Summary of CompensatoryArrangements with Directors and Named Executive Officers

EX-10.9 2 a05-5325_1ex10d9.htm EX-10.9

Exhibit 10.9

 

Summary of Compensatory Arrangements with Directors and Named Executive Officers

 

Director Compensation. Each director who is not an officer of the Company or is not an affiliate of a shareholder owning five percent or more of the common stock of the Company will receive the following compensation for his service as director or committee member in 2005:

 

•                  annual compensation of $10,000;

•                  $1,250 per Board meeting attended;

•                  annual compensation of $5,000 for service as a member of the Audit Committee;

•                  annual compensation of $5,000 for service as a member of the Compensation Committee;

•                  annual compensation of $5,000 for service as a member of the Nominating and Governance Committee;

•                  annual compensation of $30,000 for service as chairman of the Audit Committee;

•                  a reasonable dining allowance at the restaurants; and

•                  reasonable out-of-pocket expenses incurred in attending meetings.

 

Each director who is an employee of the Company or an affiliate of a shareholder owning five percent or more of the common stock of the Company will receive the following compensation for his service as director committee member in 2005:

 

•                  a reasonable dining allowance at the restaurants; and

•                  reasonable out-of-pocket expenses incurred in attending meetings.

 

Named Executive Officer Compensation.  The Company’s executive compensation program has several elements, all determined by individual performance and Company profitability, except for stock option grants that are intended to correlate compensation to stock price performance.

 

Base Salary Compensation

 

Base salaries for the Chief Executive Officer and the other named executive officers in 2005 have been established by reviewing a number of factors, including responsibilities, experience, demonstrated performance, potential for future contributions and the level of salaries associated with similar positions at businesses that compete with the Company and other competitive factors.  Base salary levels for named executive officers in 2005 have been determined as follows:

 

Saed Mohseni

 

$

300,000

 

Emanuel “Manny” N. Hilario

 

$

225,000

 

Douglas L. Schmick

 

$

200,000

 

William P. McCormick

 

$

200,000

 

 

Other Compensation

 

In addition to his or her base salary, each of the named executive officers is eligible to participate in the following:

 

•                  The Executive Incentive Compensation Plan, under which executive officers may earn cash bonuses based on the Company achieving pre-determined financial goals (80%  of bonus), with a focus on earnings per share targets and revenues targets, and non-financial goals (20% of bonus), including customer service and retention goals.  The board of directors has fixed the maximum bonus amounts for the named executive officers for 2005 as follows:

 

Saed Mohseni

 

$

225,000

 

Emanuel “Manny” N. Hilario

 

$

56,250

 

Douglas L. Schmick

 

$

75,000

 

William P. McCormick

 

$

75,000

 

 

•                  The 2004 Stock Incentive Plan, under which stock options or other equity compensation may be granted based on factors such as the level of base pay and individual performance.

•                  The Company’s health and benefit plans generally available to Company employees.