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This excerpt taken from the XIDE DEF 14A filed Jul 27, 2006. Compensation
of the Chief Executive Officer
Gordon A. Ulsh, our President and Chief Executive Officer during
fiscal 2006, received annual base compensation of $800,000 and a
target bonus of 100% of base salary, which may be greater if
justified by performance against goals established by the
Committee. For fiscal 2006, Mr. Ulsh was guaranteed a
minimum bonus of no less than $375,000, regardless of whether
any performance goals were satisfied. Mr. Ulsh also
received a bonus of $300,000 payable on his first day of
employment with our company.
Mr. Ulsh received incentive compensation of 150,000 stock
options at a per share exercise price of $13.22 and 30,000
restricted shares, which are subject to the terms and vesting
schedules under the 2004 Plan. Mr. Ulsh also received
replacement equity compensation of 80,000 stock options at a per
share exercise price of $13.22 and 100,000 restricted shares,
both of which vest over a three-year period, for equity awards
forfeited from his prior employment. Mr. Ulsh was also
reimbursed for reasonable expenses incurred in connection with
relocating himself and his family to Atlanta, Georgia, which
amounted to $197,765. Mr. Ulsh was entitled to a
“gross-up
payment” if any payment is subject to an excise tax under
Section 4999 of the
Table of Contents
Internal Revenue Code of 1986, as amended, such that our company
shall pay an additional amount to Mr. Ulsh equal to the
amount of any exercise tax and any other taxes related thereto.
Increases in annual compensation to Mr. Ulsh are recommended by
the Compensation Committee to the Board of Directors. In
determining whether to grant any salary increase, the same
performance criteria that are applied to executive officers
generally are applied to Mr. Ulsh.
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