Corporate Governance

2018 Corporate Governance & Execution Compensation Survey

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CHANGE IN CONTROL SEVERANCE ARRANGEMENTS Shearman & Sterling LLP Change in Control Arrangements | 91 Forty-eight of the Top 100 Companies provided enhanced change in control severance benefits to one or more NEOs. No Top 100 Company provides for payments solely upon a change in control without the need for a termination of employment (a "single-trigger benefit") and no Top 100 Company permits its NEOs to voluntarily resign following a change in control and receive severance benefits (a "walk-away right"). EQUITY CHANGE IN CONTROL VESTING PROVISIONS* * Data is based on the provisions applicable to the most recent equity grants. In some instances, the vesting provisions differ for older awards. Of the Top 100 Companies: CHANGE IN CONTROL SEVERANCE ARRANGEMENTS 78 14 4 4 Provide for accelerated vesting of some or all of their equity awards in connection with a change in control Make accelerated vesting discretionary Do not maintain equity change in control vesting provisions Did not provide disclosure $

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