Moog Proxy - FY2022 - Host - Flipbook - Page 38
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Employment, Severance and Change in Control
The Company has entered into Employment Termination Benefits Agreements (“Termination Agreements”) with its executive
officers. These Termination Agreements cover termination as a result of death, disability, retirement, termination for cause,
voluntary and involuntary termination of employment, as well as involuntary termination after a change in control. The following is
a summary of the termination benefits provided under various circumstances. A discussion of the executive officers’ pension
benefits and supplemental retirement benefits under these various circumstances, can be found under Pension Benefits
beginning on page 32.
Payment Upon Death, Disability or Retirement
In the event of the death of an officer, the estate or surviving spouse will receive a payment of six months’ salary, a STI payment
pro-rated to the last day of the month in which the officer’s death occurs and any unused vested vacation. A payment of
approximately two and a half times annual salary will be paid under the Company’s Group Life Insurance plan, subject to a cap
of $4,000,000. The estate or surviving spouse will receive payments under the Company’s pension and 401(k) plans. All
unexpired SARs will fully vest and the estate or surviving spouse will have two years to exercise unexpired SARs. Unvested
PSUs will be paid out at target, pro-rated for the number of full quarters completed prior to death within the performance period.
Unvested TVAs will be forfeited.
In the event an officer becomes disabled or retires, the officer is entitled to the same benefits, as described above, with the
exception of life insurance, salary continuation, STI payment and PSU settlement. If the officer becomes disabled, the officer also
will receive payments under the Company’s disability plan. STI will be paid on a pro-rated basis for full months of service prior to
the date of disability. Unvested PSUs and TVAs will generally be forfeited.
If the officer retires, the officer will receive all benefits provided generally by the Company to its executives upon retirement,
including benefits under any retirement or supplemental retirement plans and insurance benefits provided upon retirement. STI
will be paid on a pro-rated basis for full months of service prior to the date of retirement. Unvested PSUs will remain available to
be earned at the end of the performance period, subject to the performance criteria and may be pro-rated for the number of full
years completed prior to retirement within the performance period. Unvested TVAs will be forfeited.
Payment Upon Termination for Cause
Under the Termination Agreements, “cause” is considered a harmful act or omission constituting a willful and a continuing failure
to perform material and essential employment obligations, conviction of a felony, willful perpetration of common law fraud, or any
willful misconduct or bad faith omission constituting dishonesty, fraud or immoral conduct, which is materially injurious to the
financial condition or business reputation of the Company. If terminated for “cause,” the officer is entitled to all benefits vested
under retirement plans and payment of unused vested vacation. The officer is not entitled to STI, no severance is provided and
all SARs, PSUs and TVAs expire.
Payment Upon Voluntary Termination
When an officer voluntarily terminates employment with the Company, the officer is entitled to receive all pension benefits
accrued under any retirement or supplemental retirement plans up to the date of termination (subject to the rules referenced
above in the PERI-SERP description), and payment for all unused vested vacation. All unexpired vested SARs are exercisable
within ninety days of termination and all unvested SARs, PSUs and TVAs will generally expire at the close of business on the
date of termination.
Payment Upon Involuntary Termination Without Cause and After a Change in Control
The termination benefits provided to an officer under the Termination Agreements in the case of involuntary termination without
cause and in the event of involuntary termination after a change in control are the same, except each event references a different
credited years of service table to determine salary continuance. The officer will receive salary continuance for no less than 12
months and no more than 36 months, depending on length of service. STI will be paid as earned in accordance with the plan and
any unused vested vacation will be paid. The Company will pay, for one year after involuntary termination without cause or
involuntary termination after a change in control, medical premiums on behalf of the officer, one year of auto related expenses,
outplacement services, as well as one year of club membership dues for which reimbursement was provided by the Company.
The officer is entitled to all vested benefits under any retirement or supplemental retirement plans. Upon an officer’s involuntary
termination not in connection with a change in control, all unexpired vested SARs are exercisable within ninety days of
termination and all unvested SARs, PSUs and TVAs will expire at the close of business on the date of termination. Upon a
change in control, all unexpired SARs will fully vest, all unvested PSUs will fully vest and will be paid out at the maximum level of
performance and all unvested TVAs will fully vest and will be paid out in cash no later than 30 days following the change in
control. Upon an involuntary termination after a change in control, the officer is entitled to exercise all SARs within two years of
termination.
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