since
the policy has increasing death benefits as cash value is
created. We pay the entire annual premium on the policy, and
income is imputed to Mr. Knueppel in accordance with governmental
regulations.
|
·
|
Our
executive officers are provided with enhanced short-term and long-term
disability benefits compared with our other salaried
employees. For salaried employees who are not executive
officers, the short-term disability benefit provides up to six months of
salary replacement in an amount between 60% and 100% of the salaried
employee’s base salary depending on the salaried employee’s credited years
of service with our company. For our executive officers, salary
replacement is 100% regardless of credited years of
service. For salaried employees who are not executive officers,
the long-term disability benefit commences following six months of
disability and provides a benefit of 60% of base salary (which base salary
is capped at $300,000 for purposes of calculating the long-term disability
benefit). For our executive officers, the same formula applies
but there are no caps.
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)(2)
|
Non-Equity
Incentive
Plan
Compensation
($)(3)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(4)
|
All
Other
Compensation
($)(5)
|
Total
($)
|
Henry
W. Knueppel
|
2008
|
746,750
|
0
|
496,437
|
572,374
|
774,735
|
2,813,886
|
81,365
|
5,485,547
|
Chairman
and Chief
Executive
Officer
|
2007
|
725,000
|
0
|
442,300
|
567,371
|
1,450,000
|
626,255
|
103,075
|
3,914,001
|
(Principal
Executive Officer)
|
2006
|
613,686
|
0
|
300,430
|
627,826
|
968,000
|
1,946,774
|
82,365
|
4,539,081
|
David
A. Barta
|
2008
|
350,000
|
0
|
113,361
|
204,460
|
182,381
|
48,484
|
16,539
|
915,225
|
Vice
President and Chief
Financial
Officer
|
2007
|
335,000
|
0
|
103,865
|
228,667
|
335,000
|
9,774
|
18,920
|
1,031,226
|
(Principal
Financial Officer)
|
2006
|
319,851
|
0
|
58,310
|
133,019
|
315,000
|
0
|
21,628
|
847,808
|
Mark
J. Gliebe
|
2008
|
472,250
|
0
|
298,135
|
390,061
|
294,687
|
478,581
|
35,853
|
1,969,567
|
President
and Chief
Operating
Officer
|
2007
|
455,000
|
0
|
211,420
|
310,253
|
546,000
|
0
|
46,734
|
1,569,407
|
2006
|
429,851
|
0
|
118,505
|
190,512
|
510,000
|
232,661
|
37,360
|
1,518,889
|
|
Paul
J. Jones
|
2008
|
287,750
|
0
|
49,997
|
106,149
|
135,014
|
0
|
16,419
|
595,329
|
Vice
President, General
Counsel
and Secretary
|
2007
|
275,000
|
0
|
30,027
|
62,746
|
247,500
|
0
|
13,062
|
628,335
|
Terry
R. Colvin
|
2008
|
229,750
|
0
|
29,998
|
63,545
|
95,763
|
0
|
14,538
|
433,594
|
Vice
President, Corporate
Human
Resources
|
2007
|
220,000
|
0
|
18,016
|
37,836
|
176,000
|
0
|
8,431
|
460,283
|
(1)
|
These
amounts reflect the dollar value of the compensation cost of all
outstanding stock awards recognized for the indicated fiscal year,
computed in accordance with FAS 123R. Pursuant to SEC rules,
the amounts shown exclude the impact of estimated forfeitures related to
service-based vesting conditions. The assumptions made in
valuing the stock awards for 2008, 2007 and 2006 are included under the
caption “Shareholders Investment” in Notes 7, 2 and 7,
respectively, of the Notes to Consolidated Financial Statements in the
2008, 2007 and 2006 Annual Reports on Form 10-K, and such information is
incorporated herein by reference.
|
(2)
|
These
amounts reflect the dollar value of the compensation cost of all
outstanding option awards recognized over the requisite service period,
computed in accordance with FAS 123R. Pursuant to SEC rules,
the amounts shown exclude the impact of estimated forfeitures related to
service-based vesting conditions. The assumptions made in
valuing the stock awards for 2008, 2007 and 2006 are included under the
caption “Shareholders Investment” in Notes 7, 2 and 7, respectively, of the
Notes to Consolidated Financial Statements in the 2008, 2007 and 2006
Annual Reports on Form 10-K, and such information is incorporated herein
by reference.
