EXHIBIT (10)b.
NON-EMPLOYEE DIRECTOR AND
NAMED EXECUTIVE OFFICER COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION SUMMARY
Effective as of the beginning of Fiscal 2007, directors who are not employees of
the Company will receive a retainer of $30,000 per year and a fee of $1,500 for
each board meeting they attend in person, $1,000 for each committee meeting they
attend in person and $750 for each meeting they attend by telephone. Each
committee chairman other than the chairman of the audit committee will receive
an additional retainer of $4,000 per year. The audit committee chairman will
receive an additional retainer of $11,500 per year. The Company also pays the
premiums for non-employee directors on $50,000 of coverage under the Company's
group term life insurance policy plus additional cash compensation to offset
taxes on their imputed income from such premiums. Directors who are full-time
Company employees do not receive any extra compensation for serving as
directors.
Pursuant to the terms of the Company's 2005 Equity Incentive Plan, the Board may
provide that all or a portion of a non-employee director's annual retainer
and/or retainer fees or other awards or compensation as determined by the Board
be payable in non-qualified stock options, restricted shares, restricted share
units and/or other stock-based awards, including unrestricted shares, either
automatically or at the option of the non-employee directors. The Board will
determine the terms and conditions of any such awards, including those that
apply upon the termination of a non-employee director's service as a member of
the Board. Non-employee directors are also eligible to receive other awards
pursuant to the terms of the 2005 Equity Incentive Plan, including options and
SARs, restricted shares and restricted share units, and other stock-based awards
upon such terms as the Company's Compensation Committee may determine; provided,
however, that with respect to awards made to members of the Compensation
Committee, the 2005 Equity Incentive Plan will be administered by the Board.
NAMED EXECUTIVE OFFICER COMPENSATION SUMMARY
Fiscal 2007 salaries for the Company's named executive officers are as follows:
Name Title Salary
- ---- ----- ------
Hal N. Pennington Chairman, President and Chief Executive Officer $ 720,000
Robert J. Dennis Executive Vice President and Chief Operating Officer 500,000
James S. Gulmi Senior Vice President and Chief Financial Officer 350,000
Jonathan D. Caplan Senior Vice President 290,000
James C. Estepa Senior Vice President 495,000
Target incentive awards for Fiscal 2007 performance for the named executive
officers pursuant to the EVA Incentive Plan are as follows:
Name Title Target Incentive
- ---- ----- ----------------
Hal N. Pennington Chairman, President and Chief Executive Officer $ 575,000
Robert J. Dennis Executive Vice President and Chief Operating Officer 350,000
James S. Gulmi Senior Vice President and Chief Financial Officer 165,000
Jonathan D. Caplan Senior Vice President 130,000
James C. Estepa Senior Vice President 300,000
The named executive officers also receive long-term incentive awards pursuant to
the Company's shareholder approved equity incentive plans.
In addition, certain of the named executive officers are eligible to receive
matching contributions to their 401(k) Plan accounts, tax preparation fees,
financial planning fees, club dues, and/or auto allowances. The Company's named
executive officers are also eligible to participate in the Company's broad-based
benefit programs generally available to its salaried employees, including
health, disability and life insurance programs and 401(k) Plan.
ADDITIONAL INFORMATION
The foregoing information is summary in nature. Additional information regarding
director and named executive officer compensation will be provided in the
Company's proxy statement to be filed in connection with the 2006 annual meeting
of shareholders.