84 / 111
83
Perquisites and Other Personal Benefits
The primary benefits for the Company’s executives include participation in the Company’s broad-based
plans: the 401(k) plan (which has previously included matching Company contributions); health, dental and vision
coverage; life insurance; paid time off; and paid holidays. The Company terminated its health, dental and vision
plan, as well as its 401(k) plan in the first quarter of 2016 as one of its cost-conservation measures. The Company’s
NEOs are not generally entitled to significant perquisites or other personal benefits not offered generally to the
Company’s employees.
Summary Compensation Table
Set out below is a summary of compensation paid to the Company’s NEOs during the year ended December 31,
2015 and the year ended December 31, 2014:
Name and principal
position
Year
Salary ($)
Bonus ($)
Option
Awards
(1)
($)
All other
compensation
($)
(2)
Total
($)
2015
252,000
-
16,213
3,780
271,993
Randall J. Scott,
President and CEO
2014
252,000
-
-
10,080
262,080
2015
238,800
-
8,107
4,092
250,999
Jaye T. Pickarts,
COO
2014
238,800
-
-
9,404
248,204
2015
230,000
-
8,107
3,067
241,173
Paul H. Zink,
SVP and CFO
2014
230,000
-
30,734
6,133
266,867
(1)The grant date fair value of option-based awards is determined by the Black-Scholes Option Pricing Model
with certain assumptions for the risk-free interest rate, dividend yields, volatility factors of the expected
market price of the Company’s common shares and expected life of the options.
(2)All other compensation includes 401(k) matching by the Company.
Narrative Discussion of Compensation and Plan-Based Awards
Employment and Severance Compensation Agreements
The Company currently has employment agreements with certain executive officers, including
Messrs. Scott and Pickarts (collectively, the “Employment Agreements”). The material terms of these Employment
Agreements have included (a) employment for an indefinite term unless employment is terminated as provided in
the agreement; (b) severance arrangements, including upon a change in control; (c) a base salary; and
(d) participation in the stock option plans of the Company (as described below), the incentive bonus, and in such of
the Company’s benefit plans as are from time to time available to executive officers of the Company. See section
entitled “Base Salary” above for current base salary information.
In December 2012, the NCG&C Committee recommended, and the Board of Directors approved, a form of
Severance Compensation Agreement to be offered to the Company’s executives and certain key employees. These
agreements were offered as a replacement to prior employment agreements as described above. On April 24, 2013,
Mr. Scott entered into a Severance Compensation Agreement with the Company. Mr. Zink entered into his
Severance Compensation Agreement on June 16, 2014, following a six-month waiting period after his appointment
on December 12, 2013. Mr. Pickarts did not enter into a Severance Compensation Agreement, but is subject to his
employment agreement dated March 1, 2011.
The key terms of the Severance Compensation Agreement include (a) defined benefits for a qualified
termination, defined as one without cause or a resignation with good reason; (b) defined benefits for a qualified
termination within 12 months following a change of control; and (c) coverage under the Consolidated Omnibus
Budget Reconciliation Act of 1985 (“COBRA”) for 12 months following a qualifying termination. Mr. Pickarts’
employment agreement has some variation in the benefits, as further set forth in the section entitled “Potential
Payments upon Termination or Change of Control.” See that section below for a further description of the benefits
upon a qualifying termination.