|
(3)
|
As
discussed in more detail in the Compensation Discussion and Analysis,
under the SVA plan we pay any bonus amounts earned above the target bonus
value in three equal annual installments. Since the amounts
shown with respect to each named executive officer are in excess of 100%
of the applicable target bonus values for the years indicated, we have
paid or will pay, as applicable, a portion of each amount in such
installments over the next three years as long as the named executive
officer has not voluntarily terminated his employment with us or been
terminated for cause on the installment payment date.
|
(4)
|
The
values shown are not current, cash benefits, but rather actuarial
calculations of the change in the accumulated benefit obligations under
the Target Supplemental Retirement Plan for Messrs. Knueppel, Barta,
Gliebe, Jones and Colvin in 2008 and 2007 and, for Messrs. Knueppel, Barta
and Gliebe, in 2006. For 2008, the values shown for Messrs. Knueppel,
Barta, Gliebe, Jones and Colvin include $1,640,962, $21,859, $418,140, $0
and $0, respectively, solely as a result of a previous change in the terms
of our Target Supplemental Retirement Plan that reduced from 62 to 58 the
minimum age at which participants who have at least fifteen (15) years of
uninterrupted service to our company may receive retirement benefits
without any reduction in those benefits. This change was
adopted to make the plan more competitive when benchmarked against our
peer group of companies. Messrs. Knueppel and Gliebe have 29
years and 27 years, respectively, of credited service with our
company. Mr. Knueppel is 60 years of age, and with 29 years of
credited service, he currently qualifies for retirement under the Target
Supplemental Retirement Plan. While Mr. Knueppel is not
currently contemplating retirement, the fact that he could retire under
the plan without a reduction in benefits requires that the entire change
in the accumulated benefit be shown in the table.
|
(5)
|
The
amounts shown include payments for personal benefits and for the other
items identified below. We provide a modest level of personal
benefits to named executive officers. These personal benefits
include use of a company car and very limited use of company aircraft for
personal travel, the payment of certain moving expenses and the payment of
life insurance premiums. We value the personal use of company
aircraft under an incremental cost method calculated based on the average
variable operating costs to our company. Variable operating costs include
fuel, maintenance, landing/ramp fees and other miscellaneous variable
costs. The total annual variable costs are divided by the annual number of
passenger miles the company aircraft flew to derive an average variable
cost per mile. This average variable cost per mile is then multiplied by
the miles flown for personal use to derive the incremental cost. The
methodology excludes fixed costs that do not change based on usage, such
as pilots’ and other employees’ salaries, purchase costs of the aircraft
and non-trip related hangar expenses. Based on this method, the
value of the personal use of company aircraft by Messrs. Knueppel, Barta,
Gliebe, Jones and Colvin in 2008 was $0, $0, $8,315, $0 and $0,
respectively. For 2008, other items included in this column
were: (a) quarterly payments, equal to the per share dividend paid to
shareholders, paid on the cumulative amount of restricted stock awards
held by the named executive officers of $13,150, $2,235, $4,960, $775 and
$465 for
Messrs. Knueppel, Barta, Gliebe, Jones and Colvin, respectively; (b)
payments in lieu of dividends for Mr. Knueppel of $51,969 on shares related
to his exercise of stock options in 2002, as delivery of the shares for
which the stock options were exercised was delayed until February 10,
2009; (c) company contributions to the named executive officers’ 401(k)
plans of $7,975, $7,975, $7,975, $7,975 and $7,392 for Messrs.
