Executive Officer and Director Compensation Arrangements (2009)
This document outlines the compensation arrangements for the company's executive officers and directors as of 2009. It details annual salaries, incentive compensation based on company or segment profits, and standard benefits for executive officers. Certain executives have change of control agreements providing benefits if terminated after a change in company control. Non-employee directors receive annual retainers, with additional fees for committee roles. On March 11, 2010, all officers and directors were granted 10,000 shares of restricted stock, vesting over four years under the 2007 Stock Plan.
EXHIBIT 10.24
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 | 1.5% of consolidated pre-tax profits plus 1.5% of each product segment's pre-tax profits. | ||||
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| Hugh T. Regan, Jr. | Secretary, Treasurer and CFO | $224,422 | Discretionary | ||||
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| Daniel J. Graham | Sr. Vice President, General Manager - Mechanical Products Segment and General Manager-Electrical Products Segment | $205,712 | 2.5% of pre-tax profits of the Mechanical Products segment and 2.5% of pre-tax profits of the Electrical Products segment | ||||
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| James Pelrin | Vice President and General Manager-Thermal Products Segment | $205,358 | 2.5% of pre-tax profits of the Thermal Products segment. | ||||
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| Alyn R. Holt | Executive Chairman | $180,180 | None | ||||
Each of the foregoing officers receive our standard benefits package. Messrs. Matthiessen, Regan, Graham and Pelrin are parties to Change of Control Agreements with us that provide for the payment of certain benefits upon the executive's termination of employment following a change of control, as defined therein.
Directors who are not also our officers (each a "non-employee director") currently receive an annual retainer of $25,000 (Stuart F. Daniels, Ph.D., James J. Greed, Jr., Thomas J. Reilly, Jr., and James W. Schwartz, Esq.). Non-employee members of the Executive Committee are paid an additional annual retainer of $15,000 (Dr. Daniels and Mr. Schwartz). 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 (Mr. Reilly); the Chairman of the Compensation Committee is paid an additional annual fee of $10,000 (Dr. Daniels); the Chairman of the Intellectual Property Committee is paid an additional annual fee of $75,000 (Dr. Daniels); and the Chairman of the Nominating and Corporate Governance Committee is paid an additional annual fee of $10,000 (Dr. Daniels).
On March 11, 2010, our officers and directors each received a grant of 10,000 shares of restricted stock. These shares were issued pursuant to the Company's 2007 Stock Plan and will vest in increments of 25% annually over four years beginning March 11, 2011.
