GFF » Topics » Determining Executive Officer Compensation

This excerpt taken from the GFF DEF 14A filed Dec 29, 2006.

Determining Executive Officer Compensation

        For fiscal 2006, Mr. Edelstein received a base salary and bonus equal to the difference between 1% of our consolidated pretax earnings and his base salary, subject to a minimum bonus of $350,000 pursuant to the terms of his employment agreement. Mr. Patrick L. Alesia, our Vice President, Treasurer and Secretary, received a base salary, a cash bonus and a restricted stock award. The Compensation Committee determined that the base salary paid to Mr. Alesia, the bonus paid to Mr. Alesia and the restricted stock award to Mr. Alesia were appropriate given our financial performance, the substantial contributions made by him to such performance, and the compensation levels of executives at comparable companies. Future bonuses awarded to Mr. Alesia may be pursuant to the Performance Bonus Plan.

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This excerpt taken from the GFF DEF 14A filed Dec 28, 2005.

Determining Executive Officer Compensation

        For fiscal 2005, pursuant to the terms of his employment agreement with us and the Senior Management Plan, Mr. Robert Balemian, our former President and Chief Financial Officer, received a base salary and an incentive bonus based on our consolidated pretax earnings. See "Management — Employment Agreements" and "Management — Senior Management Incentive Compensation Plan." Mr. Edelstein, our Executive Vice President and Chief Financial Officer, received a base salary, a bonus determined on the basis of the portion of the fiscal year that he was employed and a grant of stock options upon execution of his employment agreement. For fiscal 2006, Mr. Edelstein is entitled to receive a bonus equal to the difference between 1% of our consolidated pretax earnings and his

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base salary, subject to a minimum bonus of $350,000. Mr. Patrick L. Alesia, our Vice President, Treasurer and Secretary, received a base salary, a cash bonus and a grant of stock options. The Compensation Committee determined that the base salary paid to Mr. Alesia, the bonus paid to Mr. Alesia and the grant of stock options to Mr. Alesia were appropriate given our financial performance, the substantial contributions made by him to such performance, his increased level of responsibilities and the compensation levels of executives at comparable companies. Future bonuses awarded to Mr. Alesia may be pursuant to the Performance Bonus Plan.

This excerpt taken from the GFF DEF 14A filed Jan 7, 2005.

Determining Executive Officer Compensation

        The Compensation Committee annually establishes, subject to the approval of the Board of Directors, and the terms of any applicable employment agreements and our Senior Management Incentive Plan ("Incentive Plan"), the salaries which will be paid to our executive officers during the coming year. In setting salaries, the Compensation Committee takes into account several factors, including competitive compensation data, the extent to which an individual may participate in the stock plans maintained by us, and qualitative factors bearing on an individual's experience, responsibilities, management and leadership abilities, and job performance.

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        For fiscal 2004, pursuant to the terms of his employment agreement with us and the Incentive Plan, Mr. Robert Balemian, our President and Chief Financial Officer, received a base salary and an incentive bonus based on our Consolidated Pretax Earnings. See "Management — Employment Agreements" and "Management — Senior Management Incentive Compensation Plan." Mr. Patrick L. Alesia, our Vice President and Treasurer received a base salary, a cash bonus and a grant of stock options under our 1998 Employee and Director Stock Option Plan. Mr. Edward I. Kramer, our Vice President, Administration and Secretary, received a base salary. The Compensation Committee determined that the base salaries paid to Messrs. Alesia and Kramer, the bonus paid to Mr. Alesia and the grant of stock options to Mr. Alesia were appropriate given our financial performance, the substantial contributions made by them to such performance and the compensation levels of executives at comparable companies.

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