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This excerpt taken from the XIDE DEF 14A filed Jul 24, 2009. Post-Termination
Compensation
401(k)
Plan
The Company maintains an employee funded 401(k) plan under which
the Company matches up to 50% of the employee’s
contributions to the 401(k) plan up to the first 6% of such
employee’s base salary, subject to the maximum contribution
levels established by the IRS. The Company’s matching
contributions vest ratably over five-years. Effective
January 1, 2008, the Company amended its 401(k) plan to
create a safe harbor plan for all salaried U.S. workers, as
well as hourly workers not subject to collective bargaining
agreements, to provide for Company contributions equal to 3% of
the employee’s annual base salary, regardless of whether
the employee contributes to the 401(k) plan. As a result of the
limited participation of those employees eligible to participate
in the 401(k) plan, the safe harbor plan was adopted so that
individuals defined as “highly compensated employees”
under applicable IRS and the United States Department of Labor
standards, could make the maximum individual contributions to
their 401(k) accounts. The Company contributions to the safe
harbor plan, which are made at the time of each bi-weekly pay
period and are allocated pursuant to the employees’
existing investment elections, are 100% vested at the time of
the contribution.
Cash
Balance and Pension Plans
The Company also maintains a Cash Balance Plan, under which the
Company contributed to the Plan 5% of each
U.S. employees’ annual base salary. Contributions to
an employee’s Cash Balance Plan vest equally over five
years. The Company’s contributions to the Cash Balance Plan
were frozen as of May 15, 2006. The Committee will continue
to evaluate the Cash Balance Plan based on future competitive
market conditions for employee compensation.
GNB Industrial, which the Company acquired in 2000, operated a
pension plan. Mr. Bregman and Ms. Hatcher participated
in the plan while employees of GNB. This plan is managed by the
Company but additional contributions to the plan were frozen as
of December 31, 2000.
Table of Contents
Employment
Agreements and Severance Arrangements
The Committee recommends to the Board any retention and
severance agreement for the Company’s CEO and approves such
agreements for other named executive officers. The Company
currently has a formal employment agreement only with
Mr. Ulsh that establishes, among other compensation, the
terms of any severance arrangements. The Committee has not
authorized employment agreements with any other named executive
officers, but may authorize severance agreements with other
executives upon their departure from the Company. While the
Company seeks to obtain non-competition and non-solicitation
agreements when negotiating these severance agreements, such
matters are left to the discretion of management in negotiating
the individual terms of a separation agreement.
Gordon
A. Ulsh Employment Agreement
Mr. Ulsh’s initial employment agreement provided for
grants of stock options and restricted stock under the
Company’s 2004 Plan. Unvested options and restricted stock
were to be forfeited upon termination of employment. At the time
of the commencement of Mr. Ulsh’s employment with the
Company, he received equity awards consisting of 80,000 stock
options and 100,000 shares of restricted stock, which
vested equally over three years.
Mr. Ulsh’s employment agreement also provides
compensation upon various termination events in exchange for a
general release of claims. Upon resignation for good reason or
termination by the Company without cause, Mr. Ulsh would
receive the following: (1) earned but unpaid salary and
unused vacation, (2) earned but unpaid short-term cash
incentive awards from the fiscal year prior to the fiscal year
in which termination occurs, (3) a pro-rated portion of the
current fiscal year’s short-term cash incentive award
(based on the number of days employed during such fiscal year)
at the time the short-term cash incentive award is customarily
paid, (4) a lump sum payment equal to 200% of the sum of
annual base salary and target cash incentive award,
(5) reimbursement of reasonable business expenses incurred
up to the date of termination, and (6) COBRA premiums until
the earlier of 18 months following termination and the time
at which Mr. Ulsh is no longer eligible for such COBRA
benefits. Reduction in base salary, short-term cash incentive
award or benefits that qualify as good reason would not be used
to calculate the compensation due to Mr. Ulsh.
