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(State or other jurisdiction of
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(Commission
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(IRS Employer
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incorporation or organization)
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File Number)
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Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Type of Termination
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Entitlement to
Accrued Benefits
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Severance
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Current Year Bonus
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Treatment of
Unvested Equity
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Insurance Benefits
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Change in Control*
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Payment of unpaid base salary and unused vacation days.
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Lump sum equal to 2X the sum of base salary plus higher of target or most recent annual bonus.
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Lump sum equal to greater of target annual bonus or pro-rata accrual of bonus on the Company’s books.
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100% vesting
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Continuation of life insurance and medical plan benefits covering the Covered Executive and dependents for two years following termination.
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Death
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Payment of unpaid base salary and unused vacation days.
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N/A
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N/A
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In accordance with language of the underlying award agreements (generally provides for vesting upon death).
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N/A except as due to Covered Executive’s estate or beneficiaries under any existing benefit plan.
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Disability*
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Payment of unpaid base salary and unused vacation days.
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Base salary continuation for one year from the termination date.
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N/A
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In accordance with language of the underlying award agreements (generally provides for vesting on termination due to disability).
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N/A except as due to Covered Executive under any existing benefit plan.
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Retirement*
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Payment of unpaid base salary and unused vacation days.
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N/A
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N/A
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In accordance with language of the underlying award agreements (generally provides for vesting), except blanket prohibition on accelerated vesting of any awards made less than 6 months prior to retirement date.
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N/A except as due to Covered Executive under any existing benefit plan.
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Termination without Cause*
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Payment of unpaid base salary and unused vacation days.
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Continuation pay for one year in an annualized amount equal to base salary plus target annual bonus.
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N/A
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In accordance with language of the underlying award agreements (generally provides for forfeiture of unvested awards).
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N/A except as due to Covered Executive under any existing benefit plan.
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(c)
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Exhibits – The following exhibits are provided as part of the information filed under Items 5.02(e) of this Current Report on Form 8-K.
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