Chyron Corporation Executive Retention Program Agreement (2001–2002)
Chyron Corporation established an Executive Retention Program effective from July 25, 2001, through December 31, 2002, or for one year after an executive transfers to a successor company. The program covers executives overseen by the Compensation Committee and provides a loyalty bonus, stock options, prorated annual bonuses, and enhanced severance benefits. Bonuses and options are triggered by the sale of the company, transfer to a successor, or involuntary termination. The company also covers COBRA premiums during the severance period. Specific compensation details are outlined for named executives.
Chyron Corporation
Executive Retention Program
In order to encourage executives to actively support the sale process, the Company is making the following changes to the executive compensation and benefit programs. Collectively the changes constitute the Executive Retention Program.
Participants
The participants will include the executives who are under the control of the Compensation Committee.
Effective Date
The program is effective from July 25, 2001 through December 31, 2002 or for one year from the date the participant transfers to a successor company, whichever comes first.
Loyalty Bonus
The Company will pay participants a bonus equal to 3 months base salary in accordance with Attachment A. The bonus will be payable as of (i) the date the Company is sold, or (ii) the date the participant transfers to a successor company, or (iii) the date the participant is terminated involuntarily.
Loyalty Options
The Company will grant stock options to participants in accordance with Attachment A. The options will vest 6 months from the date of the grant. Early vesting will occur as of (i) the date the Company is sold, or (ii) the date the participant transfers to a successor company, or (iii) the date the participant is terminated involuntarily.
Annual Bonus
Participants who transfer to a successor company or who are involuntarily terminated will receive the prorated portion of their actual bonus paid from the prior year.
Revised Severance Benefits
Benefits for executives will be increased in accordance with Attachment B. For participants subject to COBRA, the Company will pay COBRA premiums throughout the severance period.
Chyron Corporation | ||
Executive Retention Program - Attachment A | ||
Loyalty | Loyalty | |
Bonus ($) | Options | |
World Wide Sales & Marketing | ||
Graham Pitman | $40,560 | 60,000 |
Corporate | ||
Jim Paul | $53,750 | 60,000 |
Chyron Corporation | ||
Executive Retention Program - Attachment B | ||
Current | Proposed | |
Severance | Severance | |
World Wide Sales & Marketing | ||
Graham Pitman | 1 year | no change |
Corporate | ||
Jim Paul | per contract | * |
* per contract or 9 months, whichever is greater |