Knueppel, Barta, Gliebe, Jones and Colvin, respectively; and (d) the
reimbursement of amounts paid by Messrs. Knueppel, Barta, Gliebe, Jones
and Colvin for taxes related to their use of the company aircraft of $0,
$0, $1,275, $0 and $0,
respectively.
|
Estimated
Future Payouts Under Non-Equity Incentive Plan Awards (1)
|
All
Other Stock Awards: Number of Shares of Stock or Units (#)
|
All
Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)
|
Exercise
or Base Price
of
Option Awards ($/Sh)
|
Grant
Date
Fair
Value of Stock and Option
Awards
($)
|
||||||
Name
|
Grant
Date
|
Date
of Committee Action
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
|||||
Henry
W. Knueppel
|
5/02/2008
|
4/18/2008
|
10,000
|
422,800
|
||||||
5/02/2008
|
4/18/2008
|
70,000
|
42.28
|
1,027,600
|
||||||
0
|
754,000
|
1,508,000
|
||||||||
David
A. Barta
|
5/02/2008
|
4/18/2008
|
3,000
|
126,840
|
||||||
5/02/2008
|
4/18/2008
|
25,000
|
42.28
|
367,000
|
||||||
0
|
177,500
|
355,000
|
||||||||
Mark
J. Gliebe
|
5/02/2008
|
4/18/2008
|
8,000
|
338,240
|
||||||
5/02/2008
|
4/18/2008
|
35,000
|
42.28
|
513,800
|
||||||
0
|
286,800
|
573,600
|
||||||||
Paul
J. Jones
|
5/02/2008
|
4/18/2008
|
1,500
|
63,420
|
||||||
5/02/2008
|
4/18/2008
|
15,000
|
42.28
|
220,200
|
||||||
0
|
131,400
|
262,800
|
||||||||
Terry
R. Colvin
|
5/02/2008
|
4/18/2008
|
900
|
38,052
|
||||||
5/02/2008
|
4/18/2008
|
9,000
|
42.28
|
132,120
|
||||||
0
|
93,200
|
186,400
|
(1)
|
The
table reflects the estimated future payouts at the time these awards were
granted under the SVA plan. As of the date of this proxy
statement, these awards have been earned and, up to the target amount,
paid out. As discussed in more detail in the Compensation
Discussion and Analysis, bonuses earned above the target bonus value under
the SVA plan are subject to payment in three equal annual
installments. To receive the installment payments, the named
executive officer must not have voluntarily terminated his employment with
us or been terminated for cause prior to the applicable payment
date. We do not credit interest on amounts subject to payment
in installments.
|
Option
Awards (1)
|
Stock
Awards
|
|||||||
Name
|
Number
of Securities
Underlying
Unexercised Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of Shares or Units of Stock That Have Not Vested (#) (2)
|
Market
Value of Shares or Units of Stock That Have Not Vested ($) (3)
|
||
Henry
W. Knueppel
|
40,000
|
0
|
16.38
|
4/22/2013
|
||||
36,000
|
0
|
20.30
|
4/22/2014
|
|||||
50,000
|
0
|
29.75
|
1/21/2015
|
|||||
28,000
|
42,000(4)
|
36.36
|
1/27/2016
|
|||||
0
|
70,000(5)
|
48.05
|
2/06/2017
|
|||||
0
|
70,000(6)
|
42.28
|
5/2/2018
|
|||||
40,000(7)
|
1,358,800
|
|||||||
David
A. Barta
|
16,667
|
8,333(8)
|
21.85
|
6/28/2014
|
||||
10,000
|
0
|
29.75
|
1/21/2015
|
|||||
10,000
|
15,000(9)
|
36.36
|
1/27/2016
|
|||||
0
|
25,000(10)
|
48.05
|
2/06/2017
|
|||||
0
|
25,000(11)
|
42.28
|
5/02/2018
|
|||||
9,000(12)
|
305,730
|
|||||||
Mark
J. Gliebe
|
30,000
|
20,000(13)
|
29.00
|
1/3/2015
|
||||
14,000
|
21,000(14)
|
36.36
|
1/27/2016
|
|||||
0
|
35,000(15)
|
48.05
|
2/06/2017
|
|||||
0
|
35,000(16)
|
42.28
|
5/02/2018
|
|||||
24,000(17)
|
815,280
|
|||||||
Paul
J. Jones
|
4,800
|
7,200(18)
|
42.94
|
9/11/2016
|
||||
0
|
13,000(19)
|
44.12
|
5/01/2017
|
|||||
0
|
15,000(20)
|
42.28
|
5/02/2018
|
|||||
4,000(21)
|
135,880
|
|||||||
Terry
R. Colvin
|
3,000
|
4,500(22)
|
42.94
|
9/11/2016
|
||||
0
|
7,500(23)
|
44.12
|
5/01/2017
|
|||||
0
|
9,000(24)
|
42.28
|
5/02/2018
|
|||||
2,400(25)
|
81,528
|
(1)
|
Exercisable
stock options are vested. Unexercisable stock options vest as
noted.
