CLARCOR Inc. Summary of Compensation for Non-Employee Directors and Named Executive Officers
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EX-10.10 2 a201210kex1010.htm EXHIBIT 10.10 2012 10K EX.10.10
Exhibit 10.10
CLARCOR Inc.
Summary of Compensation for Non-Employee Directors and Named Executive Officers
Non-Employee Director Compensation Summary
Annual Retainer
• | $40,000, payable in cash or stock at the election of each director |
• | Additional $6,500 for serving as chair of the Compensation or Directors Affairs/Corporate Governance Committees |
• | Additional $10,000 for serving as chair of the Audit Committee |
• | Committee chair compensation is payable in cash |
• | Additional $25,000 in cash for service as the Lead Director commencing in the Company's 2013 fiscal year, with a pro-rated fee payable for such service from the period of November 30, 2012 to the date of the Company's 2013 Annual Meeting |
Board and Committee Meeting Fees
$1,500 per meeting for each Board of Directors or Committee meeting attended
$1,000 per meeting for each Committee meeting attended by telephone
All meeting fees are paid in cash
Annual Stock Option Award
Each year, all non-employee directors receive options to acquire shares of the Company's stock pursuant to the Company's 2009 Incentive Plan, which was approved by the Company's shareholders on March 23, 2009. The option grant occurs on the date of each annual meeting of the Company's stockholders, and the exercise price is equal to the closing market price on such day.
Named Executive Officer Compensation Summary
Current salaries for named executive officers (rounded to nearest $1,000):
Name | Title | Salary | Shares Subject to Stock Options (#) | Restricted Stock Units (#) | Target Bonus Percentage | ||||
Christopher L. Conway | President -- Chief Executive Officer | $ | 600,000 | 100,000 | 8,000 | 85% | |||
Sam Ferrise | President -- Baldwin Filters, Inc. | $ | 390,000 | 35,000 | 3,033 | 50% | |||
David J. Fallon | Vice President - Finance & Chief Financial Officer | $ | 350,000 | 35,000 | 1,944 | 55% | |||
Richard Wolfson | Vice President - General Counsel & Corporate Secretary | $ | 300,000 | 27,500 | 2,778 | 45% | |||
David J. Lindsey | Vice President - Administration & Chief Administrative Officer | $ | 258,000 | 18,000 | 1,433 | 40% | |||
The named executive officers of the Company are eligible to receive bonuses as determined in the discretion of the Compensation Committee. Such bonuses would be paid in fiscal 2014 and would be based on the achievement by the Company of certain objective targets related to the Company's net income and economic value-added returns during fiscal year 2013.
The named executive officers may also receive stock options and restricted stock pursuant to the Company's stockholder-approved 2009 Incentive Plan as determined in the discretion of the Compensation Committee.
Additional Information
The foregoing information is summary in nature. Additional information regarding director and named executive officer compensation will be provided in the Company's Proxy Statement to be filed in connection with the Company's Annual Meeting of Stockholders expected to be held on March 26, 2013.
