Summary of Compensation Arrangements with Named Executive Officers and Directors (Effective March 1, 2010)
This document outlines the compensation arrangements for the company's top executives and directors as of March 1, 2010. It lists the annual salaries for the CEO, CFO, and other key executives, noting that some are also eligible for sales commissions and discretionary bonuses. Executives may participate in stock and benefit plans. Directors receive annual retainers and meeting fees, with higher retainers for Audit Committee members, and are reimbursed for meeting expenses. No written employment agreements exist; all arrangements are at-will and subject to board discretion.
Exhibit 10.16
SUMMARY OF COMPENSATION ARRANGEMENTS
WITH NAMED EXECUTIVE OFFICERS AND DIRECTORS
(EFFECTIVE MARCH 1, 2010)
Named Executive Officers
The following summarizes the current cash compensation and benefits for the Company’s Chief Executive Officer, its Chief Financial Officer and its next three most highly compensated executive officers for the fiscal year ended December 31, 2009 (the “Named Executive Officers”). The following is intended to be a summary of existing oral, at will arrangements, and in no way is intended to provide any additional rights to any of the Named Executive Officers.
None of the Company’s executive officers has a written employment agreement with the Company. The executive officers of the Company serve at the discretion of the Board of Directors. The Compensation Committee of the Board (the “Committee”) reviews and recommends to the Board the compensation that is paid to the Company’s executive officers, including the salaries of the Named Executive Officers. The salaries of the Named Executive Officers, as of March 1, 2010, are as follows:
| Name and Position | Salary | |||
| J. Boyd Douglas | $ | 550,000 | ||
| President, CEO and Director | ||||
| Darrell G. West | $ | 330,000 | ||
| Vice President – Finance and CFO | ||||
| Michael S. Jones | $ | 400,000 | ||
| Executive Vice President and COO | ||||
| Victor S. Schneider | $ | 250,000 | (1) | |
| Senior Vice President – Corporate and Business Development | ||||
| Troy D. Rosser | $ | 200,000 | (1) | |
| Vice President – Sales | ||||
| (1) | In addition to this base salary, Mr. Schneider and Mr. Rosser are eligible to receive sales commissions. Such commissions are included each year as part of these individuals’ salaries for purposes of determining their status as a Named Executive Officer. |
The Named Executive Officers are eligible to receive discretionary bonuses. The Named Executive Officers are also eligible to participate in the Company’s the 2002 Stock Option Plan and the 2005 Restricted Stock Plan, as well as the Company’s regular benefit plans and programs. All executive benefit plans and forms of agreements are filed as exhibits to the Company’s Exchange Act filings. Information regarding these plans and agreements, as well as compensation earned by the Named Executive Officers during fiscal 2009, will be included in the Company’s 2010 Proxy Statement.
Directors
Current director compensation arrangements provide that non-employee directors, other than members of the Audit Committee, will receive an annual retainer of $10,000. Each director who is a member of the Audit Committee receives an annual retainer of $15,000. Each non-employee director also receives an attendance fee of $2,000 for each regular quarterly meeting of the Board of Directors. Directors are also reimbursed for their expenses incurred in attending any meeting of directors.