In the event Mr. Ulsh’s employment is terminated for
cause or he resigns without good reason, Mr. Ulsh’s
severance is limited to earned but unpaid salary and unused
vacation, earned but unpaid short-term cash incentive award from
the fiscal year prior to the fiscal year in which termination
occurs and unreimbursed reasonable business expenses measured up
to the date of termination. If Mr. Ulsh’s termination
is the result of permanent disability or death, he or his estate
would receive all of the foregoing payments, as well as any
short-term cash incentive awards earned pro rata through the
date of termination.
Mr. Ulsh’s agreement also includes a confidentiality
agreement, as well as provisions governing non-competition and
non-solicitation of employees, clients and customers for two
years following the date of termination.
Pursuant to Mr. Ulsh’s employment agreement,
“good reason” is defined as: (1) a material
adverse change in the executive’s title, role, or
responsibilities, which shall include his failure to be elected
as a member of the Board, (2) a reduction in base salary or
other fixed compensation or failure to pay or provide such
compensation within 30 days when due, (3) a
requirement that the executive report to anyone other than the
Board, or (4) a material adverse change in any pension,
medical, health, savings, life insurance, or accident or
disability plan, except for changes affecting all senior
executives.
On January 31, 2008, the Company and Mr. Ulsh executed
the Amended Agreement, which provides for a twenty-seven month
employment period from April 1, 2008 through June 30,
2010. The employment period can be extended for an additional
twelve months by mutual agreement of the parties no later than
December 31, 2009.
The Amended Agreement increases Mr. Ulsh’s base salary
to $950,000 for the period April 1, 2008 through
March 31, 2009 and no less than $1,000,000 for the period
April 1, 2009 through June 30, 2010. However, at the
request of Mr. Ulsh, on January 28, 2009, the Board
agreed to further amend the Amended Agreement to delay
Mr. Ulsh’s base salary increase until such time as
Mr. Ulsh notifies the Board. Mr. Ulsh’s target
under the Company’s short-term cash incentive plan was also
increased to 125% of base salary.
Table of Contents
The Amended Agreement accelerates the dates on which certain
incentive awards previously granted under the 2004 Plan vest and
become non-forfeitable. Previously awarded shares of restricted
stock that have not yet vested will vest and become
non-forfeitable on June 30, 2010, and previously awarded
RSUs that have not yet vested will vest and become
non-forfeitable on the last day of Mr. Ulsh’s
employment. Future awards of options, restricted stock and RSUs
will vest and become nonforfeitable on the last day of
Mr. Ulsh’s employment. In each case, subject to a
limited exception in the event of Mr. Ulsh’s death or
disability, any unrestricted share certificates will be issued
six months after any restricted stock or RSU awards become
non-forfeitable. All outstanding options will be exercisable for
a period of three years following the last day of
Mr. Ulsh’s employment.
Other
Severance Arrangement
The Company’s other named executive officers are generally
provided severance in an amount equal to twelve months salary
paid over a twelve-month period following the date of
termination of employment for any reason other than a “for
cause” termination.
Incentive
Plans
The Company’s named executive officers, as well as all
other employees who receive grants of options and restricted
stock under the Company’s 2004 Stock Incentive Plan, are
provided with protections in the event of a change in control of
the Company, as defined in the 2004 Plan. Pursuant to the
various award agreements provided to employees, all unvested
options and restricted shares will fully vest if, in connection
with or within twelve months following the consummation of a
change in control, an employee is involuntarily terminated by
the successor company or business. Additionally, regardless of
whether a named executive officer is terminated upon a change in
control, any performance cash award will be paid at the
achievement level at the time of the change in control prorated
by the portion of the performance period in which the named
executive officer worked.
