GVHR » Topics » Annual Incentive Payouts and Bonus Awards

This excerpt taken from the GVHR DEF 14A filed Apr 17, 2008.

Annual Incentive Payouts and Bonus Awards

        For 2007, a substantial portion of each named executive officer's total target pay opportunity—from approximately 24% to 27%—consisted of the annual incentive element, in line with emphasis on performance-based pay.

        We did not meet our EPS, PSF or WSE goals, and, in line with our pay for performance philosophy, the named executive officers' annual cash incentive payments were appropriately impacted. Messrs. Sladnick and Benz each achieved their business unit or function performance goals at threshold and target, respectively.

        In determining the bonus awards for Messrs. Welsh and Hardee, each of whom joined the Company over the course of 2007, the Committee considered the terms of their respective Offer Letters, their respective contributions during their tenure, Mr. Lavington's recommendations and internal equity issues. In addition, in light of the turnover of Company executives over the course of 2007, the Committee considered the additional factor of retention of key talent in making these awards, believing that stabilization of the current executive team is in the best interest of the Company and the shareholders. Messrs. Welsh and Hardee will fully participate in the 2008 annual cash incentive program.

        Messrs. Vonk and Grabowski, who departed prior to the completion of the year, were not awarded annual cash incentives for 2007.

        The 2007 target and actual annual cash incentives are as follows:

Named Executive Officer
  2007 Target as % of
Base Salary

  2007 Target Annual
Cash Incentive

  2007 Actual Annual
Cash Incentive

Garry J. Welsh   N/A(1)   $ 42,000   $ 0(3)

James E. Hardee   80% of base salary (prorated)(2)   $ 128,333   $ 0(3)

Clifford M. Sladnick   66.7%   $ 240,120   $ 40,000     

Paul E. Benz   66.7%   $ 216,775   $ 75,000     

Erik Vonk   130%   $ 910,000   $ 0(4)

Peter C. Grabowski   80%   $ 288,000   $ 0(4)

See Offer Letter with Mr. Welsh filed on Form 8-K (dated August 7, 2007).

See Offer Letter with Mr. Hardee filed on Form 8-K (dated August 7, 2007).

Messrs. Welsh and Hardee were granted discretionary bonuses as described above.

Messrs. Vonk and Grabowski resigned during the course of 2007 and were not awarded any 2007 annual cash incentives.


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