SUMMARY OF KEY TERMS OF COMPENSATION ARRANGEMENTS WITH MERIX CORPORATION EXECUTIVE OFFICERS
Exhibit 10.53
SUMMARY OF KEY TERMS OF COMPENSATION ARRANGEMENTS WITH MERIX
CORPORATION EXECUTIVE OFFICERS
Merix executive officers each receive an annual salary, which they may defer into a nonqualified deferred compensation plan. The executive officers are also eligible for a cash incentive under the Merix Executive Incentive Plan (EIP) and for equity incentives under our 2006 Equity Incentive Plan. Awards under the EIP are determined as a percentage of base salary. In addition, Merix executives may receive cash bonuses on hiring and at other times at the discretion of Merix Human Resources and Compensation Committee. Merix has entered into written severance agreements with its named executive officers pursuant to which they will receive severance benefits in the event their employment terminates other than for cause or as a result of death or disability and additional severance benefits in the event their employment terminates within 24 months following a change in control of Merix. Merix executives participate in Merix 401(k) plan and other employee benefits plans on the same basis as other employees. Merix makes annual matching contributions to Merix 401(k) Plan and pays Group Term Life Insurance premiums for each of its executive officers on the same basis as for all regular employees of Merix who satisfy minimum eligibility requirements. In addition, Merix executive officers are eligible to participate in Merix health and welfare and other employee benefit plans that are available on the same basis to all regular employees of Merix who satisfy minimum eligibility requirements.
Key elements of executive compensation for fiscal year ended May 26, 2007 are:
Fiscal 2007 Target Bonus Allocation | |||||||||||||||||||||
Name and Title | Fiscal 2007 Salary1 | Fiscal 2007 EIP Maximum Cash Incentive | Net Income | Asian Operations EBITDA | Successful System | Revenue | Free Cash Flow | ||||||||||||||
Michael D. Burger President and Chief Executive Officer | $ | 600,000 | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||
Mark R. Hollinger Former President and Chief Executive Officer | $ | 290,000 | 100 | % | 30 | % | 25 | % | 25 | % | 10 | % | 10 | % | |||||||
William C. McCormick Interim President and Chief Executive Officer | $ | 252,000 | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||
Thomas R. Ingham Executive Vice President, Global Sales and Marketing | $ | 215,000 | 60 | % | 18 | % | 15 | % | 15 | % | 6 | % | 6 | % | |||||||
Kelly E. Lang Executive Vice President, Finance and Chief Financial Officer | $ | 265,000 | 60 | % | 18 | % | 15 | % | 15 | % | 6 | % | 6 | % | |||||||
Linda V. Moore Executive Vice President of Global HR, General Counsel and Secretary | $ | 235,000 | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||
Daniel T. Olson CEO, Merix Asia2 | $ | 300,000 | 70 | % | 21 | % | 7 | % | 7 | % | 17.5 | % | 17.5 | % | |||||||
Chris L. Remy Executive Vice President of Global Supply Chain & IT | $ | 240,000 | 60 | % | 18 | % | 15 | % | 15 | % | 6 | % | 6 | % | |||||||
R. Steven Robinson Executive Vice President, Global Operations | $ | 325,000 | 100 | % | 30 | % | 25 | % | 25 | % | 10 | % | 10 | % |
1 | Amounts shown represent annual salary rates as in effect as of the end of fiscal 2007 and do not necessarily reflect amounts actually paid in fiscal 2007. The proxy statement for Merix 2007 Annual Meeting of Shareholders includes information about compensation paid in 2007 to Merix named executive officers, as such term is defined in Item 402(a)(3) of Regulation S-K. |
2 | Mr. Olson resigned effective June 30, 2007. |