Attached files
| file | filename |
|---|---|
| 8-K - 8-K - DELTIC TIMBER CORP | d450101d8k.htm |
Exhibit 99.1
August 28, 2017
Mr. Byrom Walker
El Dorado, Arkansas 71730
Dear Byrom,
Pursuant to a decision by the Executive Compensation Committee of the Board of Directors of Deltic Timber Corporation, attached is the basis of remuneration should our Company experience a Change of Control* during your tenure as Interim Chief Financial Officer
Please review and advise if you have any questions.
Sincerely,
John D. Enlow
President and CEO
* Change in control shall have the same meaning as set forth in the Deltic Timber Corporation 2002 Stock Incentive Plan as amended.
A Change-in-Control (CIC) Agreement with a “double trigger” where in the event a change in control occurs and a direct report to the President and CEO who is an officer of the Company is involuntarily dismissed within two years without cause or suffers (i) a reduction in salary and potential bonus and/or (ii) a meaningful diminution in job responsibility as a consequence of such a change, he would receive the following:
| a) | One year base salary and target bonus; |
| b) | One year of health and such other welfare benefits as do not constitute nonqualified deferred compensation under Internal Revenue Code Section 409A; |
| c) | Accelerated vesting of all stock options and restricted stock; |
| d) | A lump sum payment of $20,000 to help defray the expenses of comprehensive executive outplacement services, such payment to be grossed up for all applicable federal and state taxes; |
| e) | Should any of these actions attract excise tax, they would be grossed up; |
| f) | Any cash payments made as the result of a dismissal without cause will be paid in one lump sum payment on the 15th day of the month following the month in which dismissal occurs; |
| g) | Any cash payments made as the result of a reduction in salary and potential bonus and/or a meaningful diminution in job responsibility will be paid in one lump sum payment on the 15th day of the seventh month following the month the direct report separates from service. |