Compensation Package Term Sheet - Kenneth L. Nibling
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EX-10.19 5 h28942a4exv10w19.htm COMPENSATION PACKAGE TERM SHEET - KENNETH L. NIBLING exv10w19
Exhibit 10.19
KEN NIBLING COMPENSATION PACKAGE TERM SHEET
Base Salary — Annual | $205,000 | |||
Incentive Bonus @ Plan | $102,500(a) | E-25%, EV-50%, OA-75% | ||
Stock Options — Sign-On | 26,000 @ $23.31(b) | |||
Stock Options — Annual | #TBD(b) | multiple of 2 times base salary | ||
Restricted Stock — Sign On | 7,507 shares (c) | $175,000 / $23.31 | ||
Employee Stock Purchase | 21,450 shares(d) | $500,000 / $23.31 | ||
Car Allowance — Annual | $9,600 | |||
Normal Severance | 12 months(e) | |||
Vacation — Annual | 4 weeks(f) |
| (a) | 2005 bonus to be pro-rated based on days of service | |
| (b) | stock options vest 33 ⅓% year | |
| (c) | restricted stock vests 25% per year | |
| (d) | employee purchased stock must be held: (1) per SEC 16 regulations; and (2) prior to the company going “public”, per all in-place shareholder agreements | |
| (e) | severance is for involuntary termination “not for cause” as defined in J. Winkler’s 2005 employment agreement; severance is 12 months base salary and bonus at EV; bonus for year of termination is pro-rated at EV (or higher based on actual results); and all stock options and restricted stock vests | |
| (f) | 1 week for 2005; 4 weeks annually commencing 1.1.06 |
Effective Date | 10.3.05 | |||
/s/ Joe Winkler | /s/ Ken Nibling | |||
Approved: | Accepted: | |||
Joe Winkler | Ken Nibling | |||
10/3/05 | 10/3/05 | |||
Date | Date |