This excerpt taken from the XIDE DEF 14A filed Jul 28, 2008. Post-Termination
Compensation
401(k)
Plan
The Company maintains an employee funded 401(k) plan under which
the Company matches up to 50% of the employee’s
contributions to the 401(k) plan up to the first 6% of such
employee’s base salary, subject to the maximum contribution
levels established by the IRS. The Company’s matching
contributions vest ratably over five-years. Effective
January 1, 2008, the Company amended its 401(k) plan to
create a safe harbor plan for all salaried workers, as well as
hourly workers not subject to collective bargaining agreements,
to provide for Company contributions equal to 3% of the
employee’s annual base salary, regardless of whether the
employee contributes to the 401(k) plan. As a result of the
limited participation of those employees eligible to participate
in the 401(k) plan, the safe harbor plan was adopted so that
individuals defined as “highly compensated employees”
under applicable IRS and the United States Department of Labor
standards, could make the maximum individual contributions to
their 401(k) accounts. The new Company contributions, which
Table of Contents
are made at the time of each bi-weekly pay period and are
allocated pursuant to the employees’ existing investment
elections, are 100% vested at the time of the contribution.
Cash
Balance and Pension Plans
The Company also maintains a Cash Balance Plan, under which the
Company contributed to the Cash Balance Plan 5% of each
U.S. employees’ annual base salary. Contributions to
an employee’s Cash Balance Plan vest equally over five
years. The Company’s contributions to the Cash Balance Plan
were frozen as of May 15, 2006. The Committee will continue
to evaluate the Cash Balance Plan based on future competitive
market conditions for employee compensation.
GNB Industrial, which the Company acquired in 2000, operated a
pension plan. Mr. Bregman participated in the plan while an
employee of GNB. This plan is managed by the Company but
additional contributions to the plan were frozen as of
December 31, 2000.
Employment
Agreements and Severance Arrangements
The Committee recommends to the Board any retention and
severance agreement for the Company’s CEO and approves such
agreements for other named executive officers. The Company
currently has formal employment agreements only with
Mr. Ulsh and Mr. Corby that establish, among other
compensation, the terms of any severance arrangements. The
Committee has not authorized employment agreements with any
other named executive officers, but may authorize severance
agreements with other executives upon their departure from the
Company. While the Company seeks to obtain non-competition and
non-solicitation agreements when negotiating these severance
agreements, such matters are left to the discretion of
management in negotiating the individual terms of a separation
agreement.
Gordon
A. Ulsh Employment Agreement
Mr. Ulsh’s initial employment agreement provided for
grants of stock options and restricted stock under the
Company’s 2004 Plan. Unvested options and restricted stock
were to be forfeited upon termination of employment. At the time
of the commencement of Mr. Ulsh’s employment with the
Company, he received equity awards consisting of 80,000 options
and 100,000 shares of restricted stock, which vested
equally over three years.
Mr. Ulsh’s employment agreement also provides
compensation upon various termination events in exchange for a
general release of claims. Upon resignation for good reason or
termination by the Company without cause, Mr. Ulsh would
receive the following: (1) earned but unpaid salary and
unused vacation, (2) earned but unpaid short-term cash
incentive awards from the fiscal year prior to the fiscal year
in which termination occurs, (3) a pro-rated portion of the
current fiscal year’s short-term cash incentive award
(based on the number of days employed during such fiscal year)
at the time the short-term cash incentive award is customarily
paid, (4) a lump sum payment equal to 200% of the sum of
annual base salary and target cash incentive award,
(5) reimbursement of reasonable business expenses incurred
up to the date of termination, and (6) COBRA premiums until
the earlier of 18 months following termination and the time
at which Mr. Ulsh is no longer eligible for such COBRA
benefits. Reduction in base salary, short-term cash incentive
award or benefits that qualify as good reason would not be used
to calculate the compensation due to Mr. Ulsh.
In the event Mr. Ulsh’s employment is terminated for
cause or he resigns without good reason, Mr. Ulsh’s
severance is limited to earned but unpaid salary and unused
vacation, earned but unpaid short-term cash incentive award from
the fiscal year prior to the fiscal year in which termination
occurs and unreimbursed reasonable business expenses measured up
to the date of termination. If Mr. Ulsh’s termination
is the result of permanent disability or death, he or his estate
would receive all of the foregoing payments, as well as any
short-term cash incentive awards earned pro rata through the
date of termination.
