Tech Data 2013 Annual Report Download - page 131

Table of Contents
A participant whose employment is involuntarily terminated for reasons other than gross misconduct will also receive the portion of his or her
annual cash incentive that is based on the Company’s performance, prorated through the date of such participant’s termination. The cash incentive
is paid at the prorated amount of actual performance, capped at the 100% level with no overachievement being paid. However, if the participant is
employed by the Company through the end of the full fiscal year then the 100% cap does not apply because the cash incentive is considered fully
earned. In such cases, the participant would be entitled to any applicable overachievement payment. The determination of cash incentives payable
to a terminated employee is made at the same time as continuing employees, typically following the end of each fiscal year. Any payment is made
in a lump sum at the time all cash incentive awards are paid.
Change in Control - If a change in control occurs and the NEO’s employment was terminated effective at a fiscal year end, the NEO would receive
the base salary and prorated cash incentive amounts stated above applicable to a termination under our Severance Plan. There are no plans or
agreements to provide the cash incentive in the event of a change in control without termination of employment, except that Mr. Dutkowsky’s
Employment Agreement allows him to receive the prorated portion of his cash incentive applicable under the Severance Plan if he is terminated in
the thirty day period following six months after a change in control occurs. Equity awards in the event of change in control are covered under our
Equity Plan and for Mr. Dutkowsky, in his Employment Agreement. No additional equity is granted, but vesting is accelerated and restrictions and
conditions are deemed satisfied for all outstanding grants. In the event the NEO’s employment is terminated as a result of the change in control, he
will have 90 days to exercise vested equity (including any accelerated vesting). We do not provide any gross-ups to any of our NEOs for the excise
tax on so-called “parachute payments” in connection with a change in control.
The presentation of data in the table below is based on the assumption that the termination or change in control occurred on January 31, 2013, and
assumes the highest amount of payout that could be made depending on the circumstances of the termination or change in control.
Retirement
- Retirement is considered a voluntary separation initiated by the executive and is not covered by the Severance Plan. The Company
does not have a specific plan for the retirement of its executives, nor do we provide post-retirement medical or life benefits. Each separate benefit
plan describes the impact of retirement on the benefits provided under that plan. For equity awards, an executive who has reached retirement age
will have one year to exercise only those awards that have vested at the time of the retirement. As of January 31, 2013, Mr. Howells and Mr. Cano
met our retirement age qualification of 65 when adding their current age and completed years of service.
Deferred Compensation
- The Deferred Compensation Plan is not automatically terminated by a change in control, and will be continued if the
successor entity agrees to continue the Deferred Compensation Plan. For both termination of employment and change in control, see the table in the
"Non-Qualified Deferred Compensation Plans" section above.
Compensation Policies and Practices and Risk Management
The Company’s compensation policies for all employees, including NEOs, address risk in the same manner. A cap on cash incentive bonuses
reduces the risk that disproportionately large bonuses could lead to an undesirable focus on short-term results. The bonus targets are consistent
across the Company with different weightings depending on the employee’s role. There are separate performance measures designed to focus on
revenue generation, profitability, and ROIC that counterbalance each other and reduce the incentive to focus on just one goal. In establishing cash
incentive bonus performance measures, the Compensation
116
NEO Severance period
Salary
termination
& change in
control
($)
Cash
Incentive
($) Equity upon Termination Equity upon change in control
Dutkowsky 24 months 2,070,000 750,375 No additional awards. No additional awards.
Vesting accelerates.
Howells 24 months 1,527,412 387,578 No additional awards. No additional awards.
Vesting accelerates.
Cano 24 months 1,606,442
(1)
433,924 No additional awards. No additional awards.
Vesting accelerates.
Wright
(2)
21 months 914,375 278,249 No additional awards. No additional awards.
Vesting accelerates.
Tonnison 21 months 720,720 164,205 No additional awards. No additional awards.
Vesting accelerates.
(1) The dollar value of the portion of Mr. Cano’
s base salary that is paid in euros has been valued at the spot exchange rate as of January 31, 2013.
(2)
Mr. Wright resigned from the Company effective August 2, 2013.