|
(2)
|
Restricted
stock and restricted stock units vest as
noted.
|
(3)
|
Based
on $33.97 per share closing price of our common stock on the New York
Stock Exchange on December 26,
2008.
|
(4)
|
14,000
options will vest on each of 1/27/2009, 1/27/2010 and
1/27/2011.
|
(5)
|
These
stock appreciation rights vest with respect to 14,000 shares per year,
commencing on 2/06/2008 through 2/06/2012, but none are
exercisable until 2/06/2009.
|
(6)
|
These
stock appreciation rights vest with respect to 28,000 shares on 5/02/2010,
and 14,000 shares per year commencing on 5/02/2011 through
5/02/2013.
|
(7)
|
20,000
shares vest on 1/27/2009, 10,000 shares vest on 2/06/2010 and 10,000
shares vest on 5/02/2011.
|
(8)
|
8,333
options vested on 6/28/2008, but are not exercisable until
6/28/2009.
|
(9)
|
5,000
options will vest on each of 1/27/2009, 1/27/2010 and
1/27/2011.
|
(10)
|
These
stock appreciation rights vest with respect to 5,000 shares per year,
commencing 2/06/2008 through 2/06/2012, but none are exercisable until
2/06/2009.
|
(11)
|
These
stock appreciation rights vest with respect to 10,000 shares on 5/02/2010,
and 5,000 shares on each of 5/2/2011, 5/02/2012 and
5/02/2013.
|
(12)
|
3,000
shares will vest on each of 1/27/2009, 1/27/2010 and
1/27/2011.
|
(13)
|
10,000
options will vest on each of 1/03/2009 and
1/03/2010.
|
(14)
|
7,000
options will vest on each of 1/27/2009, 1/27/2010 and
1/27/2011.
|
(15)
|
These
stock appreciation rights vest with respect to 7,000 shares per year,
commencing on 2/06/2008 through 2/06/2012, but none are exercisable until
2/06/2009.
|
(16)
|
These
stock appreciation rights vest with respect to 14,000 shares on 5/02/2010
and 7,000 shares on each of 5/02/2011, 5/02/2012 and
5/02/2013.
|
(17)
|
8,000
shares will vest on each of 1/27/2009, 2/06/2010 and
5/02/2011.
|
(18)
|
These
stock appreciation rights vest with respect to 2,400 shares per year
commencing on 9/11/2009 through
9/11/2011.
|
(19)
|
These
stock appreciation rights vest with respect to 2,600 shares per year
commencing on 5/01/2008 through 5/01/2012, but none are exercisable until
5/01/2009.
|
(20)
|
These
stock appreciation rights vest with respect to 6,000 shares on 5/02/2010,
and 3,000 shares each on 5/02/2011, 5/02/2012 and
5/02/2013.
|
(21)
|
1,250
shares will vest on 9/11/2009, 1,250 shares on 5/02/2010 and 1,500 shares
on 5/02/2011.
|
(22)
|
These
stock appreciation rights vest with respect to 1,500 shares on each of
9/11/2009, 9/11/2010 and 9/11/2011.
|
(23)
|
These
stock appreciation rights vest with respect to 1,500 shares per year
commencing on 5/01/2008 through 5/01/2012, but none are exercisable until
5/01/2009.
|
(24)
|
These
stock appreciation rights vest with respect to 3,600 shares on 5/02/2010
and 1,800 shares on each of 5/02/2011, 5/02/2012 and
5/02/2013.
|
(25)
|
750
shares vest on 9/11/2009, 750 shares vest on 5/01/2010 and 900 shares vest
on 5/02/2011.
