Change in Chief Executive Officer Compensation Arrangement for Dennis R. Glass
This document outlines changes to the compensation package for Dennis R. Glass following his promotion to Chief Executive Officer. The Compensation Committee approved an increase in his base salary, a higher target annual incentive award, additional long-term incentive compensation in the form of stock options and restricted shares, and a special promotion award of stock options. These awards are subject to vesting over three years and are governed by the company's existing incentive compensation plan and related agreements.
EXHIBIT 10.2
Change in Chief Executive Officer Compensation
As a result of Dennis R. Glass’s promotion to Chief Executive Officer, the Compensation Committee of our Board of Directors approved:
| • | an increase in his base salary from $900,000 to $1,000,000; |
| • | an increase in his target award for 2007 under the annual incentive program (“AIP”) from $1,102,500 to $1,551,250 pursuant to previously disclosed performance measures; |
| • | additional long-term incentive compensation in the form of options to purchase 43,554 shares of our common stock at an exercise price of $60.76 and 8,339 restricted shares of common stock; and |
| • | a special promotion award of options to purchase 174,216 shares of our common stock at an exercise price of $60.76. |
All of the awards were granted under our Amended and Restated Incentive Compensation Plan pursuant to award agreements not materially different from those previously filed with the SEC and, subject to the terms of the award, will vest equally over three years beginning on the first anniversary of the grant date. The AIP award can vary from 0 to 200% of target.
