Kroger 2015 Annual Report Download - page 55

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• a lump sum payment equal to the participant’s accrued and unpaid vacation, including banked vacation;
• a lump sum payment equal to 1/12th of the sum of the participant’s annual vacation pay plus 70%
of the greater of the current year’s annual cash bonus potential or the average of the actual annual
cash bonus payments for the prior three years, multiplied by the number of months elapsed in the
current calendar year;
• continued medical and dental benefits for up to 24 months and continued life insurance coverage for
up to 6 months; and
• up to $5,000 as reimbursement for eligible tuition expenses and up to $10,000 as reimbursement for
eligible outplacement expenses.
Payments to executive officers under KEPP will be reduced, to the extent necessary, so that
payments will not exceed 2.99 times the officer’s average W-2 earnings over the preceding five years.
Long-Term Compensation Awards
The following table describes the treatment of long-term compensation awards following a
termination of employment or change in control of Kroger. In each case, the continued vesting,
exercisability or eligibility for the incentive awards will end if the participant provides services to a
competitor of Kroger.
Triggering Event Stock Options Restricted Stock Performance Units
Performance-Based
Long-Term Cash Bonus
Involuntary
Termination
Forfeit all unvested
options. Previously
vested options remain
exercisable for the
shorter of one year
after termination or
the remainder of the
original 10-year term.
Forfeit all
unvested shares
Forfeit all rights to units
for which the three year
performance period has
not ended
Forfeit all rights to long-term
cash bonuses for which the
three year performance period
has not ended
Voluntary
Termination/
Retirement
Forfeit all unvested
options. Previously
vested options remain
exercisable for the
shorter of one year
after termination or
the remainder of the
original 10-year term.
Forfeit all
unvested shares
Forfeit all rights to units
for which the three year
performance period has
not ended
Forfeit all rights to long-term
cash bonuses for which the
three year performance period
has not ended
- Prior to minimum
age and five
years of
service(2)
Voluntary
Termination/
Retirement
Unvested options
continue vesting on the
original schedule. All
options are exercisable
for remainder of the
original 10-year term.
Forfeit all unvested
shares granted prior
to 2013. Vesting
continues on the
original schedule for
awards granted during
or after 2013.
Pro rata portion(1) of
units earned based on
performance results over
the full three-year period
Pro rata portion(1) of long-term
cash bonuses earned based
on performance results over
the full three-year period
- After minimum age
and five years of
service(2)
Death
Unvested options are
immediately vested. All
options are exercisable
for remainder of the
original 10-year term.
Unvested shares
immediately vest
Pro rata portion(1) of
units earned based on
performance results
through the end of the
fiscal year in which death
occurs. Award will be
paid following the end of
such fiscal year.
Pro rata portion(1) of long-term
cash bonuses earned based on
performance results through
the end of the fiscal year in
which death occurs. Award will
be paid following the end of
such fiscal year.
Disability
Unvested options are
immediately vested. All
options are exercisable
for remainder of the
original 10-year term.
Unvested shares
immediately vest
Pro rata portion(1) of
units earned based on
performance results over
the full three-year period
Pro rata portion(1) of long-term
cash bonuses earned based
on performance results over
the full three-year period
Change in
Control(3)
Unvested options are
immediately vested
and exercisable
Unvested shares
immediately vest
50% of the maximum
units granted at the
beginning of the
performance period
earned immediately
50% of the maximum bonus
granted at the beginning of the
performance period earned
immediately