exhibitexecutiveawards.htm


    Exhibit
10.1

    


    Summary of Named Executive
Officer 2009 Salaries, 2008 Bonus

    Awards, 2009 Maximum Bonus
Potential, and 2009 Equity and Performance Awards

    


    Base Salary Adjustments. 
The Compensation Committee approved adjustments to the annual base salaries for
certain of the Named Executive Officers after a review of performance and
competitive market data.  The table below sets forth the annual base salary
levels of the Company's Named Executive Officers for 2008 and 2009 (the salary
for 2008 became effective on April 1, 2008, and the salary for 2009 will become
effective as of April 1, 2009).  The Named Executive Officers were
determined based on those identified in the Summary Compensation Table contained
in the Company’s proxy statement dated April 14, 2008 (the “2008 Proxy
Statement”).

    


    Annual Bonus Awards.  The
Compensation Committee also authorized the payment of annual incentive (i.e.,
bonus) awards to each of the Company's executive officers in respect of the year
ended December 31, 2008.  The annual bonus awards were made pursuant to the
Company's annual bonus plan, with target percentages ranging from 70% to 130 %
in 2008.  For each of the Named Executive Officers a minimum target
percentage was established pursuant to such executive’s employment agreement
with the Company, which are listed as exhibits to the Company’s Current Report
on Form 8-K to which this Exhibit 10.1 is attached and which are hereby
incorporated by reference herein.  The Employment Agreements for the Named
Executive Officers and Mr. Paz are also described in the Company’s Current
Report on Form 8-K filed October 31, 2008.

    


    Pursuant
to the bonus plan, in order for any bonus amount to be paid the Company must
meet an annual financial goal which is based on budgeted EBITDA (earnings before
interest, taxes, depreciation and amortization) and earnings per share.  If
the corporate financial target is not met, then the corporate bonus pool is
reduced to the extent necessary to enable the Company to meet its target. 
If the Company has met its annual financial goal, then actual bonus awards for
executive officers are determined based on the executive officers’ respective
bonus targets and an evaluation by the Committee (and in the case of senior
executives also by the CEO) of the extent to which work plan goals were
achieved.  In addition, if the Company meets certain “stretch” financial
targets, bonus targets may be increased by as much as 100%.  The Committee
reviews and approves the annual financial targets.  For 2008, the Company
achieved its “stretch” financial goals, and, accordingly, bonuses awarded to the
Named Executive Officers were enhanced by up to 100%.

    


    The
Compensation Committee also authorized the award of annual incentive (i.e.,
bonus) awards to each of the Company’s Named Executive Officers with respect to
the year ending December 31, 2009.  These awards were granted as “Other
Awards” under the Company’s 2000 Long-Term Incentive Plan, as amended (the “2000
LTIP”), and represent the maximum amount which may be earned by the executive
based on the achievement of individual and corporate stretch financial and
workplan goals.  The Compensation Committee may exercise discretion to
reduce such bonuses based on Company performance, individual performance and
other factors, but may in no event increase the amount of such bonuses beyond
the maximum.  In addition, if certain threshold earnings per share
targets are not met, then no such bonuses may be paid.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
following table sets forth the 2008 and 2009 base salary levels, along with the
annual bonus awards for 2008 and the maximum annual bonus awards for 2009, for
each of the Named Executive Officers:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              	 
	 	 	 	
                                                                                                                      Annual
      Base Salary

                                                                                                                    	 	
                                                                                                                      Annual
      Bonus Award

                                                                                                                    	 	
                                                                                                                      Maximum
      Bonus Award

                                                                                                                    	 
	 	
                                                                                                                      Name

                                                                                                                    	
                                                                                                                      Title

                                                                                                                    	
                                                                                                                      2008

                                                                                                                    	 	
                                                                                                                      2009

                                                                                                                    	 	
                                                                                                                      2008

                                                                                                                    	 	
                                                                                                                      2009

                                                                                                                    	 
	 	
