SUMMARY OF KEY TERMS OF COMPENSATION ARRANGEMENTS WITH MERIX CORPORATION EXECUTIVE OFFICERS

Contract Categories: Human Resources - Compensation Agreements
EX-10.1 3 dex101.htm SUMMARY OF KEY TERMS OF COMPENSATION ARRANGEMENTS Summary of Key Terms of Compensation Arrangements

Exhibit 10.1

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:

 

Name and Title

    Fiscal
2007
Salary1		    Fiscal 2007
EIP
Maximum
Cash
Incentive		     Fiscal 2007 Target Bonus Allocation  
        Net
Income		     Asian
Operations
EBITDA		    

Successful
Implementation
of ERP

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

    $ 370,000    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

    $ 230,000    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

    $ 280,000    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.