/__/
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
|
1.
|
To
elect as directors of the Company the seven nominees named in the
accompanying proxy statement to serve until the next annual meeting of
stockholders (Proposal 1);
|
2.
|
To
ratify the selection of KPMG LLP, independent registered public accounting
firm, as the Company’s independent registered public accountant for the
fiscal year ending January 2, 2010 (Proposal 2);
and
|
3.
|
To
transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof in accordance with the
provisions of the Company’s bylaws.
|
By
Order of the Board,
|
John
F. Sterling
|
|
Secretary
|
Page
|
||
QUESTIONS
AND ANSWERS ABOUT VOTING.
|
2
|
|
CORPORATE
GOVERNANCE
|
5
|
|
Independent
Directors
|
5
|
|
Meetings of the
Board
|
5
|
|
Stockholder Communications with
the Board
|
5
|
|
Chairman of the
Board
|
5
|
|
Lead Director
|
5
|
|
Committees of the
Board
|
5
|
|
Code of Business
Conduct
|
8
|
|
Governance
Documents
|
8
|
|
Compensation Committee
Interlocks and Insider Participation
|
8
|
|
PROPOSAL
1 - ELECTION OF DIRECTORS
|
9
|
|
Introduction
|
9
|
|
Director Nomination
Process
|
11
|
|
Required Vote
|
11
|
|
Recommendation of the
Board
|
11
|
|
OUR
MANAGEMENT
|
12
|
|
Executive Officers and
Directors
|
12
|
|
EXECUTIVE
COMPENSATION
|
14
|
|
Compensation Discussion and
Analysis
|
14
|
|
Compensation Committee
Report
|
20
|
|
Summary Compensation
Table
|
21
|
|
Grants of Plan-Based
Awards
|
23
|
|
Mr. Stuewe’s Employment
Agreement
|
24
|
|
Outstanding Equity Awards at
Fiscal Year-End
|
25
|
|
Option Exercises and Stock
Vested
|
25
|
|
Pension
Benefits
|
26
|
|
Potential Payments upon
Termination or Change of Control
|
26
|
|
Compensation of
Directors
|
33
|
|
Equity Compensation
Plans
|
34
|
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
35
|
|
Security Ownership of Certain
Beneficial Owners
|
35
|
|
Security Ownership of
Management
|
36
|
|
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL
PERSONS
|
36
|
|
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
36
|
|
REPORT
OF THE AUDIT COMMITTEE
|
37
|
|
PROPOSAL
2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
|
38
|
|
Pre-approval
Policy
|
38
|
|
Required Vote
|
39
|
|
Recommendation of the
Board
|
39
|
|
OTHER
MATTERS
|
39
|
|
ADDITIONAL
INFORMATION
|
39
|
|
Stockholder Proposals for
Inclusion in Our 2009 Annual Meeting Proxy Statement and Proxy
Card
|
39
|
·
|
the
election of the seven nominees identified in this proxy statement as
directors, each for a term of one year (“Proposal 1”);
and
|
·
|
the
ratification of the selection of KPMG LLP as our independent registered
public accounting firm for our fiscal year ending January 2, 2010
(“Proposal 2”).
|
Important
Notice Regarding the Availability of Proxy Materials for
the
Stockholder Meeting to Be Held on May 12, 2009
The
Proxy Statement and the 2008 Annual Report to security holders are
available at
www.edocumentview.com/DAR
|
●
|
convening
and chairing meetings of the non-employee directors as necessary from time
to time;
|
●
|
coordinating
the work and meetings of the standing committees of the
board;
|
●
|
acting
as liaison between directors, committee chairs and management;
and
|
●
|
serving
as an information resource for other
directors.
|
●
|
identifying,
reviewing, evaluating and recommending potential candidates to serve as
directors of our company;
|
●
|
recommending
to the Board the number and nature of standing and special committees to
be created by the Board;
|
●
|
recommending
to the Board the members and chairperson for each Board
committee;
|
●
|
developing,
recommending and annually reviewing and assessing our Corporate Governance
Guidelines and Code of Business Conduct and making recommendations for
changes to the Board;
|
●
|
establishing
and annually re-evaluating and recommending to the Board the standards for
criteria for membership for, and the process of selection of, new and
continuing directors for the Board;
|
●
|
communicating
with our stockholders regarding nominees for the Board and considering
whether to recommend these nominees to the Board;
|
●
|
evaluating
annually the status of Board compensation in relation to comparable U.S.
companies and reporting its findings to the Board, along with its
recommendation of general principles to be used in determining the form
and amount of director compensation;
|
●
|
periodically
reviewing corporate governance matters generally and recommending action
to the Board where appropriate;
|
●
|
reviewing
and addressing any potential conflicts of interest of our directors and
executive officers;
|
●
|
developing
criteria for and assisting the Board in its annual self-evaluation;
and
|
●
|
overseeing
the annual evaluation of management of our company, including oversight of
the evaluation of our Chief Executive Officer by the Compensation
Committee.
