INFORMATION CONCERNING EXECUTIVE COMPENSATION
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EX-10.(T) 3 dex10t.htm SUMMARY DESCRIPTION OF THE COMPENSATION FOR THE EXECUTIVE OFFICERS Summary description of the compensation for the Executive Officers
Exhibit 10(t)
INFORMATION CONCERNING EXECUTIVE COMPENSATION
The following table presents details of compensation information previously discussed within the Compensation Discussion and Analysis for the Principal Executive Officer, the Principal Financial Officer and the three other most highly compensated executive officers, based on total compensation in 2010, 2009 and 2008:
Summary Compensation Table
| Year | Salary | Bonus | Stock Awards (5) | Option Awards (6) | Non-equity Incentive Plan Comp. (7) | Change in Pension Value and Nonqualified Deferred Comp. Earnings (8) | All Other Comp. (9) | Total | ||||||||||||||||||||||||||||
| Jai P. Nagarkatti | 2010 | $ | 809,711 | — | $ | 1,397,633 | $ | 1,043,735 | $ | 1,052,700 | $ | 79,650 | $ | 230,177 | $ | 4,613,606 | ||||||||||||||||||||
| 2009 | 750,000 | — | 967,000 | 678,750 | 384,000 | 214,864 | 202,168 | 3,196,782 | ||||||||||||||||||||||||||||
| 2008 | 750,000 | — | 1,144,800 | 1,098,000 | 356,625 | 79,672 | 196,171 | 3,625,268 | ||||||||||||||||||||||||||||
| Rakesh Sachdev | 2010 | $ | 488,846 | 250,000 | (4) | $ | 564,700 | $ | 421,686 | $ | 443,352 | $ | 7,978 | 99,253 | $ | 2,275,815 | ||||||||||||||||||||
| 2009 | 475,000 | 250,000 | (4) | 508,642 | 348,878 | 197,600 | 6,492 | 130,678 | 1,917,290 | |||||||||||||||||||||||||||
| 2008 | 59,375 | — | 499,975 | 499,994 | — | 932 | 2,077 | 1,062,352 | ||||||||||||||||||||||||||||
| Kirk A. Richter | 2010 | $ | 239,615 | — | $ | 129,881 | $ | 98,640 | $ | 133,632 | $ | 79,950 | 40,464 | 722,182 | ||||||||||||||||||||||
| 2009 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||||
| 2008 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||||
| Franklin D. Wicks | 2010 | $ | 359,231 | — | $ | 367,055 | $ | 295,920 | $ | 283,608 | $ | 75,394 | 53,566 | 1,434,774 | ||||||||||||||||||||||
| 2009 | 350,000 | — | 355,856 | 166,520 | 137,130 | 207,932 | 57,381 | 1,274,819 | ||||||||||||||||||||||||||||
| 2008 | 350,000 | — | 286,200 | 269,376 | 122,045 | 45,489 | 44,774 | 1,117,884 | ||||||||||||||||||||||||||||
| Gilles A. Cottier | 2010 | $ | 309,231 | — | $ | 367,055 | $ | 295,920 | $ | 292,950 | $ | 26,748 | 52,920 | 1,344,824 | ||||||||||||||||||||||
| 2009 | 300,000 | — | 305,572 | 166,520 | 122,400 | 23,529 | 53,878 | 971,899 | ||||||||||||||||||||||||||||
| 2008 | 300,000 | — | 286,200 | 293,524 | 104,610 | 15,219 | 41,191 | 1,040,744 | ||||||||||||||||||||||||||||
| David A. Smoller | 2010 | $ | 297,692 | — | $ | 367,055 | $ | 295,920 | $ | 190,080 | $ | 13,929 | 51,120 | 1,215,796 | ||||||||||||||||||||||
| 2009 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||||
| 2008 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||||
| (1) | Dr. Nagarkatti served as President, CEO & Chairman until his death on November 13, 2010. |
| (2) | Mr. Sachdev served as Chief Financial Officer, Chief Administrative Officer and Senior Vice President of the International business until he was appointed President and CEO effective November 14, 2010. |
| (3) | Mr. Richter served as Vice President and Treasurer until he was named to the additional position of Interim Chief Financial Officer on November 15, 2010. |
| (4) | Mr. Sachdev joined the Company on November 17, 2008. Pursuant to his offer letter, in order to offset the loss of equity compensation forfeited from his prior employer, Mr. Sachdev received cash payments in the amount of $250,000 on each of the first and second anniversaries of his employment. |
