Exhibit 10.14


 


Summary of
Compensation Arrangements for Executive Officers


 


The following table discloses compensation
received during the three fiscal years ended December 31, 2002-2004
by Mr. McKinnish, the Company’s Chief Executive Officer, and by each of
the four remaining most highly paid executive officers who served as executive
officers during 2004:


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Long-Term Compensation

  Awards

  	
   

  	
   

  	
   

  
	
  Name and

  Principal Position

  	
   

  	
  Year

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Restricted

  Stock

  Award(s) ($)

  	
   

  	
  Securities

  Underlying

  Options (#)

  	
   

  	
  All Other

  Compensation($) (2)

  	
   

  
	
  Annual compensation(1)

  
	
  Salary($)

  	
   

  	
  Bonus($)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stephen P.
  Munn 

  	
   

  	
  2004

  	
   

  	
  $

  	
  480,000

  	
   

  	
  $

  	
  100,000

  	
   

  	
  —

  	
   

  	
  5,000

  	
   

  	
  $

  	
  8,667

  	
   

  
	
  Chairman

  	
   

  	
  2003

  	
   

  	
  480,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  9,333

  	
   

  
	
   

  	
   

  	
  2002

  	
   

  	
  462,250

  	
   

  	
  200,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  7,467

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richmond D.
  McKinnish 

  	
   

  	
  2004

  	
   

  	
  $

  	
  800,000

  	
   

  	
  $

  	
  850,000

  	
   

  	
  —

  	
   

  	
  100,000

  	
   

  	
  $

  	
  10,667

  	
   

  
	
  President
  and Chief 

  	
   

  	
  2003

  	
   

  	
  725,000

  	
   

  	
  800,000

  	
   

  	
  —

  	
   

  	
  100,000

  	
   

  	
  9,333

  	
   

  
	
  Executive
  Officer

  	
   

  	
  2002

  	
   

  	
  685,000

  	
   

  	
  600,000

  	
   

  	
  —

  	
   

  	
  100,000

  	
   

  	
  7,467

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Carol P. Lowe(3) 

  	
   

  	
  2004

  	
   

  	
  $

  	
  188,333

  	
   

  	
  $

  	
  200,000

  	
   

  	
  $

  	
  91,665

  	
  (5)

  	
  12,000

  	
   

  	
  $

  	
  8,667

  	
   

  
	
  Vice
  President and 

  	
   

  	
  2003

  	
   

  	
  137,800

  	
   

  	
  75,000

  	
   

  	
  —

  	
   

  	
  2,000

  	
   

  	
  7,512

  	
   

  
	
  Chief
  Financial Officer

  	
   

  	
  2002

  	
   

  	
  125,583

  	
   

  	
  50,000

  	
   

  	
  —

  	
   

  	
  1,000

  	
   

  	
  6,800

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kevin G.
  Forster 

  	
   

  	
  2004

  	
   

  	
  $

  	
  210,000

  	
   

  	
  $

  	
  200,000

  	
   

  	
  $

  	
  122,220

  	
  (5)

  	
  5,000

  	
   

  	
  $

  	
  10,667

  	
   

  
	
  President,
  Asia-Pacific

  	
   

  	
  2003

  	
   

  	
  187,000

  	
   

  	
  115,000

  	
   

  	
  —

  	
   

  	
  7,500

  	
   

  	
  9,333

  	
   

  
	
   

  	
   

  	
  2002

  	
   

  	
  177,000

  	
   

  	
  80,000

  	
   

  	
  —

  	
   

  	
  1,000

  	
   

  	
  17,662

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Steven J.
  Ford

  	
   

  	
  2004

  	
   

  	
  $

  	
  230,000

  	
   

  	
  $

  	
  165,000

  	
   

  	
  $

  	
  152,775

  	
  (5)

  	
  5,000

  	
   

  	
  $

  	
  8,667

  	
   

  
	
  Vice
  President, Secretary

  	
   

  	
  2003

  	
   

  	
  200,000

  	
   

  	
  115,000

  	
   

  	
  —

  	
   

  	
  15,000

  	
   

  	
  8,000

  	
   

  
	
  and General
  Counsel

  	
   

  	
  2002

  	
   

  	
  190,000

  	
   

  	
  100,000

  	
   

  	
  —

  	
   

  	
  6,000

  	
   

  	
  6,800

  	
   

  



 










 


(1)          Includes amounts earned
in fiscal year.


(2)          For the executive
officers other than Mr. Forster, includes only contributions by the
Company to the Company 401(k) plan.


(3)          Mrs. Lowe was
appointed Vice President and Chief Financial Officer, effective May 6,
2004.