|
●
|
appointing,
compensating, retaining, directing and overseeing our independent
auditors;
|
●
|
reviewing
and discussing with management and our independent auditors the adequacy
of our disclosure controls and procedures and internal accounting controls
and other factors affecting the integrity of our financial
reports;
|
●
|
reviewing
and discussing with management and our independent auditors critical
accounting policies and the appropriateness of these
policies;
|
●
|
reviewing
and discussing with management and our independent auditors any material
financial or non-financial arrangements that do not appear on the
financial statements and any related party transactions;
|
●
|
reviewing
our annual and interim reports to the SEC, including the financial
statements and the “Management’s Discussion and Analysis” portion of those
reports and recommending appropriate action to the Board;
|
●
|
discussing
our audited financial statements and any reports of our independent
auditors with respect to interim periods with management and our
independent auditors, including a discussion with our independent auditors
regarding the matters to be discussed by Statement of Auditing Standards
No. 61 and No. 90;
|
●
|
reviewing
relationships between our independent auditors and our company in
accordance with Independence Standards Board Standard No. 1;
|
●
|
inquiring
of management and our independent auditors about significant risks or
exposures and assessing the steps management has taken to minimize those
risks;
|
●
|
preparing
the report of the audit committee required to be included in our proxy
statement; and
|
●
|
creating
and periodically reviewing our whistleblower
policy.
|
●
|
establishing
and reviewing our overall compensation philosophy and
policies;
|
●
|
determining
and approving the compensation level of our Chief Executive
Officer;
|
●
|
reviewing
and approving corporate goals and objectives relevant to the compensation
of our executive officers;
|
●
|
evaluating
at least annually the performance of our Chief Executive Officer and other
executive officers in light of the approved goals and
objectives;
|
●
|
examining
and making recommendations to the Board with respect to the overall
compensation program for managerial level employees;
|
●
|
reviewing
and recommending to the Board for approval new compensation
programs;
|
●
|
reviewing
our incentive compensation, equity-based and other compensation plans and
perquisites on a periodic basis;
|
●
|
reviewing
employee compensation levels generally;
|
●
|
drafting
and discussing our Compensation Discussion and Analysis required to be
included in our annual proxy statement and recommending its inclusion to
the Board; and
|
●
|
preparing
the report of the compensation committee for inclusion in our annual proxy
statement.
|
Name
|
Age
|
Principal
Occupation
|
||
Randall
C. Stuewe
|
46
|
Mr.
Stuewe has served as our Chairman and Chief Executive Officer since
February 2003. From 1996 to 2002, Mr. Stuewe worked for ConAgra
Foods, Inc. as executive vice president and most recently as president of
Gilroy Foods. Prior to serving at ConAgra Foods, he spent
twelve years in management, sales and trading positions at Cargill,
Incorporated.
|
||
O.
Thomas Albrecht
|
62
|
Mr.
Albrecht was employed by McDonald’s Corporation from 1977 until his
retirement in March 2001. Most recently, from 1995 until March
2001, Mr. Albrecht served as a senior vice president and chief purchasing
officer of McDonald’s Corporation. Since March 1, 2007, Mr.
Albrecht has served as President of R&J Construction Supply,
Inc. Mr. Albrecht has served as a director of our company
since May 2002.
|
||
C.
Dean Carlson
|
71
|
Mr.
Carlson served as chairman of National By-Products, LLC (“NBP”) from
January 1990 until May 2006. He also served as NBP’s President
and Chief Executive Officer from January 1990 until January
2001. He served in several other positions at NBP from 1964
through 1989. Mr. Carlson has served as a director of our
company since May 2006.
|
||
Marlyn
Jorgensen
|
69
|
Mr.
Jorgensen served as a director of NBP from 1990 until May
2006. Since 1974, Mr. Jorgensen has been a member of the
American Soybean Association and served as its president in
1990. He is also a member of the Iowa Farm Bureau and Iowa
Producers Cooperative, in each of which he has held numerous
positions. Mr. Jorgensen has served as a director of our
company since May 2006.
|
Name
|
Age
|
Principal
Occupation
|
||
Charles
Macaluso
|
65
|
Since
1998, Mr. Macaluso has been a principal of Dorchester Capital, LLC, a
management consulting and corporate advisory service firm focusing on
operational assessment, strategic planning and workouts. From
1996 to 1998, he was a partner at Miller Associates, Inc., a workout,
turnaround partnership focusing on operational assessment, strategic
planning and crisis management. Mr. Macaluso currently serves
as a director of the following companies: Global Crossing Ltd.
(NASDAQ: GLBC), where he serves on the audit committee; Lazy Days RV
SuperCenters, Inc., where he serves on the audit committee; GEO Specialty
Chemicals, where he serves as the chairman of the board and a member of
the audit committee; Global Power Equipment Group Inc., where he serves as
chairman of the board; and Wellman Inc., where he serves as chairman of
the board. Mr. Macaluso has served as a director of our company
since May 2002.
|
||
John
D. March
|
61
|
Mr.
