Ex-10.8 Summary of Named Executive Officer Compensation
EX-10.8 2 g05723exv10w8.htm EX-10.8 SUMMARY OF NAMED EXECUTIVE OFFICER COMPENSATION Ex-10.8
EXHIBIT 10.8
SUMMARY OF NAMED EXECUTIVE OFFICER AND NON-EMPLOYEE DIRECTOR COMPENSATION
Named Executive Officer Compensation
On January 29, 2007, after consideration of presentations and recommendations of management and independent compensation consultants, and such other matters and information as deemed appropriate, the Compensation Committee (the Committee) of the Board of Directors of the Company approved the following bonuses for 2006 and set the following salaries for 2007 for the named executive officers set forth in the table below:
Amount of | Amount of | |||||||||||
Executive Officer | Title | 2006 Bonus | 2007 Salary | |||||||||
David H. Lissy | CEO | $ | 400,000 | $ | 310,000 | |||||||
Mary Ann Tocio | President and COO | $ | 400,000 | $ | 310,000 | |||||||
Elizabeth J. Boland | CFO and Treasurer | $ | 120,000 | $ | 230,000 | |||||||
Stephen I. Dreier | CAO and Secretary | $ | 70,000 | $ | 206,400 |
Cash Incentive Plan. The Committee adopted a cash incentive plan for named executive officers for 2007 (the Bonus Plan). Pursuant to the Bonus Plan, each named executive officer is eligible for an annual target cash bonus award equal to the percentage of annual salary set forth in the table below (the Base Bonus). In addition to the Base Bonus, the Chief Executive Officer and President and Chief Operating Officer are eligible to receive up to 150% of the Base Bonus for significant overachievement of performance expectations (the Incremental Bonus), providing the Chief Executive Officer and President and Chief Operating Officer with a maximum bonus potential of up to 120% of their annual salary.
Base Bonus | Incremental Bonus | Qualitative Bonus | ||||||||||
Executive Officer | (% of 2007 Salary) | (% of 2007 Salary) | (% of total bonus) | |||||||||
David H. Lissy | 80 | % | 40 | % | +/- 20 | % | ||||||
Mary Ann Tocio | 80 | % | 40 | % | +/- 20 | % | ||||||
Elizabeth J. Boland | 60 | % | N/A | N/A | ||||||||
Stephen I. Dreier | 35 | % | N/A | N/A |
NON-EMPLOYEE DIRECTOR COMPENSATION
Annual Retainer and Equity Awards. Each non-employee director receives an Annual Board Retainer of $10,000, 50% of which is payable in cash at the quarterly rate of $1,250, and 50% of which is payable in the form of an annual grant of restricted share units as of each annual shareholder meeting date. The number of units granted to each director will be determined by dividing $5,000 by the fair market value of the Companys common stock on the trading date immediately preceding the date of the award. The units will vest immediately, but will be restricted as to conversion into shares of the Companys common stock until such time as the non-employee director completes his or her service on the Board.
In addition, non-employee Directors receive a grant of 2,000 options as of the date of each annual meeting, provided that a Director has attended at least 75% of the Board and Committee meetings that he or she was required to attend. These options vest 100% at the end of a three-year period and expire at the end of seven years.
Meeting Fees. Each non-employee director receives $2,500 for each regularly scheduled Board meeting attended in person or $1,000 for each regularly scheduled Board meeting attended by conference call, and $500 for each specially scheduled meeting attended in person or by conference call.
Each member of the Compensation Committee also receives $1,000 for each committee meeting attended in person or $500 for each committee meeting attended by conference call. Additionally, the chair of the Compensation Committee receives an annual retainer of $5,000.
Each member of the Audit Committee also receives $1,500 for each committee meeting attended in person or $750 for each committee meeting attended by conference call. Additionally, the chair of the Audit Committee receives an annual retainer of $10,000.
Each member of the Nominating and Governance Committee also receives $1,000 for each committee meeting attended in person or $500 for each committee meeting attended by conference call. Additionally, the chair of the Nominating and Governance Committee receives an annual retainer of $2,500.