89 / 111
88
The table below sets out the estimated payments due to each of the NEOs employed by the Company as of
December 31, 2015 upon a qualifying termination or resignation within 12 months following a change of control
assuming termination or resignation on December 31, 2015.
Base Salary
(2x annual)
Bonus
All Other
Compensation
(1)
Total
Name
($)
($)
($)
($)
Randall J. Scott
504,000
-
-
504,000
Jaye T. Pickarts
477,600
-
-
477,600
Paul H. Zink
460,000
-
-
460,000
(1)
Salary and bonus payments, if applicable, are made in lump sum for each NEO upon a qualifying
termination.
Director Compensation
As of December 31, 2015, the outside directors, other than the Chairman, receive annual compensation of
$10,000, paid pro rata on a quarterly basis. The Chairman receives annual compensation of $30,000 per year. The
directors of the Company are encouraged to hold common shares in the Company, thereby aligning their interests
with those of the shareholders. In addition to the annual compensation and stock option awards, the Company pays
compensation to the chairs of each of the Audit Committee, NCG&C Committee and Finance Committee of $5,000
per year. Director compensation did not change in the year 2015; however, in December 2015, the Board
determined that director annual compensation would be suspended beginning in January 2016 until further notice to
support the Company’s cash conservation measures.
The following table sets forth information regarding the compensation received by each of the Company’s
outside directors during the year ended December 31, 2015:
Fees earned or
paid in cash
Option awards
(2)
All other
compensation
Total
Name
(1)
($)
($)
($)
($)
M. Norman Anderson
7,500
28,650
-
36,150
Norman W. Burmeister
7,500
28,650
-
36,150
Paul J. Schlauch
11,250
28,650
-
39,900
Patrick James
7,500
-
-
7,500
Lowell Shonk
20,716
28,650
-
49,366
Gerald W. Grandey
13,654
28,650
-
42,304
F. Steven Mooney
7,500
28,650
-
36,150
(1)
Mr. Scott’s director compensation is included in the NEO Summary Compensation Table.
(2)
The grant date fair value of option-based awards which are granted during the year ended
December 31, 2015 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 the expected life of the options. All options granted
expire five years after the grant date. All options have the same vesting schedule: 20 percent vest after
4, 8, 12, 15 and 18 months after the grant date until fully vested.