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
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.