Compensatory Arrangements for Board Members and Executive Officers of CompuDyne Corporation

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation structure for CompuDyne Corporation's non-employee board members and certain executive officers. Board members receive an annual retainer, additional fees for audit committee service, and stock option grants that vest over two and three years. Named executive officers are employed at will, receive specified annual base salaries for fiscal year 2005, and are eligible for bonuses and benefits under company policies. Salaries may be adjusted according to company compensation policies.

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EX-10.3 2 a4854122ex103.txt EXHIBIT 10.3 EXHIBIT 10.3 COMPENSATORY ARRANGEMENTS Compensatory Arrangement with the Board of Directors - ----------------------------------------------------- Effective May 27, 2004, non-employee board members receive an annual retainer of $16,000 paid in quarterly increments. Audit committee members receive an additional $6,500 and the Chairman of the Audit Committee receives $9,000 in addition to his audit committee compensation. Each director receives a grant of 10,000 CompuDyne (CDCY) non-qualified stock options upon his or her initial election as a director, 5,000 of which vest after two years and the remaining 5,000 vest after three years. An annual grant of 10,000 CompuDyne (CDCY) non-qualified stock options is granted to each Director thereafter; 5,000 of the options vest after two years and the remaining 5,000 vest after three years. The grant price of the options is equal to the fair market value of the common stock on the date of grant. Compensatory Arrangements with Certain Named Executive Officers - ---------------------------------------------------------------- The following named executive officers of the Registrant (as of the Registrant's 2004 Proxy Statement) do not have employment agreements with the Registrant and, accordingly, their employment with the Registrant is "at will." For the Registrant's 2005 fiscal year, the current annual base salary for each named executive below is the following:
Name and Title Fiscal 2005 Salary -------------- ------------------ Martin A. Roenigk, Chairman, President and Chief Executive Officer $ 275,000 Geoffrey F. Feidelberg, Chief Financial Officer and Treasurer $ 275,000 Maurice Boukelif, Chief Operating Officer $ 230,000 Philip M. Blackmon, President of Quanta Systems, Inc. $ 140,000 William C. Rock, V.P. Accounting, Corporate Controller and Secretary $ 143,000 Gary Mangus, President of Institutional Security Systems $ 180,000 Bradley Wiggins, President of Attack Protection $ 200,000
The annual base salaries are subject to adjustment pursuant to the Registrant's employee compensation policies in effect from time to time. Each executive officer is eligible to receive a bonus and other employee benefits pursuant to the Registrant's employee benefit plans.