(4)          Includes the following
contributions by the Company to the Company 401(k) plan: (i) 2002 -
$6,800, (ii) 2003 - $9,333, and (iii) 2004 - $10,667, and a $10,862
cost of living reimbursement attributable to overseas assignment in 2002.


(5)          Mrs. Lowe holds
1,500 restricted Shares which are valued at $97,300 on December 31,
2004.  Mr. Forster holds 2,000
restricted Shares which are valued at $129,840 on December 31, 2004.  Mr. Ford holds 2,500 restricted Shares
which are valued at $162,300 on December 31, 2004.  All of the restricted Shares were awarded on April 20,
2004 and vest on December 31, 2006. 
During the period these Shares remain restricted, Mrs. Lowe and Messrs. Forster
and Ford will receive any dividend declared on such Shares.


 





















 


In addition, at its February 1, 2005 meeting, the
Compensation Committee approved the following annual salaries for 2005 for the
named executive officers:  (i) Stephen
P. Munn - $525,000, (ii) Richmond D. McKinnish - $850,000, (iii) Carol
P. Lowe - $250,000, (iv) Kevin G. Forster - $240,000, and (v) Steven
J. Ford - $245,000.  The Compensation
Committee also awarded the named executive officers options to acquire shares
of the Company’s common stock (the “Shares”) and restricted Shares as follows: (i) Stephen
P. Munn – 10,000 options, (ii) Richmond D. McKinnish – 70,000 options and
10,000 restricted Shares, (iii) Carol P. Lowe – 8,000 options and 1,000
restricted Shares, (iv) Kevin G. Forster – 8,000 options and 1,000
restricted Shares, and (v) Steven J. Ford – 8,000 options and 1,000
restricted Shares.  The options were
awarded at an option price of $64.18, which was equal to the closing market
price of the Shares on the date of grant. 
All options expire ten (10) years following the date of grant.  Each restricted Share was valued at $64.18,
which was equal to the closing market price of the Share on the date of
grant.  The restricted Shares vest on December 31,
2007.  During the period the Shares
remain restricted, and Mrs. Lowe and Messrs. McKinnish, Forster and
Ford will receive any dividend declared on such Shares.


 


The pension plans of the Company and its subsidiaries
provide defined benefits including a cash balance formula whereby participants
accumulate a cash balance benefit based upon a percentage of compensation
allocation made annually to the participants’ cash balance accounts.  The allocation percentage ranges from 2% to
7% and is determined on the basis of each participant’s years of service.  The cash balance account is further credited
with interest annually.  The interest
credit is based on the One Year Treasury Constant Maturities as published in
the Federal Reserve Statistical Release over the one year period ending on the December 31st
immediately preceding the applicable plan year (with a minimum of 4.00%).  The interest rate for the plan year ending December 31,
2004 was 4.00%.  Compensation covered by
the pension plan of the Company and its subsidiaries includes total cash
remuneration in the form of salaries and bonuses, including amounts deferred
under Sections 401(k) and 125 of the Internal Revenue Code of 1986, as amended
(the “Code”).


 


The annual annuity benefit payable starting
at normal retirement age (age 65 with five years of service) as accrued through
December 31, 2004 under the pension plans of the Company and its
subsidiaries for the executives named in the Summary Compensation table were as
follows:  Mr. Munn, $400,000; Mr. McKinnish,
$435,577; Mrs. Lowe, $3,588; Mr. Forster, $29,133; and Mr. Ford,
$21,141.


 


Section 401(a)(17) of the Code currently
places a limit of $205,000 on the amount of annual compensation covered under a
qualified pension plan such as the one maintained by the Company (the “Retirement
Plan”).  Under an unfunded supplemental
pension plan maintained by the Company, the Company will make payments as
permitted by the Code to plan participants in an amount equal to the
difference, if any, between the benefits that would have been payable under the
Retirement Plan without regard to the limitations imposed by the Code and the
actual benefits payable under the Retirement Plan as so limited.


 


Each named executive officer participates in
the Company’s executive severance program providing for benefits in the event
of a “change of control” (defined generally as an acquisition of twenty percent
(20%) or more of the outstanding voting shares of the Company or a change in
the majority of the Company’s Board of Directors).  In the event of a termination of the named
executive officer’s employment within three (3) years of a “change in
control,” the officer is entitled to three (3) years’ compensation,
including bonus, retirement benefits equal to the benefits the officer would
have received had the officer completed three additional years of employment,
continuation of all life, accident, health, savings and other fringe benefits
for three years, and relocation assistance. 
A copy of the Company’s form Executive Severance Agreement is on file as
an Exhibit to the Company’s Annual Report on Form 10-K for the
year-ended December 31, 1990 and is incorporated herein by reference.