| (5) | Amounts listed represent the value of performance awards as of the grant date in each year, based on the targeted value (100%). Pursuant to the terms of the Long-Term Incentive Plan (LTIP), Dr. Nagarkatti’s performance awards granted in 2008, 2009 and 2010 were pro-rated based upon his service during each performance period and paid to his beneficiary in December 2010 at 100% of target value. For all others, the maximum value achievable is 150% of the targeted value. The performance awards at the maximum value achievable for Mr. Sachdev are $847,050, $762,963, $749,963 for 2010, 2009, 2008, respectively. The performance award at the maximum value achievable for Mr. Richter is $194,822 for 2010. The performance awards at the maximum value achievable for Dr. Wicks are $550,583, $533,784, $429,300 for 2010, 2009, 2008, respectively. The performance awards at the maximum value achievable for Mr. Cottier are $550,583, $458,358, $429,300 for 2010, 2009, 2008, respectively. The performance awards at the maximum value achievable for Dr. Smoller is $550,583 for 2010. Assumptions used in the calculation of these targeted amounts are included in Note 12 “Common Stock” to our consolidated financial statements for 2010 included in Item 8 of Part II of Form 10-K filed with the SEC on February 9, 2011. The performance shares were granted pursuant to our 2003 Long Term Incentive Plan. Dividends are not paid on these performance shares. The ultimate number of shares awarded pursuant to these grants will depend upon our performance over the three-year periods ending December 31, 2010, 2011, 2012. Shares will be awarded in 2011, 2012, 2013 after the results for the performance periods have been determined. |
| (6) | Represents the value of option awards at grant date, based on the assumptions used in calculating the value of an option in Financial Accounting Standards Board Topic 718 Compensation - Stock Compensation. Assumptions used in the calculation of these amounts are included in Note 12 “Common Stock” to our consolidated financial statements for 2010 included in Item 8 of Part II of Form 10-K filed with the SEC on February 9, 2011. |
| (7) | This column represents annual cash bonus awards paid under Sigma-Aldrich Corporation Cash Bonus Plan. Amounts are earned and accrued during the fiscal years indicated and are paid subsequent to the end of the fiscal year pursuant to our cash bonus plan, discussed under in the “Compensation Discussion & Analysis” of the 2011 Proxy Statement. The amount shown for Dr. Nagarkatti was based on actual results of the Company in 2010, pro-rated by 11/12ths based on his service during the performance period. |
| (8) | Amounts represent the change in the present value of accrued benefits under our defined benefit cash pension plan, discussed under the caption “Retirement Security Value Plan (Pension Plan)” of the 2011 Proxy Statement from December 31, 2009 to December 31, 2010. Effective with the 2008 calendar year, the Company was required to change the plan’s measurement date used for financial reporting purposes from November 30 to December 31. The change in pension values shown for 2008 is the change for the calendar year, rather than for the thirteen months elapsed since the previous plan measurement date. There are no above-market or preferential investment earnings on nonqualified deferred compensation arrangements for any of our named executive officers or any other employees. |
| (9) | Components of this column are described within the “All Other Compensation” of the 2011 Proxy Statement. |
Exhibit 10(t) (continued)
The components of all other compensation for 2010 are as follows:
ALL OTHER COMPENSATION
| Name | Year | 401(k) Retirement Savings Plan | Supplemental Retirement Plan | Relocation Payments | Personal Use of Company Vehicle /Car Allowance | Total | ||||||||||||||||
| Jai P. Nagarkatti | 2010 | $ | 9,420 | $ | 215,000 | $ | 5,757 | $ | 230,177 | |||||||||||||
| Rakesh Sachdev | 2010 | 9,420 | 36,000 | $ | 35,833 | 18,000 | 99,253 | |||||||||||||||
| Kirk Richter | 2010 | 8,364 | 14,100 | 18,000 | 40,464 | |||||||||||||||||
| Franklin D. Wicks | 2010 | 7,066 | 28,500 | 18,000 | 53,566 | |||||||||||||||||
| Gilles A. Cottier | 2010 | 9,420 | 25,500 | 18,000 | 52,920 | |||||||||||||||||
| David Smoller | 2010 | 9,420 | 23,700 | 18,000 | 51,120 | |||||||||||||||||
