Office Depot 2011 Annual Report Download - page 104

Potential Payments Upon Termination or a Change in Control
Elisa D. Garcia
Termination
Resulting
from
Death
Termination
Resulting from
Disability
(1)
Termination
Resulting from
Retirement
Termination
for Cause
Involuntary
Termination or
Resignation w/
Good Reason
Prior To
Change in
Control
(w/o Cause)
Involuntary
Termination or
Resignation w/
Good Reason
Upon or After
Change in
Control
(w/o Cause)
Termination
for All Other
Reasons
(Voluntary)
Change in Control
without
Termination
(a) (b) (c) (d) (e) (f) (g) (h)
Bonus ................................. $ — $ — $ — $ — $ — $ — $ — $308,000 (6)
Benefits
Outplacement Services ............... $ — $ — $ — $ — $ — $ 30,000 (7) $ — $ —
Long-Term Incentive or Performance Plan
Stock Options (2) .................... $ 89,531 $ 89,531 $ — $ — $ — $ 89,531 $ — $ 89,531
Restricted Stock (3) .................. $102,381 $102,381 $ — $ — $ — $ 102,381 $ — $102,381
Cash Severance ........................ $ — $ — $ — $ — $2,028,555 (4) $2,958,133 (5) $ — $ —
Total for Ms. Garcia .................... $191,912 $191,912 $ — $ — $2,028,555 $3,180,045 $ — $499,912
(1) Retirement is generally treated as a voluntary termination for all programs and agreements except the 2007 Long-Term Incentive Plan (“2007 LTIP”).
(2) A description of the vesting provisions for stock options under the 2007 LTIP are included later in the “2007 Long-Term Incentive Plan Vesting”
section. Reflects the value of all unvested stock options based on the closing price of the company’s stock on December 30, 2011.
(3) A description of the vesting provisions for restricted stock under the 2007 LTIP are included later in the “2007 Long-Term Incentive Plan Vesting”
section. Reflects the value of all unvested restricted stock based on the closing price of the company’s stock on December 30, 2011.
(4) Reflects a payment under Ms. Garcia’s Employment Offer Letter dated May 15, 2007, as amended December 31, 2008, equal to the sum of: (i) 1.5
times her base salary in effect on December 30, 2011, (ii) her 2011 pro-rata bonus at the earned rate, and (iii) the product of 18 and the difference
between the monthly COBRA premium on December 30, 2011 for the type of group health plan coverage in effect for Ms. Garcia on December 30,
2011 and the active employee for such coverage. In addition, under Ms. Garcia’s Retention Agreement dated November 2, 2010, she is entitled to a
special retention payment of $1,000,000.
(5) Reflects a payment under Ms. Garcia’s Change in Control Agreement dated December 17, 2010 equal to the sum of: (i) two times the sum of:
Ms. Garcia’s base salary (including car allowance) in effect on December 30, 2011 and Ms. Garcia’s 2011 target bonus, (ii) Ms. Garcia’s pro-rated
2011 target bonus, (iii) the product of 18 and the monthly COBRA premium on December 30, 2011 for the type of group health plan coverage in
effect for Ms. Garcia on December 30, 2011. In addition, under Ms. Garcia’s Retention Agreement, she is entitled to a special retention payment of
$1,000,000. Under Ms. Garica’s Change in Control Agreement, if her termination is due to death or disability after the change in control, Ms. Garcia
is entitled to her pro-rated 2011 target bonus, which is $313,923.
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