Ramani Ayer $ 3,100,000 Thomas Marra $ 1,870,000 David Zwiener $ 1,975,000 David Johnson $ 1,400,000 Neal Wolin $ 1,300,000

EX-10.1 2 y17720exv10w1.htm EX-10.1: NAMED EXECUTIVE OFFICER COMPENSATION EX-10.1
 

         
EXHIBIT 10.1
Cash Incentive Awards
On February 15, 2006, the Compensation and Personnel Committee (the “Committee”) of the Company’s Board of Directors awarded the following 2005 annual cash incentives:
         
Ramani Ayer
  $ 3,100,000  
Thomas Marra
  $ 1,870,000  
David Zwiener
  $ 1,975,000  
David Johnson
  $ 1,400,000  
Neal Wolin
  $ 1,300,000  
Base Salary
The 2006 base salary for each named executive officer, which became effective as of February 1, 2006, is set forth below:
         
Ramani Ayer
  $ 1,150,000  
Thomas Marra
  $ 990,000  
David Zwiener
  $ 990,000  
David Johnson
  $ 700,000  
Neal Wolin
  $ 700,000  
The 2005 base salary for each named executive officer, which became effective on February 1, 2005, is set forth below:
         
Ramani Ayer
  $ 1,150,000  
Thomas Marra
  $ 990,000  
David Zwiener
  $ 990,000  
David Johnson
  $ 650,000  
Neal Wolin
  $ 650,000  
Stock Options1
On February 15, 2006, options to purchase the number of shares of common stock listed below, at an exercise price of $83.00 per share (the New York Stock Exchange closing price on the date of the grant), were awarded to each named executive officer:
         
Ramani Ayer
    71,750  
Thomas Marra
    37,789  
David Zwiener
    37,789  
David Johnson
    19,731  
Neal Wolin
    15,546  
On February 17, 2005, options to purchase the number of shares of common stock listed below, at an exercise price of $71.27 per share (the New York Stock Exchange closing price on the date of the grant), were awarded to each named executive officer:
         
Ramani Ayer
    79,454  
Thomas Marra
    43,339  
David Zwiener
    43,339  
David Johnson
    21,669  
Neal Wolin
    17,335  
 
1   The stock options awarded in 2006 will vest upon the later of: (i) the date upon which the closing price of the underlying stock on the New York Stock Exchange equals or exceeds $103.75 (125% of the option exercise price) for a period of at least 10 consecutive trading days, and (ii) three years from the grant date.

 

 

Restricted Stock
No shares of restricted stock have been awarded to any named executive officers in 2006 to date.
On February 17, 2005, 12,600 and 14,000 shares of restricted stock were awarded to Messrs. Ayer and Johnson, respectively.
Restricted Stock Units2
On February 15, 2006, the named executive officers were granted restricted stock units in the amounts listed below:
         
Ramani Ayer
    24,096.386  
Thomas Marra
    12,690.763  
David Zwiener
    12,690.763  
David Johnson
    6,626.506  
Neal Wolin
    5,220.884  
On February 17, 2005, the named executive officers were granted restricted stock units in the amounts listed below:
         
Ramani Ayer
    25 ###-###-####  
Thomas Marra
    14,031.1492  
David Zwiener
    14,031.1492  
David Johnson
    7,015.5746  
Neal Wolin
    5 ###-###-####  
Performance Shares3
On February 15, 2006, the named executive officers were granted performance shares for the performance period from January 1, 2006 through December 31, 2008 in the amounts listed below:
         
Ramani Ayer
    25,520  
Thomas Marra
    13,441  
David Zwiener
    13,441  
David Johnson
    7,018  
Neal Wolin
    5,529  
On February 17, 2005, the named executive officers were granted performance shares for the performance period from January 1, 2005 through December 31, 2007 in the amounts listed below:
         
Ramani Ayer
    25,724  
Thomas Marra
    14,031  
David Zwiener
    14,031  
David Johnson
    7,016  
Neal Wolin
    5,612  
 
2   Each restricted stock unit represents a contractual right to receive one share of common stock of the Company at the end of a three year service period.
 
3   Performance shares represent shares of common stock of the Company which vest upon the Company’s achievement of one or more performance objectives over the performance period established by the Committee. The performance shares will not vest and become payable unless and until the Committee determines, following the end of the performance period, that the performance objectives have been met. Depending on the Company’s performance relative to the specific financial performance goals set for the performance period, payouts may range between zero percent and 200 percent of the number of performance shares, with a target of 100 percent.

 

 

Performance Share Award Payouts
On February 15, 2006, the Committee determined that: (i) based on the Company’s performance during the period from January 1, 2003 through December 31, 2005, the performance shares granted on February 20, 2003 should be paid-out at the maximum amount (200% of target) equal to the common stock amounts set forth below for each named executive officer, and (ii) such payouts to the named executive officers would be paid in cash at a price of $83.00 per share (the New York Stock Exchange closing price of a share of common stock on February 15, 2006):
         
Ramani Ayer
    108,376  
Thomas Marra
    74,926  
David Zwiener
    74,926  
David Johnson
    40,140  
Neal Wolin
    17,394