Compensation Arrangements for the Named Executive Officers
EXHIBIT 10.16
Compensation Arrangements for the Named Executive Officers
Set forth below is a summary of the compensation paid, or that may be paid, by Elizabeth Arden, Inc. (the Company) to its named executive officers (defined in Regulation S-K Item 402(a)(3) (the Named Executives)) in their current positions as of the date of filing of the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2005 (the Form 10-K). All of the Companys executive officers are at-will employees whose compensation and employment status may be changed at any time in the discretion of the Companys Board of Directors (the Board), subject only to the terms of the Severance and Change in Control Arrangement for Senior Executives described below.
Base Salary
Effective April 1, 2005, the Named Executives are scheduled to receive the following annual base salaries in their current positions:
Named Executive | Position | Salary($) | |||
E. Scott Beattie | Chairman of the Board and Chief Executive Officer | 700,000 | |||
Paul West | President and Chief Operating Officer | 475,000 | |||
Stephen J. Smith | Executive Vice President and Chief Financial Officer | 350,000 | |||
Ronald Rolleston | Executive Vice President, Global Marketing | 320,000 | |||
Jacobus A.J. Steffens | Executive Vice President, General Manager - International | 402,761 | * |
* | Reflects an exchange rate of 1.26 Swiss Francs to 1 U.S. Dollar. |
Annual Management Bonus Program and Long-Term Incentive Plans
Cash Bonuses
The Named Executives are eligible to participate in two cash bonus plans: (i) the Companys 2005 Performance Bonus Plan (the Performance Plan), and (ii) the 2005 Management Bonus Plan (the Management Plan), on the basis of performance goals established for them under the applicable plan and to ensure that cash bonus payments (Bonus) are in accordance with the arrangements established by the Compensation Committee.
Cash bonus awards under the Performance Plan are based on achievement of various key performance indicators or business criteria or completion of certain projects that benefit the Company and apply to the individual participant or the participants business unit (the Individual Criteria) and may be a single goal or a range with a minimum goal up to a maximum goal, with corresponding increases in the bonus up the maximum award set by the Compensation Committee of the Board (the Compensation Committee).
Cash bonus awards under the Management Plan are based on business criteria established by the Compensation Committee that apply generally to the Company as a whole (the Company Criteria), may be a single goal or a range with a minimum goal up to a maximum goal, with corresponding increases in the Bonus up to the maximum award set by the Compensation Committee and are established within 90 days of the beginning of the period of service to which
the Bonus relates. The Management Plan will be subject to shareholders approval at the Companys annual shareholders meeting on November 16, 2005. If approved, cash bonuses paid under the Management Plan will be exempt from the limitations of Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code). For bonus awards under the Management Plan relating to Company performance for the fiscal year ending June 30, 2006, the Compensation Committee established EBITDA (defined as the Companys net income plus the provision for income taxes (or net loss less the benefit from income taxes), plus interest expense, plus depreciation and amortization expense) and earnings per share targets (absent one-time or extraordinary charges) as the Company Criteria.
Cash bonus payments under the Performance Plan are based on the Named Executives par bonus percentage listed below and achievement of the Individual Criteria established for the specific individual under the plan. During the fiscal year ended June 30, 2006, neither Mr. Beattie nor Mr. West will be eligible for bonuses under the Performance Plan as all bonuses for them will be based on the Company Criteria under the Management Plan.
