Waste Management 2014 Annual Report Download - page 57

John J. Morris, Jr.
Triggering Event Compensation Component Payout ($)
Death or Disability Severance Benefits
• Accelerated vesting of stock options ....... 1,052,954
• Payment of performance share units
(contingent on actual performance at end of
performance period) .................... 2,119,721
• Accelerated vesting of restricted stock units . . . 622,050
• Life insurance benefit paid by insurance
company (in the case of death) ........... 475,000
Total .................................. 4,269,725
Termination Without Cause by the Company or Severance Benefits
For Good Reason by the Employee • Two times base salary plus target annual
cash bonus (one-half payable in lump sum;
one-half payable in bi-weekly installments
over a two-year period) ................. 1,828,750
• Continued coverage under health and welfare
benefit plans for two years ............... 24,600
• Prorated payment of performance share units
(contingent on actual performance at end of
performance period) .................... 1,030,865
• Prorated vesting of restricted stock units .... 446,535
Total .................................. 3,330,750
Termination Without Cause by the Company or Severance Benefits
For Good Reason by the Employee Six Months
Prior to or Two Years Following a Change-in-
Control (Double Trigger)
• Two times base salary plus target annual
cash bonus (one half payable in lump sum;
one half payable in bi-weekly installments
over a two year period) ................. 1,828,750
• Continued coverage under health and wealth
benefit plans for two years ............... 24,600
• Accelerated vesting of stock options ....... 1,052,954
• Prorated accelerated payment of performance
share units ........................... 1,030,865
• Accelerated payment of performance share
units replacement grant ................. 1,088,856
• Accelerated vesting of restricted stock units . . . 622,050
• Prorated maximum annual cash bonus ...... 783,750
Total .................................. 6,431,825
(1) In the past, such provisions have been included in certain named executives’ employment agreements. However, the Company’s
compensation policy now provides that it will not enter into any future compensation arrangements that obligate the Company to provide
increased payments in the event of death or to make tax gross up payments, subject to certain exceptions. Additionally, our Executive
Officer Severance Policy generally provides that the Company may not enter into new severance arrangements with its executive officers
that provide for benefits, less the value of vested equity awards and benefits provided to employees generally, in an amount that exceeds
2.99 times the executive officer’s then current base salary and target bonus. For additional details, see “Compensation Discussion and
Analysis — Other Compensation Policies and Practices.”
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