BZC » Topics » or Payouts

This excerpt taken from the BZC DEF 14A filed Jun 16, 2006.
or Payouts
Robert L.G. White
    0       3 years  
Joseph F. Spanier
    0       3 years  
Gerald C. Harvey
    0       3 years  
(1)  Restricted stock awards are calculated based upon a cash bonus pool, which is itself based upon annual profit. The number of shares of restricted stock awarded in a given year is equal to the number of shares that could be purchased at the closing price of the Common Stock on the date of the award (no awards were made in fiscal 2006) with 10% of the cash bonus pool. The cash bonus is described under the heading “Incentive Compensation Plans,” below.
Incentive Compensation Plans. The fiscal years 2003-2006 Annual Cash Bonus and Incentive Compensation Plans (the ’03-’06 Plans”) provided for the award of cash bonuses and stock options based upon operating results. Results were measured by a wide range of goals which must be met, including goals for operating income, return on investment, individual strategic and/or operational issues, profitability, achievement of plan and annual income growth. The stock feature of the ’03-’06 Plans provided for the award of restricted stock and stock options to executive officers and other key personnel. In fiscal 2006, no shares of restricted stock were awarded, while in fiscal years 2004 and 2005, the number of shares of restricted stock awarded was equal to the number of shares that could be purchased at a price equal to the fair market value of the shares of Common Stock determinable on the date of the award. Voting and dividend rights vested immediately. Restrictions on sale lapse over three years in annual one-third increments. Shares for which restrictions have not yet expired are forfeited upon termination of employment. Stock options were awarded at an exercise price equal to the fair market value of the shares of Common Stock determinable on the date of grant. Options awarded become exercisable in annual equal installments over three years and expire ten years after grant date. During fiscal 2006 stock options, and during fiscal years 2004 and 2005, both restricted stock and stock options, were awarded pursuant to the 1999 Long Term Incentive Plan and the 2004 Long Term Incentive Plan, which plans provided mechanisms for awarding various kinds of stock based awards.
Retirement Plans. The executive officers are participants in the TransTechnology Corporation Retirement Savings Plan (the “Retirement Savings Plan”), a defined contribution plan under Section 401(k) of the Internal Revenue Code which covers employees who have been employed by the Company for more than thirty (30) days. Approximately 132 employees participated in the Retirement Savings Plan at March 31, 2006. Benefits are payable on retirement, disability, death, or other separation from service. Participants in the Retirement Savings Plan may defer receipt and taxation of up to 15% of their compensation by contributing such compensation to the Plan. The Company contributes a minimum of 3% and a maximum of 6% of employees’ compensation to the Retirement Savings Plan, depending on the level of contribution by each employee.


Table of Contents

Executive Life Insurance Plan. The Company maintains life insurance policies for its executive officers which supplement the group life policies available to all salaried employees.
Stock Options
The following table sets forth information concerning options granted during fiscal 2006 to each of the named executive officers of the Company identified in the Summary Compensation Table.
Option/SAR Grants in Fiscal 2006
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