|
Option
Awards
|
Stock
Awards
|
|||
Name
of
Executive
Officer
|
Number
of
Shares
Acquired
on
Exercise
(#)
|
Value
Realized
On
Exercise
($)
|
Number
of
Shares
Acquired
on
Vesting
(#)
|
Value
Realized
on
Vesting
($)
|
Henry
W. Knueppel
|
220,000
|
4,690,900
|
5,000
|
173,600
|
David
A. Barta
|
0
|
0
|
2,500
|
86,800
|
Mark
J. Gliebe
|
0
|
0
|
0
|
0
|
Paul
J. Jones
|
0
|
0
|
0
|
0
|
Terry
R. Colvin
|
0
|
0
|
0
|
0
|
Name
|
Plan
name
|
Number
of
Years
Credited
Service
(#)
|
Present
Value
of
Accumulated
Benefit
($)
|
Payments
During
Last
Fiscal
Year ($)
|
Henry
W. Knueppel
|
Regal
Beloit Target Supplemental
Retirement
Plan (non-qualified)
|
29
|
6,496,188
|
0
|
David
A. Barta
|
Regal
Beloit Target Supplemental
Retirement
Plan (non-qualified)
|
4
|
58,258
|
0
|
Mark
J. Gliebe
|
Regal
Beloit Target Supplemental
Retirement
Plan (non-qualified)
|
27
|
1,274,679
(1)
|
0
|
Paul
J. Jones
|
Regal
Beloit Target Supplemental
Retirement
Plan (non-qualified)
|
2
|
0
|
0
|
Terry
R. Colvin
|
Regal
Beloit Target Supplemental
Retirement
Plan (non-qualified)
|
2
|
0
|
0
|
(1)
|
In addition to the four years
that Mr. Gliebe has been employed by us, he has been credited under the
Regal Beloit Target Supplemental Retirement Plan with the 23 years for
which he had credit under his previous employer’s retirement
plan. When Mr. Gliebe’s benefits are paid under the Target
Supplemental Retirement Plan, we will deduct from the benefit owed to Mr.
Gliebe those amounts paid by his previous employer under the previous
employer’s retirement plan.
|
·
|
we
breach the terms of the agreement;
|
·
|
we
reduce the executive’s base salary, bonus opportunity or
benefits;
|
·
|
we
remove the executive from positions within our
company;
|
·
|
the
executive determines in good faith that there has been a material adverse
change in his working conditions or
status;
|
·
|
we
relocate the executive; or
|
·
|
we
require the executive to travel 20% more frequently than prior to the
change in control.
|
Executive
Benefits
and
Payments
Upon
Change in Control or Termination
|
Voluntary Termination/Early
Retirement(1)
|
Involuntary
Not for Cause Termination(2)
|
For
Cause Termination
|
Change
in Control without Termination
|
Involuntary
or
Good
Reason Termination /
Change
in Control
(3)
|
Death
or Disability
|
||||||||||||||||||
Compensation:
|
||||||||||||||||||||||||
Current
Year SVA Bonus
|
$ | 762,034 | $ | 762,034 | $ | 762,034 | $ | 762,034 | ||||||||||||||||
Payment
of SVA from Prior Years
|
$ | 1,145,517 | $ | 1,145,517 | $ | 1,145,517 | $ | 1,145,517 | ||||||||||||||||
Termination
Payment
|
$ | 4,768,095 | ||||||||||||||||||||||
Target
Supplemental Plan(4)
|
$ | 6,496,188 | $ | 6,496,188 | $ | 6,496,188 | $ | 6,496,188 | $ | 6,496,188 | $ | 6,496,188 | ||||||||||||
Stock
Options
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
||||||||||||||||||||||||
Restricted
Stock
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
$ | 1,358,800 | $ | 1,358,800 | $ | 1,358,800 | ||||||||||||||||||
Stock
Appreciation Rights
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
||||||||||||||||||||||||
Benefits
and Perquisites:
|
||||||||||||||||||||||||
Cash
Payment Under Retirement Plans
|
$ | 746,653 | (5) | |||||||||||||||||||||
Post-termination
Health & Life Insurance
|
$ | 52,053 | ||||||||||||||||||||||
Life
Insurance Proceeds
|
$ | 400,000 | (6) | |||||||||||||||||||||
Disability
|
$ | 152,400 | (7) | |||||||||||||||||||||
Accrued
Vacation Pay
|
$ | 57,442 | $ | 57,442 | $ | 57,442 | $ | 57,442 | $ | 57,442 | $ | 57,442 | ||||||||||||
Accounting
and Legal Services
|
$ | 15,000 | ||||||||||||||||||||||
Outplacement
Services
|
$ | 75,400 | ||||||||||||||||||||||
280G
Tax Gross-up
|
$ | 2,617,514 | ||||||||||||||||||||||
Total:
|
$ | 8,461,181 | $ | 8,461,181 | $ | 6,553,630 | $ | 7,912,430 | $ | 18,094,696 | $ | 10,372,381 | (8) |
(1)
|
Assumes
an approved early retirement. Benefits upon a voluntary
termination that is not an approved early retirement would consist of a
target supplemental retirement benefit of $6,496,188 and accrued vacation
of $57,442.
