2007 Option Exercises and Shares VestedNameNumber ofsharesacquired onexercise(#) (1)Option awardsValuerealized onexercise($) (2)Number ofsharesacquired onvesting(#) (3)Share awardsValuerealized onvesting($) (4)Leonard I. Fluxman ................................. 102,253 $1,533,768 26,082 $1,145,104Stephen Lazarus ....................................... 3,833 58,760 11,271 493,769Glenn Fusfield ......................................... 7,667 102,788 7,937 347,973Robert C. Boehm ..................................... 3,833 64,760 7,937 347,973Sean C. Harrington .................................. -- -- 6,604 291,406_____________(1) For each named executive, this number represents the total number of shares underlying options that wereexercised.(2) The amounts in this column represent the difference between (i) the aggregate market price of the underlyingshares on the date of exercise of the options (calculated by using the price of a Common Share on the NasdaqStock Market at the time of exercise of the options) and (ii) the aggregate exercise price for the exercisedoptions. The options were exercised using net share settlement (shares that otherwise would have been receivedupon the exercise of options were used to cover the exercise price and were withheld to pay income tax).(3) The amounts in this column represent the restricted shares and performance shares that vested for each namedexecutive in 2007. Upon vesting, where applicable, the restrictions associated with these shares lapsed. Theamounts in this column do not take into account shares surrendered to satisfy the named executives' taxwithholding obligations upon the vesting of restricted shares.(4) The amounts in this column were calculated by multiplying the number of shares that vested in 2007 for eachnamed executive by the closing price of a Common Share on the Nasdaq Stock Market on the date of vesting.The amounts in this column do not take into account amounts paid by the named executives by means ofsurrender of shares to satisfy tax obligations upon the vesting of restricted shares.Potential Payments on Termination, Including After a Change in ControlThe information below reflects the incremental compensation that may be received by the namedexecutives (or their beneficiaries, as applicable) under their employment agreements and under certain insurancepolicies, premiums for which are paid by the Company, upon the termination of employment: (i) by the Companywithout cause, (ii) by the individual for cause, (iii) after a change in control of the Company, (iv) upon a nonrenewalof the agreement after its expiration, (v) on death, (vi) in connection with a disability, and (vii) inconnection with an illness (each a "Termination Event").The information below assumes that the Termination Event occurred on December 31, 2007, the last day ofthe Company's last fiscal year. Among the amounts reflected below are those based on the price of the CommonShares. For this purpose, the value of the shares is the $44.16 closing price of a Common Share on the NasdaqStock Market on December 31, 2007, the last trading day of the year.The amounts set forth in the table below (i) do not include any unpaid accrued amounts of compensationthat would have been payable to the named executives as of December 31, 2007, whether or not a TerminationEvent had occurred and (ii) are payable in a lump sum, except as indicated in the notes to the table.Bowne ID # g12968-5.pdf 32 May 2, 2008 12:16:3128
CashPayment$ (1)ShareOptions$ (2)RestrictedShares$ (3)ExciseTaxGross-up$ (4)LifeInsuranceProceeds$ (5)DisabilityInsuranceProceeds$ (6)NameLeonard I. Fluxman (7)Termination without cause by Company ........... $ 3,807,107 $91,420 $5,033,931 -- -- -- $ 8,932,458Termination for cause by Employee .................. 3,724,744 -- 5,033,931 -- -- -- 8,758,675Change in Control (8) ......................................... 12,510,408 91,420 5,033,931 $5,334,907 -- -- 22,970,666Non-renewal of employment agreement (9) ...... 1,219,083 -- -- -- -- -- 1,219,083Death .................................................................. 1,225,746 91,420 5,033,931 -- $5,000,000 -- 11,351,097Disability ............................................................ 1,241,581 91,420 4,268,506 -- -- $2,760,000 8,361,507Illness .................................................................. 659,494 -- 4,268,506 -- -- -- 4,928,000Stephen LazarusTermination without cause by Company ........... 964,936 50,059 1,708,065 -- -- -- 2,723,060Termination for cause by Employee .................. 1,728,844 -- 1,708,065 -- -- -- 3,436,909Change in Control (8) ......................................... 