Alaska Airlines and Horizon Air 2009 Annual Report Download - page 73

In the table below, we have estimated the potential cost to us of the payments and benefits
each Named Executive Officer would have received if his employment had terminated under
the circumstances described above on December 31, 2009. As described above, except for
the equity acceleration value, the amount an executive would be entitled to receive would be
reduced pro-rata for any period the executive actually worked during the employment period.
Cash
Severance(1)
Enhanced
Retirement
Benefit(2)
Benefit
Continuation(3)
Equity
Acceleration(4)
Excise Tax
Gross-Up(5) Total
William S. Ayer $2,201,538 $ 87,316 $256,488 $3,927,732 $1,404,613 $7,877,687
Bradley D. Tilden $1,814,418 $1,344,559 $291,231 $1,875,933 $1,399,460 $6,725,601
Glenn S. Johnson $1,600,959 $ 853,183 $182,211 $1,377,346 $1,198,225 $5,211,924
Benito Minicucci $1,334,124 $ 99,561 $162,225 $1,901,785 $ 979,652 $4,477,347
Jeffrey D. Pinneo $1,275,507 $ 605,503 $202,610 $1,018,976 $ 844,271 $3,946,867
(1) Represents the amount obtained by multiplying three by the sum of the executive’s highest rate of base salary
during the preceding 12 months and the higher of the executive’s target incentive or his average incentive for
the three preceding years.
(2) Represents the sum of (a) except in the case of Mr. Minicucci, the actuarial equivalent of an additional three
years of age and service credit under our qualified and non-qualified retirement plan using the executive’s
highest rate of salary during the preceding 12-months prior to a change in control, (b) except in the case of
Mr. Minicucci, the present value of the accrued but unvested portion of the non-qualified retirement benefits
that would vest upon a change of control, (c) the matching contribution the executive would have received
under our qualified defined contribution plan had the executive continued to contribute the maximum allowable
amount during the employment period, and (d) in the case of Mr. Minicucci, the contribution the executive
would have received under our nonqualified defined contribution plan had the executive continued to
participate in the plan during the employment period.
(3) Represents the estimated cost of (a) 18 months of premiums under our medical, dental and visual programs
and (b) three years of continued participation in life, disability, accidental death insurance and other fringe
benefit programs.
(4) Represents the “in-the-money” value of unvested stock options and the face value of unvested restricted stock
and performance stock unit awards that would vest upon a change of control based on a stock price of $34.56
(the closing price of our stock on the last trading day of fiscal 2009).
(5) For purposes of this calculation, we have assumed that the executive’s outstanding stock options would be
assumed by the acquiring company pursuant to a change in control.
This calculation is an estimate for proxy disclosure purposes only. Payments on an actual change in control
may differ based on factors such as transaction price, timing of employment termination and payments,
methodology for valuing stock options, changes in compensation, and reasonable compensation analyses.
ŠProxy
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