Termination and change in control payments reportable as All Other Compensation in column (i) of Summary Compensation Table

• Go to Regulation S-K, Item 402(c) topic page

Must include:

• Amounts paid or accrued to any named executive officer
• In connection with any termination

• Retirement
• Resignation
• Severance
• Constructive termination

• Or in connection with change in control

SEC rules call for disclosure of following amounts if payment accelerated pursuant to change in control transaction:

• Benefits paid pursuant to defined benefit and actuarial plans
• Distributions of non-qualified deferred compensation

Regulation S-K, Item 402(j) requires disclosure of estimated payments and benefits under termination and change in control provisions

Should amounts reported in column (i) reflect only cash payments made under all of such termination and change in control provisions?

• Disclosure precedent reflects variation among companies

• Not all companies report value of accelerated vesting of equity awards as All Other Compensation
• Rules do not specify valuation methodology for accelerated vesting of equity awards reported as          All Other Compensation
• National City
  All Other Compensation column includes FAS 123R value  of accelerated vesting of restricted stock and option awards; footnote (5) also reports year-end intrinsic value of such equity awards

• Home Depot
  All Other Compensation includes equity compensation expense recognized by company for accelerated vesting of option and stock awards; footnote includes tabular disclosure of termination payments for 3 executive officers

• Wachovia
  All Other Compensation includes cash payments made in accordance with termination arrangements disclosed in response to Item 402(j); FAS 123R value of accelerated vesting reported in Option Awards column

Executive Compensation Disclosures

S-K Index

Termination and CIC Arrangements