Mr. Ulsh’s agreement also includes a confidentiality
agreement, as well as provisions governing non-competition and
non-solicitation of employees, clients and customers for two
years following the date of termination.
Table of Contents
Pursuant to Mr. Ulsh’s employment agreement,
“good reason” is defined as: (1) a material
adverse change in the executive’s title, role, or
responsibilities, which shall include his failure to be elected
as a member of the Board, (2) a reduction in base salary or
other fixed compensation or failure to pay or provide such
compensation within 30 days when due, (3) a
requirement that the executive report to anyone other than the
Board, or (4) a material adverse change in any pension,
medical, health, savings, life insurance, or accident or
disability plan, except for changes affecting all senior
executives.
On January 31, 2008, the Company and Mr. Ulsh executed
the Amended Agreement, which provides for a twenty-seven month
employment period from April 1, 2008 through June 30,
2010. The employment period can be extended for an additional
twelve months by mutual agreement of the parties no later than
December 31, 2009.
The Amended Agreement increases Mr. Ulsh’s base salary
to $950,000 for the period April 1, 2008 through
March 31, 2009 and no less than $1,000,000 for the period
April 1, 2009 through June 30, 2010.
Mr. Ulsh’s target under the Company’s short-term
cash incentive plan was also increased to 125% of base salary
during the term of the Amended Agreement.
The Amended Agreement accelerates the dates on which certain
incentive awards previously granted under the 2004 Plan vest and
become non-forfeitable. Previously awarded shares of restricted
stock that have not yet vested will vest and become
non-forfeitable on June 30, 2010, and previously awarded
RSUs that have not yet vested will vest and become
non-forfeitable on the last day of Mr. Ulsh’s
employment. Future awards of options, restricted stock and RSUs
will vest and become nonforfeitable on the last day of
Mr. Ulsh’s employment. In each case, subject to a
limited exception in the event of Mr. Ulsh’s death or
disability, any unrestricted share certificates will be issued
six months after any restricted stock or RSU awards become
non-forfeitable. All outstanding options will be exercisable for
a period of three years following the last day of
Mr. Ulsh’s employment.
Francis
M. Corby, Jr. Employment Agreement
In conjunction with his planned retirement at the end of fiscal
2008, Mr. Corby’s employment agreement terminated at
the end of its term effective March 31, 2008. Pursuant to
his employment agreement, Mr. Corby received the following:
(1) all awards of options and restricted shares vested at
or before his retirement date, and he will be permitted until
March 31, 2009 to exercise these vested options; (2) a
$150,000 end-of-employment bonus payment; (3) his fiscal
2008 EP Plan award; and (4) reimbursement of moving
expenses. In exchange for the extension of the exercise periods
for his vested options to one year from his retirement date,
Mr. Corby agreed to provide up to fifty hours of consulting
services for the period beginning April 1, 2008 and ending
March 31, 2009. The Company agreed to reimburse
Mr. Corby for reasonably documented travel and other
expenses incurred in providing such consulting services.
Other
Severance Arrangement
The Company’s other named executive officers are generally
provided severance in an amount equal to twelve months salary
paid over a twelve month period following the date of
termination of employment for any reason other than a “for
cause” termination.
Incentive
Plans
The Company’s named executive officers, as well as all
other employees who receive grants of options and restricted
stock under the Company’s 2004 Plan, are provided with
protections in the event of a change in control of the Company,
as defined in the 2004 Plan. Pursuant to the various award
agreements provided to employees, all unvested options and
restricted shares will fully vest if, in connection with or
within twelve months following the consummation of a change in
control, an employee is involuntarily terminated by the
successor company or business. Additionally, regardless of
whether named executive officers are terminated upon a change in
control, any performance cash award will be paid at the
achievement level at the time of the change in control prorated
by the portion of the performance period in which the named
executive officer worked.
Table of Contents
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