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This excerpt taken from the VLG DEF 14A filed Oct 2, 2006. Director
Compensation
The Company pays each non-employee director a $1,250 fee for
each Board meeting attended and a $600 fee for each committee
meeting attended. Each committee Chairman receives an annual
retainer of $7,200. Mr. West receives an annual retainer of
$25,000 for his service as Chairman of the Board. All other
non-employee directors, excluding Mr. Indelicato, receive
an annual retainer of $6,000. Directors are also reimbursed for
certain reasonable expenses incurred in attending meetings.
Officers of the Company do not receive any additional
compensation for serving the Company as members of the Board of
Directors or any of its committees.
In January 2006, the Company granted options to purchase
5,000 shares of common stock to Mr. Hespe. The options
vest three years from the grant date and expire ten years from
the grant date. The exercise price of the options is
$21.28 per share which was the closing market price on that
date.
William A. Indelicato, a director of the Company, served as Vice
Chairman and Chief Executive Officer pursuant to an agreement
between Mr. Indelicato and the Company. The agreement also
provided that ADE Vantage, Inc., a company wholly owned by
Mr. Indelicato would provide services to the Company
relating to the Company’s acquisition program. In addition,
the Company retained ADE Vantage, Inc., to provide acquisition
support. This agreement was terminated on January 31, 2006
when Mr. Indelicato became an employee of the company. See
“Executive Compensation-Compensation Committee Interlocks
and Insider Participation-Indelicato and ADE Vantage, Inc.
Consulting Arrangements”.
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