1,728,844 50,059 1,708,065 -- -- -- 3,486,968Non-renewal of employment agreement (9) ...... 451,500 -- 1,708,065 -- -- -- 2,159,565Death .................................................................. 458,164 50,059 1,708,065 -- 900,000 -- 3,116,288Disability ............................................................ 458,164 -- 1,383,356 -- -- 3,375,000 5,216,520Illness .................................................................. 171,468 -- 1,383,356 -- -- -- 1,554,824Glenn FusfieldTermination without cause by Company ........... 962,063 50,059 1,855,294 -- -- -- 2,867,416Termination for cause by Employee .................. 1,924,126 -- 1,855,294 -- -- -- 3,779,420Change in Control (8) ......................................... 1,924,126 50,059 1,855,294 -- -- -- 3,829,479Non-renewal of employment agreement (9) ...... 451,500 -- 1,855,294 -- -- -- 2,306,794Death .................................................................. 458,164 50,059 1,855,294 -- 1,000,000 -- 3,363,517Disability ............................................................ 458,164 -- 1,855,294 -- -- 1,475,600 3,789,058Illness .................................................................. 170,031 -- -- -- -- -- 170,031Robert C. Boehm (10)Termination without cause by Company ........... 325,813 50,059 1,413,694 -- -- -- 1,789,566Termination for cause by Employee .................. -- -- 1,413,694 -- -- -- 2,525,819Change in Control (8) ......................................... 602,000 50,059 1,413,694 -- -- -- 2,065,753Non-renewal of employment agreement (9) ...... 301,000 -- -- -- -- -- 301,000Death .................................................................. 478,429 50,059 1,413,694 -- 1,000,000 -- 2,942,182Disability ............................................................ 177,429 -- -- -- -- 548,000 725,429Illness .................................................................. 177,429 -- -- -- -- -- 177,429_____________(1) Pursuant to the terms of their employment agreements with the Company, the named executives, other than Mr.Harrington, who did not have an employment agreement with the Company as of December 31, 2007, areentitled to the following cash payments upon the indicated Termination Events:Mr. Fluxman: (i) without cause by the Company: the aggregate of his then base salary, the cash incentive bonusthat would have been payable for the year in which the termination occurred (the "Payable Bonus"), the cost ofthe benefits to which he was then entitled as of the termination date (the "Benefits Amount"), and hisautomobile allowance, each for the longer of 30 months or the remainder of the term of the employmentagreement (the "Remaining Term") (payable upon the earlier to occur of Mr. Fluxman's death or the six-monthanniversary of the termination date); (ii) for cause by Mr. Fluxman: the aggregate of his then base salary for thelonger of 24 months and the Remaining Term, the Payable Bonus for the Remaining Term and the BenefitsAmount for the Remaining Term (payable upon the later of 60 days after the year in which the terminationoccurred and six months after the termination date); (iii) change in control: an amount equal to the greater of theamount payable for termination for cause by Mr. Fluxman and 2.99 times Mr. Fluxman's "Base Amount" withinthe meaning of Section 280G of the Code (the amount indicated in the table above assumes the latter is greater)(payable upon the later of 60 days after the year in which the termination occurred and six months after thetermination date); (iv) non-renewal of employment agreement: the aggregate of his then base salary and thePayable Bonus (payable upon the earlier to occur of Mr. Fluxman's death and six months after the terminationdate); (v) death: the aggregate of his then base salary, the Payable Bonus and the cost of health and dentalinsurance as then in effect for a period of one year (payable in bi-weekly installments for one year, commencingwithin 10 days after the date of death, except that the Payable Bonus payments begin 60 days after the date ofdeath); (vi) disability: the aggregate of his then base salary, the Payable Bonus and the Benefits Amount for oneyear (payable beginning 60 days after the termination date and payable bi-weekly for one year thereafter); and(vii) illness: the aggregate of the Payable Bonus and Benefits Amount (payable upon the later of 60 days afterthe end of the year in which such termination occurs and six months following such termination).Total$29Bowne ID # g12968-5.pdf 33 May 2, 2008 12:16:31
Change language