GPIC » Topics » COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

This excerpt taken from the GPIC DEF 14A filed Apr 19, 2006.

COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

The Compensation Committee, composed entirely of directors who have never served as executive officers of GPIC, determine the compensation of GPIC’s executive officers and administer GPIC’s 1994 Long-Term Incentive Plan, or the Incentive Plan.

Although no compensation policy has been formalized, the Committee generally recommends that GPIC compensate its executive officers at a level that will attract and retain individuals who are responsible for the management, development and success of the company. The Committee believes that executive compensation should be designed to reward individuals for their services to GPIC and encourage them to stay with the company. The Committee’s compensation decisions are submitted to the full board of directors for approval.

Although the Compensation Committee believes that GPIC’s overall financial performance is an important factor in the total compensation of GPIC’s executive officers, no specific quantitative factors are applied in making compensation recommendations. The Committee also recognizes qualitative factors such as successful supervision of GPIC’s operations, established relationships with key customers and the development of corporate projects and new products.

The Compensation Committee also evaluates the total compensation of GPIC’s executive officers in light of the compensation practices and relative corporate financial performance of other companies in the gaming industry. The Committee’s goal is for GPIC to set base salaries for the Chief Executive Officer and other executive officers at appropriate levels which reflect the duties and scope of responsibilities of each officer’s position.

The Chief Executive Officer and other executive officers have also been eligible to receive incentive compensation in the form of stock options under the Incentive Plan. The Incentive Plan expired in January 2004, except as to the stock options outstanding on that date. Stock options are priced at the market value of GPIC common stock on the date of grant, and typically subject to a four-year vesting period with exercisability dependent on continued employment. None of the executive officers received a stock option grant in fiscal 2004 or 2005.

Mr. Charlier has been the Chief Executive Officer of GPIC since September 2002. Pursuant to the terms of his five-year employment agreement, in fiscal 2005, Mr. Charlier received an annual salary of $100,000 as President and Chief Executive Officer of GPIC and 115,000 (approximately U.S. $143,000, using an average exchange rate for 2005) as President and Chief Executive Officer of the former B&G. The Compensation Committee granted Mr. Charlier stock options in September 2002 to acquire a total of 300,000 shares of GPIC common stock, at a price of $3.40 per share (the closing price of common stock on the date of grant), subject to the terms and conditions of the Incentive Plan. The stock option as to 200,000 shares will vest on the fifth anniversary of the date of grant and is exercisable for five years following the date of vesting. The stock option as to 100,000 shares vested during the fourth quarter of 2005. The option will remain exercisable for five years from the vesting date.

March 30, 2006

COMPENSATION COMMITTEE

 

Paul S. Dennis

 

Alain Thieffry

 

Robert J. Kelly

 

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This excerpt taken from the GPIC DEF 14A filed Apr 11, 2005.

COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

The Compensation Committee, composed entirely of directors who have never served as executive officers of GPIC, determine the compensation of GPIC’s executive officers and administer GPIC’s 1994 Long-Term Incentive Plan, or the Incentive Plan.

Although no compensation policy has been formalized, the Committee generally recommends that GPIC compensate its executive officers at a level that will attract and retain individuals who are responsible for the management, development and success of the company. The Committee believes that executive compensation should be designed to reward individuals for their services to GPIC and encourage them to stay with the company. The Committee’s compensation decisions are submitted to the full board of directors for approval.

Although the Compensation Committee believes that GPIC’s overall financial performance is an important factor in the total compensation of GPIC’s executive officers, no specific quantitative factors are applied in making compensation recommendations. The Committee also recognizes qualitative factors such as successful supervision of GPIC’s operations, established relationships with key customers and the development of corporate projects and new products.

The Compensation Committee also evaluates the total compensation of GPIC’s executive officers in light of the compensation practices and relative corporate financial performance of other companies in the gaming industry. The Committee’s goal is for GPIC to set base salaries for the Chief Executive Officer and other executive officers at appropriate levels which reflect the duties and scope of responsibilities of each officer’s position.

The Chief Executive Officer and other executive officers have also been eligible to receive incentive compensation in the form of stock options under the Incentive Plan. However, the Compensation Committee determined not to grant any additional stock options under the Incentive Plan in 2003, and the Incentive Plan expired in January 2004, except as to the stock options outstanding on that date. Stock options are priced at the market value of GPIC common stock on the date of grant, and typically subject to a four-year vesting period with exercisability dependent on continued employment. None of the executive officers received a stock option grant in fiscal 2003 or 2004.

Mr. Charlier has been the Chief Executive Officer of GPIC since September 2002. Pursuant to the terms of his five-year employment agreement, in fiscal 2003, Mr. Charlier received an annual salary of $100,000 as President and Chief Executive Officer of GPIC and 115,000 (approximately U.S. $140,200 as of March 5, 2004) as President and Chief Executive Officer of the former B&G. The Compensation Committee granted Mr. Charlier stock options in September 2002 to acquire a total of 300,000 shares of GPIC common stock, at a price of $3.40 per share (the closing price of common stock on the date of grant), subject to the terms and conditions of the Incentive Plan. The stock option as to 200,000 shares will vest on the fifth anniversary of the date of grant and is exercisable for five years following the date of vesting. The stock option as to 100,000 shares will only vest if GPIC’s annual net profit reaches $2,000,000 before the fifth anniversary of the grant of the option. If the option vests, it will remain exercisable for five years.

March 22, 2005

COMPENSATION COMMITTEE

 

Paul S. Dennis

 

Jerry G. West

 

Alain Thieffry

 

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