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This excerpt taken from the XIDE DEF 14A filed Jul 27, 2006. Gordon
A. Ulsh (President and Chief Executive Officer)
Mr. Ulsh serves as our President and Chief Executive
Officer pursuant to an employment agreement dated March 2,
2005. The agreement provides for Mr. Ulsh’s employment
through February 2007 (subject to earlier termination under
certain circumstances as described below). At the end of the
two-year period and each
Table of Contents
anniversary thereafter, the agreement provides that the term
will be automatically extended for one additional year unless
either party provides advance written notice of non-renewal.
Pursuant to the terms of the agreement, Mr. Ulsh will
receive annual base compensation of not less than $800,000 and a
target bonus of 100% of base salary, which may be greater if
justified by performance against goals established by the
Compensation Committee of the Board of Directors. For fiscal
2006, Mr. Ulsh is guaranteed a minimum bonus of no less
than $375,000, regardless of whether any performance goals are
satisfied. Mr. Ulsh also received a bonus of $300,000 on
the first day of his employment with the Company.
Mr. Ulsh received incentive compensation of 150,000 stock
options at a per share exercise price equal to the fair market
value of one share of common stock on the date of grant and
30,000 restricted shares, both of which are subject to the terms
and vesting schedules under the 2004 Plan.
Mr. Ulsh received inducement equity compensation of 80,000
stock options at a per share exercise price equal to the fair
market value of one share of common stock on the date of grant
and 100,000 restricted shares, both of which will vest over a
three-year period. Mr. Ulsh received, in accordance with
our relocation policy, reimbursement for all reasonable expenses
incurred in relocating himself and his family to Atlanta,
Georgia.
Severance payments for a termination of Mr. Ulsh’s
employment without cause or by Mr. Ulsh for good reason
include earned but yet unpaid base salary through the date of
termination, earned but unpaid bonus for the year prior to the
year in which the date of termination occurs and any earned but
unpaid vacation pay. Mr. Ulsh would also receive a pro-rata
share of the bonus that would have been paid had he remained
employed through the end of the fiscal year in which such
termination occurs, and a lump sum payment equal to 200% of the
sum of his annual base salary and target bonus.
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 1996, as
amended.
Mr. Ulsh’s agreement contains provisions relating to
non-competition during the term of employment, protection of our
confidential information and intellectual property, and
non-solicitation of our Company’s employees following
termination of employment.
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