                                                                                                                      George
      Paz

                                                                                                                    	
                                                                                                                      President,
      CEO & Chairman

                                                                                                                    	
                                                                                                                       

                                                                                                                      $

                                                                                                                    	
                                                                                                                       

                                                                                                                      950,000

                                                                                                                    	 	 	
                                                                                                                      $

                                                                                                                    	
                                                                                                                      
                                                                                                                        980,000

                                                                                                                      

                                                                                                                    	 	 	$	2,450,500	 	 	$	2,529,000	 	 
	 	
                                                                                                                      Jeffrey
      Hall

                                                                                                                    	
                                                                                                                       

                                                                                                                      Executive
      Vice President & CFO

                                                                                                                    	
                                                                                                                      $

                                                                                                                    	450,000	 	 	$	530,000	 	 	$	630,000	 	 	$	893,000	 	 
	 	
                                                                                                                      Thomas
      M. Boudreau

                                                                                                                    	
                                                                                                                      Executive
      Vice President, Law & Strategy

                                                                                                                    	
                                                                                                                      $

                                                                                                                    	500,000	 	 	$	500,000	 	 	$	725,850	 	 	 	N/A	*	 
	 	
                                                                                                                      Edward
      

                                                                                                                      Ignaczak

                                                                                                                    	
                                                                                                                      Executive
      Vice President, Sales & Account Management

                                                                                                                    	$	450,000	 	 	$	464,000	 	 	$	680,000	 	 	$	921,000	 	 
	 


                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    * As
previously disclosed, Mr. Boudreau is retiring from the Company on April 1,
2009.

      

     Annual Long Term Incentive
Awards

    


    On
February 25, 2009, the Compensation Committee approved awards of certain long
term incentive compensation to each of the Named Executive Officers (other than
Mr. Boudreau).  The long term incentive compensation awards are comprised
of a mix of performance shares, non-qualified stock options and restricted stock
units, granted under the 2000 LTIP, with values as follows:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	 
	 	
                                                                        Name

                                                                      	
                                                                        Title

                                                                      	
                                                                        Non-Qualified
      

                                                                        Stock
      Options

                                                                      	 	
                                                                        Performance
      

                                                                        Shares

                                                                      	 	
                                                                        Restricted
      Stock 

                                                                        Units

                                                                      	 
	 	
                                                                        George
      Paz

                                                                      	
                                                                         

                                                                        President,
      CEO & Chairman

                                                                      	$	2,764,000	 	 	$	2,418,500	 	 	$	1,727,500	 	 
	 	
                                                                        Jeffrey
      Hall

                                                                      	
                                                                         

                                                                        Executive
      Vice President & CFO

                                                                      	$	885,000	 	 	$	442,500	 	 	$	442,500	 	 
	 	
                                                                        Thomas
      M. Boudreau

                                                                      	
                                                                         

                                                                        Executive
      Vice President, Law & Strategy

                                                                      	 	N/A	*	 	 	N/A	*	 	 	N/A	*	 
	 	
                                                                        Edward
      

                                                                        Ignaczak

                                                                      	
                                                                        Executive
      Vice President, Sales & Account Management

                                                                      	$	720,000	 	 	$	360,000	 	 	$	360,000	 	 
	 


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    * As
previously disclosed, Mr. Boudreau is retiring from the Company on April 1,
2009.

    


    Performance Shares.  The
performance shares are settled in shares of the Company’s common stock (the
“Stock”) on a share-for-share basis.  The number of shares of Stock to be
delivered upon settlement of the performance shares is determined based upon the
Company’s performance over a set period versus a peer group of companies
selected by the Compensation Committee. 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Specifically,
the number of shares issued in settlement of the performance share awards will
depend on where the Company’s performance for the period from January 1, 2009
through January 1, 2012 ranks in relation to the designated peer group in three
equally-rated metrics:

    


    
      	
              ·  

            	
              compound
      annual shareholder return (price appreciation plus reinvestment of monthly
      dividends and the compounding effect of dividends paid on reinvested
      dividends),

            


    

    
      	
              ·  

            	
              compound
      annual growth in earnings per share (basic earnings per share before
      extraordinary items and discontinued operations),
  and

            


    

    
      	
              ·  

            	
              average
      return on invested capital (income before extraordinary items (available
      for common stock) divided by total invested capital, which is the sum of
      total long-term debt, preferred stock, minority interest and total common
      equity).

