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2005 Compensation of the Chief Executive Officer

 

Mr. Verrecchia served as the Company’s Chief Executive Officer throughout fiscal 2005. Mr. Verrecchia’s annualized base salary was increased from $776,240 to $1,000,000 effective upon his promotion to Chief Executive Officer of the Company in May 2003. Mr. Verrecchia’s base salary has not been increased since that time. Mr. Verrecchia received a management incentive bonus for fiscal 2005 amounting to $1,500,000. The Company’s performance in 2005 represented approximately 107% achievement of the corporate performance goals set under the Annual Performance Plan, which is the plan under which Mr. Verrecchia’s management incentive bonus is determined. The Committee set Mr. Verrecchia’s base salary and management incentive bonus award for 2005 at a level it believed appropriately and competitively compensated Mr. Verrecchia in respect to his responsibilities, experience, performance and contributions to the Company and its shareholders.

 

In fiscal 2005, Mr. Verrecchia was granted an option to purchase 280,000 shares of Common Stock. This option was granted with an exercise price equal to the market price of the Common Stock on the date of grant and vests in three equal installments over the three-year period following the date of grant. The Committee believes that the option granted in fiscal 2005 provides an appropriate incentive to Mr. Verrecchia to improve the Company’s future performance, further aligns Mr. Verrecchia’s interests with those of the Company’s shareholders and fairly compensates Mr. Verrecchia for his work for the Company and its shareholders and his contributions to the long-term value of the Company to its shareholders.

 

All compensation decisions regarding Mr. Verrecchia were made by the Committee, without the participation of Mr. Verrecchia or any other executive officers of the Company, and were reviewed and approved by the Company’s Board of Directors.

 

Change of Control and Employment Agreements

 

Certain of the Company’s executive officers, including all five of the Company’s named executive officers for fiscal 2005, are party to Change in Control Agreements with the Company. However, now that they have retired as employees of the Company, the agreements entered into by Mr. Hassenfeld and Mr. Wilson are no longer operative. In addition, Mr. Verrecchia and Mr. Goldner are party to additional agreements with the Company governing their employment and providing certain post-termination benefits and payments. Mr. Hassenfeld entered into an agreement with the Company in 2005 which governed his transition to non-employee Chairman of the Board beginning in 2006. All of these agreements are described under the caption “Change of Control and Employment Agreements” that follows this report. The Committee authorizes the Company to enter into Change of Control or other employment related agreements in situations where the Committee feels doing so is necessary to recruit and/or retain the most talented executives and to provide optimal incentive to the executive in question to work to maximize the performance of the Company and the creation of long-term value for the Company’s shareholders.

 

Report issued by Frank J. Biondi, Jr. (Chair), Jack M. Connors, Jr. and E. Gordon Gee as the members of the Compensation and Stock Option Committee of the Board of Directors as of the 2005 fiscal year end.

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Table of Contents

 

EXECUTIVE COMPENSATION

 

The following table summarizes compensation paid by the Company for services rendered during fiscal 2005, 2004 and 2003 by the Chief Executive Officer of the Company and the four most highly compensated executive officers of the Company in fiscal 2005 other than the Chief Executive Officer.

 

Summary Compensation Table

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual Compensation

 

 

Long-term Compensation

 

 

 

 

 

 

 

 

 

 

 

 

Other


 

 

Restricted


 

 

Securities


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual


 

 

Stock


 

 

Underlying


 

 

All Other


 

Name and Principal Position

 

Year

 

 

Salary(a)

 

 

Bonus(a)

 

 

Compensation(b)

 

 

Awards(c)

 

 

Options

 

 

Compensation(d)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alan G. Hassenfeld

 

 

2005

 

 

$

1,000,000

 

 

$

107,200

 

 

$

52,506

 

 

 

0

 

 

 

70,000

 

 

$

112,127

 

Chairman

 

 

2004

 

 

 

1,038,462

 

 

 

815,000

 

 

 

3,902

 

 

 

0

 

 

 

225,000

 

 

 

179,333

 

 

 

 

2003

 

 

 

1,003,971

 

 

 

1,896,631

 

 

 

16,465

 

 

 

0

 

 

 

200,000

 

 

 

118,365

 

Alfred J. Verrecchia

 

 

2005

 

 

 

1,000,000

 

 

 

1,500,000

 

 

 

0

 

 

 

0

 

 

 

280,000

 

 

 

111,436

 

President and Chief

 

 

2004

 

 

 

1,038,462

 

 

 

815,000

 

 

 

0

 

 

 

0

 

 

 

450,000

 

 

 

178,614

 

Executive Officer(e)

 

 

2003

 

 

 

907,886

 

 

 

1,996,170

 

 

 

10,296

 

 

 

0

 

 

 

425,000

 

 

 

99,309

 

Brian Goldner

 

 

2005

 

 

 

700,000

 

 

 

800,000

 

 

 

2,195

 

 

 

0

 

 

 

90,000

 

 

 

65,913

 

Chief Operating Officer(f)

 

 

2004

 

 

 

722,308

 

 

 

300,000

 

 

 

0

 

 

 

0

 

 

 

225,000

 

 

 

69,775

 

 

 

 

2003

 

 

 

550,000

 

 

 

736,260

 

 

 

1,350

 

 

 

0

 

 

 

75,000

 

 

 

60,000

 

E. David Wilson

 

 

2005

 

 

 

585,000

 

 

 

290,000

 

 

 

1,055

 

 

 

0

 

 

 

75,000

 

 

 

57,000

 

Formerly President, Games

 

 

2004

 

 

 

607,500

 

 

 

365,000

 

 

 

1,045

 

 

 

0

 

 

 

225,000

 

 

 

78,378

 

Segment and Executive

 

 

2003

 

 

 

585,000

 

 

 

698,792

 

 

 

945

 

 

 

0

 

 

 

75,000

 

 

 

56,100

 

Vice President Global Business Integration(g)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David D.R. Hargreaves

 

 

2005

 

 

 

475,000

 

 

 

350,000

 

 

 

5,000

 

 

 

0

 

 

 

45,000

 

 

 

43,800

 

Senior Vice President

 

 

2004

 

 

 

493,269

 

 

 

255,000

 

 

 

6,000

 

 

 

0

 

 

 

165,000

 

 

 

61,096

 

and Chief Financial Officer

 

 

2003

 

 

 

457,586

 

 

 

575,000

 

 

 

5,000

 

 

 

0

 

 

 

50,000

 

 

 

45,665

 

 

 

 

 

 

(a)

 

Includes amounts deferred pursuant to the Company’s Retirement Savings Plan (the “Retirement Plan”) and Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”).

 

 

 

(b)

 

Fiscal 2003 was the last year in which the Company provided an automobile allowance to its executive officers. No officers received an automobile allowance in fiscal 2004 or 2005. Includes the following amounts which were included in 2003 taxable income, respectively, for each named individual in connection with a program whereby a leased automobile, or an automobile allowance, was provided to the executive by the Company: $3,965 for Mr. Hassenfeld and $4,796 for Mr. Verrecchia.

 

 

 

 

 

 

Includes the amounts set forth in the following table paid by the Company and included in 2005, 2004 and 2003 taxable income, respectively, for each named executive officer in connection with a program whereby certain financial planning and tax preparation services provided to the individual are paid for by the Company.
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