Golden parachute payments include cash, equity or other compensation that is paid out or vests due to a senior executive' s termination for any reason. Payments include those provided under employment agreements, severance plans , and change-in-control clauses in long-term equity plans, but not life insurance , pension bene fits, or deferred compensation earned and vested prior to termination.

"Estimated total value" includes: lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is accelerated, or a performance condition waived , due to termination.

The Board shall retain the option to seek shareholder approval at an annual meeting after material terms are agreed upon.

Generous performance-based pay can sometimes be justified but shareholder ratification of golden parachutes better aligns management pay with shareholder interests.

This proposal is relevant even if there are current golden parachute limits. A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal the rules associated with a speed limit provide consequences if the limit is exceeded. With this proposal the consequences are a non-binding shareholder vote is required for unreasonably high golden parachutes.

This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on the ability to attract executive talent or discourage the use of long-term equity pay because it places no limit on golden pa rachutes . It simply requires that extra large golden parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters.

This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting golden parachutes.

The topic of this proposal received and between 51% and 65% support at:

FedEx

Spirit AeroSystems Alaska Air

Fiserv

This proposal won 48% support at the 2023 Chemed annual meeting. It is important to remember that it takes much more Chemed shareholder conviction - based on the merits - to vote for this proposal than to simply vote according to the party line of the Chemed Board of Directors. Meanwhile the Chemed Board of Directors was busy making it more difficult for shareholders to nominate directors per EDGAR Item 5.03: htt ps://www .sec.go v/ ix?doc= /Archives/edga r/data/ 19 584/000 15627622200049 1 /che- 20221209x8k.htm