Executive Officer and Director Compensation Arrangements for Fiscal Year Ending December 31, 2008
This document outlines the compensation arrangements for the executive officers and directors of the company as of December 31, 2008. Executive officers are employed at will and receive specified annual salaries, with some eligible for incentive payments based on company or segment profits. Directors who are not employees receive annual retainers and additional fees for committee roles. Certain executives have agreements providing benefits if their employment ends after a change of control. All executives receive the standard benefits package.
EXHIBIT 10.20
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 | $202,242 | 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 | $24,000 | None | ||||
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| Hugh T. Regan, Jr. | Secretary, Treasurer and CFO | $143,069 | Discretionary | ||||
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| Daniel J. Graham | Sr. Vice President and General Manager - Mechanical Products Segment | $131,141 | 2.0% of pre-tax profits of the Mechanical Products segment. | ||||
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| James Pelrin | Vice President and General Manager-Thermal Products Segment | $157,968 | 2.0% of pre-tax profits of the Thermal Products segment. | ||||
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 $14,344. Members of the Executive Committee are paid an additional annual retainer of $8,606. 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 $8,606; the Chairman of the Compensation Committee is paid an additional annual fee of $5,738; the Chairman of the IP Committee is paid an additional annual fee of $22,950; and the Chairman of the Nominating and Corporate Governance Committee is paid an additional annual fee of $5,738.