|
(2)
|
Assumes
the executive’s employment is terminated by us without cause or by the
executive with good reason not in connection with a change in control of
our company.
|
(3)
|
Assumes
the executive’s employment is terminated by us without cause or by the
executive with good reason in connection with a change in control of our
company.
|
(4)
|
Present
value of annuity commencing on retirement and paid monthly for 15
years.
|
(5)
|
Reflects
a cash payment that is equal to the value of additional retirement
benefits that the executive would have received if he remained employed
with us for an additional three
years.
|
(6)
|
Life
insurance death benefit payable only in event of
death.
|
(7)
|
Disability
benefit payable only in event of disability. The amount shown
reflects only the enhanced disability benefits that would be payable to
the executive over the course of a year compared with the disability
benefits to which non-executive officer salaried employees would receive
over the same period.
|
(8)
|
The
total amount shown is larger than the amount the executive would receive
on a termination of employment in the event of death or disability because
it includes both amounts that would be payable only on death and amounts
that would be payable only on
disability.
|
Executive
Benefits
and
Payments
Upon
Change in Control or Termination
|
Voluntary
Termination
|
Involuntary
Not for Cause Termination(1)
|
For
Cause Termination
|
Change
in Control without Termination
|
Involuntary
or
Good
Reason Termination /
Change
in Control
(2)
|
Death
or Disability
|
||||||||||||||||||
Compensation:
|
||||||||||||||||||||||||
Current
Year SVA Bonus
|
$ | 179,391 | $ | 179,391 | $ | 179,391 | ||||||||||||||||||
Payment
of SVA from Prior Years
|
$ | 308,892 | $ | 308,892 | $ | 308,892 | ||||||||||||||||||
Termination
Payment
|
$ | 1,670,055 | ||||||||||||||||||||||
Target
Supplemental Plan(3)
|
$ | 123,369 | ||||||||||||||||||||||
Stock
Options
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
$ | 101,000 | $ | 101,000 | $ | 101,000 | ||||||||||||||||||
Restricted
Stock
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
$ | 305,730 | $ | 305,730 | $ | 305,730 | ||||||||||||||||||
Stock
Appreciation Rights
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
||||||||||||||||||||||||
Benefits
and Perquisites:
|
||||||||||||||||||||||||
Cash
Payment Under Retirement Plans
|
$ | 300,529 | ||||||||||||||||||||||
Post-termination
Health & Life Insurance
|
$ | 53,718 | (4) | |||||||||||||||||||||
Life
Insurance Proceeds
|
$ | 150,000 | (5) | |||||||||||||||||||||
Accrued
Vacation Pay
|
$ | 26,923 | $ | 26,923 | $ | 26,923 | $ | 26,923 | $ | 26,923 | $ | 26,923 | ||||||||||||
Accounting
and Legal Services
|
$ | 15,000 | ||||||||||||||||||||||
Outplacement
Services
|
$ | 35,500 | ||||||||||||||||||||||
280G
Tax Gross-up
|
$ | 827,990 | ||||||||||||||||||||||
Total:
|
$ | 26,923 | $ | 515,206 | $ | 26,923 | $ | 433,653 | $ | 3,948,097 | $ | 1,071,936 |
(1)
|
Assumes
the executive’s employment is terminated by us without cause or by the
executive with good reason not in connection with a change in control of
our company.