            


    

    


    In order
for any shares to be issued under the performance share awards, the Company’s
composite performance must rank in at least the 40th percentile in relation to
its peer group.  Assuming the Company’s composite performance for the
performance period is at the 40th percentile, the actual shares of Stock issued
will equal 35% of the award targeted for the Named Executive Officer; at the
50th percentile, the actual shares of Stock issued will equal 100% of the award
targeted for the Named Executive Officer; and at the 80th percentile, the actual
shares of Stock issued will equal 250% of the award targeted for the Named
Executive Officer, which is the maximum number of shares that can be
awarded.  If the Company’s composite performance falls between these
percentile rankings, the actual shares of Stock issued will be determined by
interpolation.

    


    Realization
of the performance share awards and their actual value, if any, will depend on
the applicable targets being met and the market value of the Stock on the date
the performance share awards are settled.

    


    The
awards provide for certain rights in the event of termination of employment as a
result of death, disability, retirement or termination by the Company without
cause (as defined), but terminate in the event of termination of employment for
any other reason prior to the last day of the performance period.
Notwithstanding the foregoing, the awards provide that upon a change of control
(as defined) prior to the last day of the performance period, participants who
remain employed on the date of a change in control or who terminated earlier on
account of death, disability or retirement will receive cash equal to the value
of a portion of the Stock represented by the performance shares on the last
trading day before the change in control, and that participants who were
terminated earlier by the Company without cause will receive the cash value of
the Stock represented by between 100% and 250% of the performance shares on the
last trading day before the change in control.

    


    The
performance shares are subject to the terms of the 2000 LTIP and a Performance
Share Agreement entered into with each participant.  The 2000 LTIP is
listed as Exhibits 10.5, 10.6 and 10.7, and the form of award agreement is
listed as Exhibit 10.2, to the Current Report on Form 8-K to which this Exhibit
10.1 is attached and each is hereby incorporated herein by this
reference.

    


    Stock Options.  The
non-qualified stock options (“options”) were granted with a specified exercise
price of $45.74  per
share, which was equal to the fair market value of the Stock on the date of
grant.  As required under the Company’s Policy for Grant Approvals and for
Establishing Grant Date for Equity Grants, the grant date for the options is
March 2, 2009, the third trading date following the release of the Company’s
2008 financial results.  The options vest and become exercisable in
equal amounts annually over a period of three years on the anniversary date of
the grant, and expire on the seventh anniversary of their grant.  The
actual value, if any, of the options will depend on the market value of the
Stock on the date the options are exercised.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
options are subject to the terms and conditions of the 2000 LTIP as well as a
Stock Option Award Agreement entered into with each participant.  The 2000
LTIP is listed as Exhibits 10.5, 10.6 and 10.7, and the form of award agreement
is listed as Exhibit 10.3, to the Current Report on Form 8-K to which this
Exhibit 10.1 is attached and each is hereby incorporated herein by this
reference.

    


    Restricted Stock Units. 
The restricted stock units awarded to the Named Executive Officers entitle the
grantee to receive shares upon the satisfaction of the vesting conditions. 
The restricted stock units are scheduled to vest as to one-third of each award
annually on February 28, 2010, 2011, and 2012.  The
restricted stock units are subject to the terms and conditions of the 2000 LTIP
as well as a Restricted Stock Unit Agreement entered into with each
participant.  The 2000 LTIP is listed as Exhibits 10.5, 10.6 and 10.7, and
the form of award agreement is listed as Exhibit 10.4, to the Current Report on
Form 8-K to which this Exhibit 10.1 is attached and each is hereby incorporated
herein by this reference.