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DEF 14A
FLEETCOR TECHNOLOGIES INC filed this Form DEF 14A on 05/01/2017
Entire Document
 


recruit or hire, or attempt to recruit or hire, any of our employees, consultants, contractors or other personnel, who have knowledge of certain of our confidential information and with whom such executive had substantial contact within one year of such executive’s termination.
In addition, pursuant to the employee confidentiality work product and non-solicitation agreement, during the term of employment our named executive officers have an obligation not to (i) disclose certain of our confidential information or (ii) accept employment with certain enumerated competitors.

Potential Payments Upon Termination of Employment or Change in Control
The following table shows the potential payments to the named executive officers upon a termination of employment under various circumstances and in a change in control. In preparing the table, we assumed the triggering event occurred on December 31, 2016.
Name
 
Severance Amount ($)(1)
 
Accelerated Vesting of Equity Awards ($)(2)
 
Benefits ($)(3)
 
Total ($)
 
Ronald F. Clarke
 
 
 
 
 
 
 
 
 
Termination without cause
 
$
1,500,000

 
$

 
$
25,112

 
$
1,525,112

 
Termination for good reason or termination without cause following a change in control
 
$
1,500,000

 
$
32,753,002

 
$
25,112

 
$
34,278,114

 
Change in control
 
$

 
$

 
$

 
$

 
Eric R. Dey
 
 
 
 
 
 
 
 
 
Termination without cause
 
$
187,500

 
$

 
$
13,259

 
$
200,759

 
Termination without cause following a change in control
 
$
187,500

 
$
1,379,958

 
$
13,259

 
$
1,580,717

 
Termination for good reason following a change in control
 
$

 
$
1,379,958

 
$

 
$
1,379,958

 
Change in control
 
$

 
$

 
$

 
$

 
John S. Coughlin
 
 
 
 
 
 
 
 
 
Termination without cause
 
$
200,000

 
$

 
$
13,411

 
$
213,411

 
Termination without cause following a change in control
 
$
200,000

 
$
7,813,786

 
$
13,411

 
$
8,027,197

 
Termination for good reason following a change in control
 
$

 
$
7,813,786

 
$

 
$
7,813,786

 
Change in control
 
$

 
$

 
$

 
$

 
Charles Freund
 
 
 
 
 
 
 
 
 
Termination without cause
 
$
172,500

 
$

 
$
12,488

 
$
184,988

 
Termination without cause following a change in control
 
$
172,500

 
$
1,379,958

 
$
12,488

 
$
1,564,946

 
Termination for good reason following a change in control
 
$

 
$
1,379,958

 
$

 
$
1,379,958

 
Change in control
 
$

 
$

 
$

 
$

 
Todd W. House
 
 
 
 
 
 
 
 
 
Termination without cause
 
$
200,000

 
$

 
$
14,135

 
$
214,135

 
Termination without cause following a change in control
 
$
200,000

 
$
3,971,059

 
$
14,135

 
$
4,185,194

 
Termination for good reason following a change in control
 
$

 
$
3,971,059

 
$

 
$
3,971,059

 
Change in control
 
$

 
$

 
$

 
$

 
______________
(1)
For Mr. Clarke, represents 150% of his then-current annual base salary and any accrued vacation. For Messrs. Dey, Coughlin, Freund and House, represents six months of their then-current annual base salary.
(2)
Under Mr. Clarke’s employment agreement he can elect to have us purchase, at fair market value, all outstanding stock options and shares of our stock, owned by him as of January 1, 2010, upon termination for good reason or without cause within 12 months after a change in control. In addition to Mr. Clarke’s rights under his employment agreement, he also has all rights and conditions as to stock and stock options granted to him under our 2010 Plan, which provides that all awards will accelerate if Mr. Clarke is terminated without cause within the two year period following a change in control or Mr. Clarke resigns for good reason during such period. Under our 2010 Plan and the stock option and restricted stock agreements with each named executive officer, all awards will accelerate if the executive is terminated without cause within the two year period following a change in control or the executive resigns for good reason during such period. The value shown above represents the value of the unvested options and restricted stock held by the named executive officers at December 31, 2016, assuming a value of $141.52 per share, the closing price of our common stock on the New York Stock Exchange on December 30, 2016, for which vesting would be accelerated. Our equity incentive award agreements, under our 2002 plan, do not provide accelerated vesting of equity awards under any circumstances.
(3)
For Mr. Clarke, represents payment of medical, dental and vision benefits for 12 months. For Messrs. Dey, Coughlin, Freund and House, represents the value of continuation of medical, dental and vision benefits for six months. 

 


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