EXHIBIT 10.20
COMPENSATION ARRANGEMENTS WITH CERTAIN EXECUTIVE OFFICERS
The following table sets forth the 2005 salary for the Company's
executive officers being identified by name pursuant to Item 11 and the
compensation disclosures in the Company's Proxy Statement for its 2005 Annual
Meeting of Shareholders that is incorporated by reference into such Item 11. The
table also sets forth each such officer's 2005 incentive compensation target, as
a percentage of salary, and his 2005 grant of options under the Company's 1997
Stock Incentive Plan.
2005 INCENTIVE 2005
BASE COMPENSATION OPTION
SALARY(1) TARGET(2) GRANT(3)
Alfred G. Hansen $414,000 75% 13,200
President and CEO
Don T. Scartz $268,000 50% 6,400
Executive Vice President and Chief Financial Officer
James S. Childress $222,500 45% 6,800
Vice President and General Manager, LXE
Alan L. Haase $200,000 45% --
Vice President and General Manager, S&T/Montreal
Neilson A. Mackay $258,000* 45% 3,300
Vice President and General Manager, SATCOM
*Based on current exchange rate for the Canadian dollar
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(1) As approved by the Compensation Committee of the
Board of Directors.
(2) Actual incentive compensation payment is determined
based on Company or divisional performance during 2005,
primarily with reference to actual profit before taxes
compared with targets approved by the Compensation Committee
in February 2005. For corporate officers, the determination is
weighted 100% based on corporate performance. For divisional
officers, the determination is weighted 70% based on
divisional performance and 30% based on corporate performance.
Except in unusual circumstances as determined by the
Committee, no incentive compensation is paid if actual
performance is at 80% or less of targeted performance.
Performance above target would normally result in a 2-for-1
percentage increase in incentive compensation, except that the
maximum payment based on divisional performance is 150% of
target.
(3) Granted on February 4, 2005, at an option price of
$15.54 per share. First exercisable to the extent of 25% of
the optioned shares on February 4, 2006, and with respect to
an additional 25% on each of the subsequent three
anniversaries of that date. The options expire at the end of 6
years.
Each officer participates in the Company's 401(k) and Retirement Benefit Plans
on the same terms as all other full-time employees, and the Company does not
provide a supplemental retirement plan for its executive officers.