Executive Compensation Summary for CEO and CFO for 2004–2005
This document outlines the compensation arrangements for the company's President and CEO, Steven M. Rauscher, and Senior Vice President and CFO, Stephen Cohen, for 2004 and 2005. It details their base salaries, annual bonus targets as a percentage of salary, and stock option grants under the company's 2001 Incentive Plan. The options have a ten-year term, specific vesting schedules, and exercise prices based on the stock's fair market value at grant. Special provisions apply to Mr. Cohen's options upon separation from the company.
Exhibit 10.1
| Executive Officer | 2004 Incentive Bonus | 2005 Annual | 2005 | 2005 | ||||||||
| Cash | Options(1) | Base Salary(3) | ||||||||||
| Steven M. Rauscher | $ | 84,738 | 74,278 shares | 400,000 shares | $ | 420,000 | up to 60% | |||||
| Stephen Cohen | $ | 40,425 | 35,434 shares | 200,000 shares | $ | 257,500 | up to 40% | |||||
| (1) | The 2004 incentive bonus options were granted, in lieu of cash, pursuant to the Company’s 2001 Incentive Plan, have a ten year term, an exercise price of $2.73, the fair market value of the Company’s common stock on the date of grant, and vested fully upon grant. |
| (2) | The 2005 annual option grants were made pursuant to the Company’s 2001 Incentive Plan, have a ten year term, an exercise price of $2.73, the fair market value of the Company’s common stock on the date of grant, and vest quarterly over three years. The options granted to Mr. Cohen will vest immediately upon his separation from the Company and remain exercisable for two years from date of separation. |
| (3) | Effective January 1, 2005. |