The following table sets forth the par bonus percentages for the Named Executives under the Bonus Program:
Named Executive | Position | Percentage of Base Salary Payable if Threshold Level(1) is Achieved(2) | Percentage of Base Salary Payable if Goal Level is Achieved(2) | Percentage of Base Salary Payable if Superior Level(3) is Achieved(2) | |||||||
E. Scott Beattie | Chairman of the Board and Chief Executive Officer | 42.5 | % | 85 | % | 170 | % | ||||
Paul West | President and Chief Operating Officer | 32.5 | % | 65 | % | 130 | % | ||||
Stephen J. Smith | Executive Vice President and Chief Financial Officer | 25 | % | 50 | % | 100 | % | ||||
Ronald Rolleston | Executive Vice President, Global Marketing | 25 | % | 50 | % | 100 | % | ||||
Jacobus A.J. Steffens | Executive Vice President, General Manager - International | 25 | % | 50 | % | 100 | % |
(1) | For the fiscal year ended June 30, 2006, the Threshold Level is set at $5,000,000 less than the Goal Level EBITDA target. |
(2) | The overall bonus payout also may be increased by 10% if the Companys annual earnings per share target is achieved or decreased by 10% if such target is not achieved. Also, if EBITDA falls between any specified level or exceeds the Superior Level, the bonus percentage will be determined by interpolation (in $500,000 EBITDA increments), provided that no Bonus under the Performance Plan and the Management Plan in the aggregate can exceed two times base salary, but in no event more than $3,000,000. |
(3) | For the fiscal year ended June 30, 2006, the Superior Level is set at $5,000,000 more than the Goal Level EBITDA target. |
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Long Term Incentive Plans
The Named Executives participate in the Companys long-term incentive program (the LTI Program), which currently involves the award of stock options, performance-based restricted stock and market-based restricted stock as determined by the Compensation Committee pursuant to the Companys 2004 Stock Incentive Plan (filed as Annex E as part of the Companys Proxy Statement dated May 14, 2004). Under the LTI Program, target annual long-term incentives (LTI), as a percent of salary, for the following Named Executives for fiscal 2005 are as set forth in the following table:
Named Executive | Position | Target LTI % | |||
E. Scott Beattie | Chairman of the Board and Chief Executive Officer | 225 | % | ||
Paul West | President and Chief Operating Officer | 165 | % | ||
Stephen J. Smith | Executive Vice President and Chief Financial Officer | 100 | % | ||
Ronald Rolleston | Executive Vice President, Global Marketing | 100 | % | ||
Jacobus A.J. Steffens | Executive Vice President, General Manager - International | 100 | % |
While the allocation of the LTI components fluctuate from time-to-time, LTI is planned to be allocated to the Named Executives one-third to stock options, one-third to performance-based restricted stock and one-third to market-based restricted stock based on a value of the equity awards as determined by the Compensation Committee. Actual LTI grants may vary from the target LTI percentages based on the Compensation Committees assessment of the Named Executives job responsibilities, individual performance and market conditions.
On August 10, 2005, in recognition of corporate performance for the year ended June 30, 2005, the Company awarded shares of performance-based accelerated restricted stock (PBRS) as set forth below to the Named Executives. One third of the PBRS vest in two years from the date of award and remaining two thirds vest in three years from the date of grant if the Company achieves a 10% cumulative annualized increase in earnings per diluted share over the relevant measurement periods.
Named Executive | Position | PBRS Awarded | ||
E. Scott Beattie | Chairman of the Board and Chief Executive Officer | 29,800 | ||
Paul West | President and Chief Operating Officer | 14,800 | ||
Stephen J. Smith | Executive Vice President and Chief Financial Officer | 6,800 | ||
Ronald Rolleston | Executive Vice President, Global Marketing | 6,800 | ||
Jacobus A.J. Steffens | Executive Vice President, General Manager - International | 5,700 |
On August 10, 2005, in recognition of corporate performance for the year ended June 30, 2005, the Company granted stock options for shares of the Companys common stock to the Named Executives as set forth below. The stock options vest over three years in equal thirds on
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the anniversary date of the grants and the exercise price of the stock options is the fair market value of the common stock on the date of grant.
