VALLEY NATIONAL GASES (VLG)

 

The Chief Executive Officer’s compensation generally is based on the same policies and criteria as the other executive officers. However, it is intended that the bonus portion of the compensation package represent a larger portion of total compensation than other executive officers. Mr. Indelicato served as the Chief Executive Officer under a consulting agreement until February 2006, at which time he became an employee of the Company. The terms of the consulting agreement provided for a monthly retainer of $7,000, reimbursement of out-of-pocket expenses related to the performance of services, plus compensation of $150.00 per hour spent in connection with the acquisition program, up to a maximum of 300 hours. Mr. Indelicato’s employment agreement provides for a base annual salary of $99,600 and also provides that the employee will be eligible for benefits as provided to other Valley employees. The employment agreement contains customary termination, inventions, non-disclosure and non-solicitation provisions. In addition the agreement provides for a two year period after termination of Mr. Indelicato’s employment, during which he is prevented from engaging in any business that competes with the company. Mr. Indelicato will be paid $600,000 in 24 consecutive monthly installments of $25,000 each during this non-compete period. The Nominating and Compensation Committee, with Mr. Indelicato absent for that part of the