Compensation Arrangement for Chief Executive Officer Matthew K. McCauley

Summary

This agreement outlines the compensation terms for Matthew K. McCauley as Chief Executive Officer. He will receive a base salary of $645,000, a bonus plan with a target payout increasing to 100% of base salary, health benefits, and a 401(k) with a 4% match after six months. If terminated without cause within 18 months of a change of control, he is entitled to a lump sum payment equal to three times his annual salary plus a pro-rated bonus and 18 months of benefits. Standard severance for involuntary termination is 50% of base salary, paid over 12 months.

EX-10.67 2 v16354exv10w67.htm EXHIBIT 10.67 exv10w67

EXHIBIT 10.67

KEY TERMS OF COMPENSATION ARRANGEMENT


NAME:		Matthew K. McCauley

TITLE:		Chief Executive Officer

BASE SALARY:		$645,000

BONUS PLAN:		Target payout at 85% of base salary. Effective January 17, 2006, target payout at 100% of base salary.

HEALTH BENEFITS:		Medical, dental and vision insurance.

401K:		4% match, eligible after 6 months.

MANAGEMENT CHANGE OF CONTROL PLAN:		If involuntary termination, but not for death, disability or cause, at any time within 18 months following the change of control, eligible to receive a payment equal to three times annual salary and a pro-rated bonus, in a single lump sum payment, less applicable taxes, and benefits coverage for 18 months.

MANAGEMENT SEVERANCE PLAN:		Eligible to receive a severance payment equal to 50% of gross base salary if involuntarily terminated other than for death, disability or cause, to be paid in equal monthly installments over the 12-month period.