Named Executive | Position | Options Awarded | ||
E. Scott Beattie | Chairman of the Board and Chief Executive Officer | 65,600 | ||
Paul West | President and Chief Operating Officer | 32,600 | ||
Stephen J. Smith | Executive Vice President and Chief Financial Officer | 15,000 | ||
Ronald Rolleston | Executive Vice President, Global Marketing | 15,000 | ||
Jacobus A.J. Steffens | Executive Vice President, General Manager - International | 12,500 |
On March 22, 2005, the Company granted shares of market-based accelerated restricted stock (MBRS) to the Named Executives as set forth below consistent with the terms of the performance accelerated restricted stock (PARS) which vested on March 22, 2005. The MBRS will only vest if the Companys total shareholder return surpasses the total shareholder return of the Russell 2000 Index over a three, four, five or six-year period from the date of grant, in which case the MBRS will vest at that time.
Named Executive | Position | MBRS Awarded | ||
E. Scott Beattie | Chairman of the Board and Chief Executive Officer | 108,800 | ||
Paul West | President and Chief Operating Officer | 54,000 | ||
Stephen J. Smith | Executive Vice President and Chief Financial Officer | 18,000 | ||
Ronald Rolleston | Executive Vice President, Global Marketing | 24,000 | ||
Jacobus A.J. Steffens | Executive Vice President, General Manager - International | 24,000 |
Benefit Plans and Other Arrangements
In their current positions, the Named Executives, with the exception of Mr. Steffens who is based in Geneva, Switzerland, are eligible to:
| Participate in the Companys broad-based benefit programs generally available to its salaried employees, including health, disability and life insurance programs, qualified 401(k) plans and (other than with respect to the Companys Chief Executive Officer) purchase shares of the Companys common stock at a discount pursuant to the Amended 2002 Employee Stock Purchase Plan (the ESPP) (filed as Exhibit 10.4 to the Companys 10-Q for the quarter ended April 26, 2003). |
| Receive awards of restricted stock equal to 3% of the Named Executives cash compensation (i.e. salary and cash bonus earned during a twelve month period), which vest one year from the date of grant which is made available to all participants of the United States and Puerto Rico based short-term incentive program. |
| Receive certain perquisites offered by the Company to executives, including an automobile allowance, tax preparation services and (excluding Mr. Smith) participate in an executive disability program. |
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Mr. Steffens is eligible to participate in the Companys broad-based benefit programs generally available to all salaried employees in Geneva, Switzerland, including health, disability, life and other insurance programs, a lunch allowance program, a pension plan and purchase shares of the Companys common stock at a discount under the ESPP. In addition, the Company pays pre-university education expenses for Mr. Steffens children as long as he is employed by the Company.
Severance and Change in Control Arrangements
In addition to the benefit plans and other arrangements listed above, each of our Named Executives is entitled to benefits under a severance and change in control arrangement. Under the arrangement, the Named Executive receives severance benefits, based on his or her position and responsibility, in the event the executives employment is terminated without cause and is not the result of a resignation or death. Currently, the severance benefit for the Named Executives is as follows: (a) Mr. Beattie, 24 months of base salary; (b) Mr. West, 18 months of base salary; (c) Mr. Smith, 24 months of base salary plus preceding years bonus; (d) Mr. Rolleston, 12 months of base salary; and (e) Mr. Steffens, 12 months of base salary and par bonus.
Under the change in control arrangement, a severance benefit is paid based on a base amount in the event there is an actual or constructive termination of employment (e.g., decrease in pay or job responsibility) following a change in control, except as noted below. Base amount is the average base salary plus average cash bonus the executive has received over the most recent five-year period. The monthly base amount is the base amount divided by twelve. Currently, the severance benefit due to a change in control for the Named Executives is as follows: (a) Mr. Beattie, 35.88 months of monthly base amount; (b) Mr. West, 24 months of monthly base amount; (c) Mr. Smith, 24 months of base salary plus preceding years bonus; (d) Mr. Rolleston, 18 months of monthly base amount; and (e) Mr. Steffens, 12 months of base salary and par bonus.
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