inTEST Corporation Executive Officer and Director Compensation Arrangements (2007)
This document outlines the compensation arrangements for executive officers and directors of inTEST Corporation for 2007. Executive officers are employed at will and receive specified annual salaries, with some eligible for incentive bonuses based on company or product segment pre-tax profits. Non-employee directors receive annual retainers and additional fees for committee roles. Both officers and directors may receive restricted stock awards at the discretion of the Compensation Committee, subject to board approval. All officers receive the standard benefits package. The agreement details the amounts and conditions for these compensatory components.
EXHIBIT 10.11
COMPENSATORY ARRANGEMENTS OF EXECUTIVE OFFICERS AND DIRECTORS.
Each of our executive officers is employed on an at will basis. The current annual salaries of our executive officers are set forth in the chart below:
| Executive Officers | Title | Salary | Incentive Component | ||||
| Robert E. Matthiessen | President, CEO and Director | $317,242 | 1.0% of consolidated pre-tax profits plus 1.0% of each product segment's pre-tax profits. | ||||
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| Alyn R. Holt | Chairman | $275,600 | None | ||||
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| Daniel J. Graham | Sr. Vice President and General Manager - Manipulator/Docking Hardware Product Segment | $205,712 | 2.0% of pre-tax profits of the Manipulator and Docking Hardware product segment. | ||||
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| James Pelrin | Vice President and General Manager-Temperature Management Product Segment | $187,565 | 2.0% of pre-tax profits of the Temperature Management product segment. | ||||
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| Hugh T. Regan, Jr. | Secretary, Treasurer and CFO | $187,018 | Up to a maximum of $100,000. (1) | ||||
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| Dale E. Christman | Vice President and General Manager - Tester Interface Product Segment | $176,000 | 2.0% of pre-tax profits of the Tester Interface product segment. | ||||
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| (1) | Subject to the Company achieving consolidated pre-tax profits and the recommendation of the CEO and approval by the Compensation Committee, a majority of independent directors and the Board of Directors. | ||||||
Each of the foregoing officers receive the Corporation's standard benefits package.
For 2007, Directors who are not also officers of the Corporation (each a "non-employee director") will receive an annual retainer of $25,000. Members of the Executive Committee are paid an additional annual retainer of $15,000. The chairmen of the committees of the Board are paid an additional annual fee as follows: the Chairman of the Audit Committee is paid an additional annual fee of $15,000; the Chairman of the Compensation Committee is paid an additional annual fee of $10,000; the Chairman of the IP Committee is paid an additional annual fee of $75,000; and the Chairman of the Nominating and Corporate Governance Committee is paid an additional annual fee of $10,000.
In addition, Directors and Officers are also eligible for awards of stock options or shares of restricted stock pursuant to the inTEST Corporation Amended and Restated 1997 Stock Plan, however, such awards are made at the discretion of the Compensation Committee subject to the further recommendation of a majority of the independent directors and approval of the Board of Directors. On March 6, 2007, awards of restricted stock were made as follows:
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| Robert E. Matthiessen | 10,000 |
| Stuart F. Daniels | 10,000 |
| Hugh T. Regan, Jr. | 10,000 |
| James J. Greed, Jr. | 10,000 |
| Daniel J. Graham | 9,000 |
| James W. Schwartz | 10,000 |
| James Pelrin | 9,000 |
| Thomas J. Reilly, Jr. | 10,000 |
| Dale E. Christman | 9,000 |
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