Summary of Named Executive Officer and Director Compensation Arrangements for 2004–2005

Summary

This document outlines the compensation arrangements for the named executive officers and non-employee directors of the company for 2004 and 2005. It specifies the annual base salaries and cash bonus awards for key executives, including the Chairman, Vice Chairman, and other senior officers. For non-employee directors, it details annual retainers, meeting fees, and reimbursement of expenses. Directors who are also employees do not receive additional compensation for board service. The agreement also notes a special merit payment for one executive and a change in role for another.

EX-10.18 4 y05477exv10w18.txt SUMMARY OF NAMED EXECUTIVE OFFICER COMPENSATION ARRAGEMENTS . . . Exhibit 10.18 SUMMARY OF NAMED EXECUTIVE OFFICER AND DIRECTOR COMPENSATION ARRANGEMENTS
Named Executive Officer Annual Base Salary Effective Cash Bonus Award Payable For 2004 April 1, 2005 Service Thomas B. Crowley, Jr. $817,680 $610,685 Chairman of the Board, President and Chief Executive Officer William A. Pennella $420,000 $120,000 Vice Chairman of the Board and Executive Vice President William P. Verdon $297,000 $60,000 Senior Vice President and General Counsel Albert M. Marucco $246,960(1) $27,000 Vice President and Treasurer Richard L. Swinton $192,300 $23,925 Vice President, Tax & Audit(2)
Description of Compensatory Arrangements As to Directors - -------------------------------------------------------- Effective May 1, 2005, each member of the Board of Directors of the Company who is not an employee of the Company will be entitled to: (a) an annual retainer of $40,000; (b) a fee of $900 for each Board of Directors' meeting attended in person; (c) a fee of $650 for each Board of Directors' meeting attended by conference call; and (d) a fee of $1,500 for each Board of Directors' committee meeting attended in person or by conference call. The Company also reimburses each member of the Board of Directors who is not an employee of the Company for expenses reasonably incurred in attending in person a Board of Directors' meeting or a Board of Directors' committee meeting. Directors who are also officers or employees of the Company do not receive any fees or compensation for service on the Board of Directors or of any committee thereof - -------------- (1) Mr. Marucco also is entitled to receive in September 2005 a $7,400 lump sum merit payment. (2) On January 7, 2005, Richard L. Swinton ceased to perform the functions of the Company's principal financial officer and principal accounting officer and, as a result, ceased serving as an executive officer of the Company. However, Mr. Swinton continues to serve as the Company's Vice President of Tax and Audit.