|
(2)
|
Assumes
the executive’s employment is terminated by us without cause or by the
executive with good reason in connection with a change in control of our
company.
|
(3)
|
Present
value of annuity commencing on retirement and paid monthly for 15
years.
|
(4)
|
Reflects
a cash payment that is equal to the value of additional retirement
benefits that the executive would have received if he remained employed
with us for an additional three
years.
|
(5)
|
Life
insurance death benefit payable only in event of
death.
|
Executive
Benefits
and
Payments
Upon
Change in Control or Termination
|
Voluntary
Termination
|
Involuntary
Not for Cause Termination(1)
|
For
Cause Termination
|
Change
in Control without Termination
|
Involuntary
or
Good
Reason Termination /
Change
in Control
(2)
|
Death
or Disability
|
||||||||||||||||||
Compensation:
|
||||||||||||||||||||||||
Current
Year SVA Bonus
|
$ | 289,856 | $ | 289,856 | $ | 289,856 | ||||||||||||||||||
Payment
of SVA from Prior Years
|
$ | 503,427 | $ | 503,427 | $ | 503,427 | ||||||||||||||||||
Termination
Payment
|
$ | 2,401,959 | ||||||||||||||||||||||
Target
Supplemental Plan
|
$ | 2,669,252 | (3) | |||||||||||||||||||||
Stock
Options
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
$ | 99,400 | $ | 99,400 | $ | 99,400 | ||||||||||||||||||
Restricted
Stock
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
$ | 815,280 | $ | 815,280 | $ | 815,280 | ||||||||||||||||||
Stock
Appreciation Rights
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
||||||||||||||||||||||||
Benefits
and Perquisites:
|
||||||||||||||||||||||||
Cash
Payment Under Retirement Plans
|
$ | 475,803 | (4) | |||||||||||||||||||||
Post-termination
Health & Life Insurance
|
$ | 54,384 | ||||||||||||||||||||||
Life
Insurance Proceeds
|
$ | 250,000 | (5) | |||||||||||||||||||||
Accrued
Vacation Pay
|
$ | 36,327 | $ | 36,327 | $ | 36,327 | $ | 36,327 | $ | 36,327 | $ | 36,327 | ||||||||||||
Accounting
and Legal Services
|
$ | 15,000 | ||||||||||||||||||||||
Outplacement
Services
|
$ | 47,800 | ||||||||||||||||||||||
280G
Tax Gross-up
|
$ | 2,517,241 | ||||||||||||||||||||||
Total:
|
$ | 36,327 | $ | 829,610 | $ | 36,327 | $ | 951,007 | $ | 9,925,729 | $ | 1,994,290 |
(1)
|
Assumes
the executive’s employment is terminated by us without cause or by the
executive with good reason not in connection with a change in control of
our company.
|
(2)
|
Assumes
the executive’s employment is terminated by us without cause or by the
executive with good reason in connection with a change in control of our
company.
|
(3)
|
Present
value of annuity commencing on retirement and paid monthly for 15
years.
|
(4)
|
Reflects
a cash payment that is equal to the value of additional retirement
benefits that the executive would have received if he remained employed
with us for an additional three
years.
|
(5)
|
Life
insurance death benefit payable only in event of
death.
