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DEF 14A
GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/23/2017
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In addition, in the case of a termination by the Company other than for cause, Mr. O’Shaughnessy would be entitled to accelerated vesting of the next tranche of options that is scheduled to vest following such termination, as described above in “Compensation Disclosure and Analysis: Employment Agreements and Severance Packages.” Assuming a termination of employment as of December 31, 2016, Mr. O’Shaughnessy would be entitled to accelerated vesting of 12,876 stock options (representing a value of $0, based on their exercise price of $719.15 per share) and 3,790 stock options (representing a value of $0, based on their exercise price of $872.01 per share), subject to his signing of a release of claims in favor of the Company that has become irrevocable.

In the case of a termination by the Company other than for cause, Mr. Rosen would be entitled to (1) accelerated vesting of a pro rata portion of his outstanding and unvested stock options and restricted stock, which, assuming a termination of employment as of December 31, 2016, would result in accelerated vesting of 2,947 shares of Company restricted stock (representing a value of $1,522,951) and 2,947 shares of Cable ONE restricted stock (representing a value of $1,827,670) and (2) a severance payment of $3,500,000, payable in a lump sum on the 65th day following such termination in accordance with the terms of his employment agreement, in each case, as described above in “Executive Compensation: Employment Agreements and Severance Packages,” and subject to his signing a release of claims in favor of the Company that has become irrevocable.

Each of Messrs. Jones, O’Shaughnessy and Rosen are subject to restrictive covenants that apply following termination for any reason, as described above in “Executive Compensation: Employment Agreements and Severance Packages.”

Mr. Rosberg

In connection with Mr. Rosberg’s retirement as of May 31, 2016, Mr. Rosberg received the amounts payable under the Rosberg Individual Deferred Compensation Arrangement, as described above in “Executive Compensation: Employment Agreements and Severance Packages.” In addition, vesting of Mr. Rosberg’s 800 Company restricted shares and 800 Cable ONE restricted shares was accelerated, representing a total value of $797,634. In addition, Mr. Rosberg is subject to restrictive covenants following his retirement, as described above in “Executive Compensation: Employment Agreements and Severance Packages.”

 

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