|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the MAIR DEF 14A filed Jun 6, 2008. INTERESTS OF DIRECTORS AND OFFICERS IN THE PROPOSED
DISSOLUTION.
Certain of our directors and officers own shares of our common stock and
will receive distributions like our other shareholders. Our directors and officers will also receive
compensation for their services during the dissolution process. The services to be performed during the
dissolution process will include maintaining the Company’s portfolio of
marketable securities until the securities are liquidated and cash is
distributed to our shareholders, managing and settling the Company’s
liabilities, delivering notices to creditors and addressing any responses to
such notices submitted by creditors, creating a liquidating trust if one is
required, ensuring that the Company is in compliance with applicable regulatory
requirements and preparing and making filings, and otherwise taking actions
necessary to complete the dissolution process.
Until the final distribution is made to our shareholders, unless certain
officers are asked to terminate their employment early, our officers will
continue to receive compensation at their current levels, including guaranteed
bonus payments for their services during fiscal 2008. In addition, in July 2007, our
Compensation Committee adopted a Severance Policy for our employees to ensure
that they had appropriate incentives to continue as employees of the Company in
connection with the dissolution. Mr. Foley
and Ms. Timm are entitled to severance pay in accordance with the terms of
the Severance Policy. In addition, Mr. Foley
and Ms. Timm are also parties to Executive Retention Agreements under
which they will each receive a bonus based upon the amount of the equity
distribution MAIR receives from Mesaba’s liquidating trust. The severance and other payments made to our
officers and other employees will be dissolution expenses that will reduce the
cash amounts to be distributed to our shareholders and are included inn the
table above. Moreover, our Company has
indemnified, and will continue during the dissolution process to indemnify, our
directors and officers to the fullest extent authorized by the MBCA. We have
10
|
| |||||||
