CLARCOR Inc. Summary of Compensation for Non-Employee Directors and Named Executive Officers
EX-10.10 2 a201610kex1010.htm EXHIBIT 10.10 Exhibit
Exhibit 10.10
CLARCOR Inc.
Summary of Compensation for Non-Employee Directors and Named Executive Officers
On December 1, 2016, CLARCOR Inc. (the “Company”), Parker-Hannifin Corporation (“Parker”), and Parker Eagle Corporation, a wholly owned subsidiary of Parker (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”) effective as of the effective time of the Merger (the “Effective Time”). Upon consummation of the Merger, Merger Sub would cease to exist, and the Company would survive as a wholly owned subsidiary of Parker. Upon completion of the Merger, the Company's common stock will no longer be publicly traded and will be delisted from the New York Stock Exchange.
Non-Employee Director Compensation Summary
Annual Retainer
• | $70,000, payable in cash or stock at the election of the director, for any director who is not a member of the Audit Committee, and $75,000 for Audit Committee members |
• | Additional $7,500 (cash only) for serving as chair of the Director Affairs/Corporate Governance Committee |
• | Additional $10,000 (cash only) for serving as chair of the Compensation Committee |
• | Additional $15,000 (cash only) for serving as chair of the Audit Committee |
• | Additional $25,000 (cash only) for serving as Lead Director |
Annual Stock Award
During fiscal 2016, non-employee directors each received shares of common stock of the Company having an aggregate grant-date fair market value of approximately $110,000 (rounded up to avoid issuance of fractional shares). The shares were awarded pursuant to the Company’s 2014 Incentive Plan.
Executive Officer Compensation Summary
Current salaries, equity awards and target bonus percentage for fiscal 2017 for executive officers:
Name | Title | Salary | Restricted Stock Units (#) | Target Bonus Percentage | ||
Christopher L. Conway | Chairman of the Board, President and Chief Executive Officer | $ | 824,000 | 28,984 | 100% | |
David J. Fallon | Vice President - Finance & Chief Financial Officer | $ | 427,450 | 9,029 | 65% | |
David J. Lindsay | Vice President - Administration & Chief Administrative Officer | $ | 298,700 | 4,482 | 45% | |
Jacob Thomas | President - CLARCOR Engine/Mobile Filtration Group | $ | 381,100 | 5,794 | 55% | |
Keith A. White | President - CLARCOR Industrial Air Group | $ | 330,630 | 3,481 | 55% | |
Richard M. Wolfson | Vice President - General Counsel & Corporate Secretary | $ | 350,200 | 6,384 | 50% | |
The RSU awards were made pursuant to the Company’s 2014 Incentive Plan and are subject to a four-year vesting schedule; provided, that, in the event the Merger is consummated, each award will vest as follows: (i) if the Effective Time occurs on or after December 19, 2017, the award will fully vest as of immediately prior to the Effective Time; or (ii) if the Effective Time occurs prior to December 19, 2017, a pro rata portion of the award will vest as of immediately prior to the Effective Time based
on the number of months between December 19, 2016 and the effective time, but in no event will less than 7/12th of such award vest immediately prior to the Effective Time.
Additional Information
The foregoing information is summary in nature. The Company expects to provide additional information regarding director and executive officer compensation in an amendment to the Company’s Form 10-K for the fiscal year ended December 3, 2016 to be filed with the Securities and Exchange Commission within 120 days of December 2, 2016.