|
Executive
Benefits
and
Payments
Upon
Change in Control or Termination
|
Voluntary
Termination
|
Involuntary
Not for Cause Termination(1)
|
For
Cause Termination
|
Change
in Control without Termination
|
Involuntary
or
Good
Reason Termination /
Change
in Control
(2)
|
Death
or Disability
|
||||||||||||||||||
Compensation:
|
||||||||||||||||||||||||
Current
Year SVA Bonus
|
$ | 132,801 | $ | 132,801 | $ | 132,801 | ||||||||||||||||||
Payment
of SVA from Prior Years
|
$ | 145,496 | $ | 145,496 | $ | 145,496 | ||||||||||||||||||
Termination
Payment
|
$ | 879,638 | ||||||||||||||||||||||
Target
Supplemental Plan(3)
|
||||||||||||||||||||||||
Stock
Options
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
||||||||||||||||||||||||
Restricted
Stock
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
$ | 135,881 | $ | 135,881 | $ | 135,881 | ||||||||||||||||||
Stock
Appreciation Rights
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
||||||||||||||||||||||||
Benefits
and Perquisites:
|
||||||||||||||||||||||||
Cash
Payment Under Retirement Plans
|
$ | 127,963 | (4) | |||||||||||||||||||||
Post-termination
Health & Life Insurance
|
$ | 35,590 | ||||||||||||||||||||||
Life
Insurance Proceeds
|
$ | 100,000 | (5) | |||||||||||||||||||||
Accrued
Vacation Pay
|
$ | 22,135 | $ | 22,135 | $ | 22,135 | $ | 22,135 | $ | 22,135 | $ | 22,135 | ||||||||||||
Accounting
and Legal Services
|
$ | 15,000 | ||||||||||||||||||||||
Outplacement
Services
|
$ | 29,200 | ||||||||||||||||||||||
280G
Tax Gross-up
|
$ | 429,680 | ||||||||||||||||||||||
Total:
|
$ | 22,135 | $ | 300,432 | $ | 22,135 | $ | 158,016 | $ | 1,953,384 | $ | 536,313 |
(1)
|
Assumes
the executive’s employment is terminated by us without cause or by the
executive with good reason not in connection with a change in control of
our company.
|
(2)
|
Assumes
the executive’s employment is terminated by us without cause or by the
executive with good reason in connection with a change in control of our
company.
|
(3)
|
No
benefit based on years of service.
|
(4)
|
Reflects
a cash payment that is equal to the value of additional retirement
benefits that the executive would have received if he remained employed
with us for an additional two
years.
|
(5)
|
Life
insurance death benefit payable only in event of
death.
|
Executive
Benefits
and
Payments
Upon
Change in Control or Termination
|
Voluntary
Termination
|
Involuntary
Not for Cause Termination(1)
|
For
Cause Termination
|
Change
in Control without Termination
|
Involuntary
or
Good
Reason Termination /
Change
in Control
(2)
|
Death
or Disability
|
||||||||||||||||||
Compensation:
|
||||||||||||||||||||||||
Current
Year SVA Bonus
|
$ | 94,193 | $ | 94,193 | $ | 94,193 | ||||||||||||||||||
Payment
of SVA from Prior Years
|
$ | 102,361 | $ | 102,361 | $ | 102,361 | ||||||||||||||||||
Termination
Payment
|
$ | 681,476 | ||||||||||||||||||||||
Target
Supplemental Plan(3)
|
||||||||||||||||||||||||
Stock
Options
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
||||||||||||||||||||||||
Restricted
Stock
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
$ | 81,529 | $ | 81,529 | $ | 81,529 | ||||||||||||||||||
Stock
Appreciation Rights
|
||||||||||||||||||||||||
Unvested and
Accelerated
|
||||||||||||||||||||||||
Benefits
and Perquisites:
|
||||||||||||||||||||||||
Cash
Payment Under Retirement Plans
|
||||||||||||||||||||||||
Post-termination
Health & Life Insurance
|
$ | 35,590 | ||||||||||||||||||||||
Life
Insurance Proceeds
|
$ | 100,000 | (4) | |||||||||||||||||||||
Accrued
Vacation Pay
|
$ | 17,673 | $ | 17,673 | $ | 17,673 | $ | 17,673 | $ | 17,673 | $ | 17,673 | ||||||||||||
Accounting
and Legal Services
|
$ | 15,000 | ||||||||||||||||||||||
Outplacement
Services
|
$ | 23,300 | ||||||||||||||||||||||
280G
Tax Gross-up
|
$ | 258,858 | ||||||||||||||||||||||
Total:
|
$ | 17,673 | $ | 214,227 | $ | 17,673 | 99,202 | $ | 1,309,980 | $ | 395,756 |
(1)
|
Assumes
the executive’s employment is terminated by us without cause or by the
executive with good reason not in connection with a change in control of
our company.
|
(2)
|
Assumes
the executive’s employment is terminated by us without cause or by the
executive with good reason in connection with a change in control of our
company.
|
(3)
|
No
benefit based on years of service.
|
(4)
|
Life
insurance death benefit payable only in event of
death.
|