March was employed by Cargill, Incorporated from 1971 until his retirement
in December 2007, where he held a variety of managerial positions
throughout his career. Most recently, from January 2000 until
December 2007, Mr. March served as Corporate Vice President Platform
Leader – Cargill Grain and Oilseed Supply Chain; Cargill Food Ingredients
– North America. Mr. March currently serves as a director of
BioFuel Energy Corp. Mr. March has served as a director of our
company since March 2008.
|
||
Michael
Urbut
|
60
|
Mr.
Urbut has served as a director of FSB Global Holdings, Inc. or its
predecessor Fresh Start Bakeries, Inc. since May 1999 and currently serves
as chair of its audit committee. Previous to 1999, Mr. Urbut
worked in various management capacities at several foodservice-related
companies. Mr. Urbut has served as a director of our company
since May 2005.
|
●
|
highest
personal and professional ethics, integrity and values;
|
●
|
outstanding
achievement in the individual’s personal career;
|
●
|
breadth
of experience;
|
●
|
ability
to make independent, analytical inquiries;
|
●
|
ability
to contribute to a diversity of viewpoints among board
members;
|
●
|
willingness
and ability to devote the time required to perform board activities
adequately (in this regard, the committee will consider the number of
other boards of directors on which the individual serves);
and
|
●
|
ability
to represent the total corporate interests of our company (a director will
not be selected to, nor will he or she be expected to, represent the
interests of any particular group).
|
Name
|
Age
|
Position
|
||
Randall
C. Stuewe
|
46
|
Chairman
of the Board and
Chief
Executive Officer
|
||
John
O. Muse
|
60
|
Executive
Vice President – Finance
and Administration
|
||
Neil
Katchen
|
63
|
Executive
Vice President – Chief Operating Officer,
Retail
and Service
|
||
Mitchell
Kilanowski
|
57
|
Executive
Vice President – Commodities
|
||
Mark
A. Myers
|
57
|
Executive
Vice President – Chief Operating Officer, Midwest
Rendering
|
||
Robert
H. Seemann
|
58
|
Executive
Vice President – Sales
and Services
|
||
John
F. Sterling
|
45
|
Executive
Vice President – General Counsel and Secretary
|
||
O. Thomas
Albrecht (1) (2)
|
62
|
Director
|
||
C.
Dean Carlson (1)
(2)
|
71
|
Director
|
||
Marlyn
Jorgensen (2)
(3)
|
69
|
Director
|
||
Charles
Macaluso (2) (3)
|
65
|
Director
|
||
John
D. March (1)
(2)
|
61
|
Director
|
||
Michael
Urbut (1) (2)
(3) (4)
|
60
|
Director
|
(1)
|
Member
of the audit committee.
|
(2)
|
Member
of the compensation committee.
|
(3)
|
Member
of the nominating and corporate governance committee.
|
(4)
|
In
accordance with requirements of the SEC and the NYSE listing requirements,
the Board has designated Mr. Urbut as an audit committee financial
expert.
|
·
|
base
salary;
|
·
|
annual
incentive bonus;
|
·
|
long-term
incentive compensation;
|
·
|
retirement
benefits; and
|
·
|
perquisites
and other personal benefits.
|
·
|
the
desire to ensure that a substantial portion of potential total
compensation is performance-based;
and
|
·
|
the
advice of Hewitt as to compensation practices at other companies in the
Comparison Group, as well as general information on “best practices” among
high-performing companies.
|
·
|
reasonable
growth expectations taking into account a variety of circumstances faced
by our company;
|
·
|
commodity
market conditions and the related impact on our finished products and
energy costs;
|
·
|
prior
fiscal year EBITDA; and
|
·
|
stockholder
value.
|
·
|
achieving
pre-established levels of selling, general and administrative
expenses;
|
·
|
achieving
certain per unit operating costs;
|
·
|
achieving
sales growth;
|
·
|
achieving
safety goals; and
|
·
|
achieving
certain strategic initiatives.
|
The
Compensation Committee
O.
Thomas Albrecht, Chairman
|
|
C.
Dean Carlson
|
|
Marlyn
Jorgensen
|
|
Charles
Macaluso
|
|
John
D. March
|
|
Michael
Urbut
|
Name
and
Principal
Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive
Plan
Compen-
sation (4)
|
Change
in Pension Value and
Nonqualified
Deferred Compen-
sation
Earnings
(7)
|
All
Other
Compen-
sation
|
Total
|
Randall
C. Stuewe
|
2008
|
$637,000
|
—
|
$186,500 (2)
|
—
|
$2,278,620
|
$15,843
|
$32,941
|
(8)
|
$3,150,904
|
Chairman
and
|
2007
|
600,000
|
$505,902 (1)
|
93,000 (3)
|
—
|
1,197,003
|
17,019
|
24,734
|
2,437,658
|
|
Chief
Executive Officer
|
2006
|
525,000
|
250,000 (5)
|
200,600 (6)
|
—
|
—
|
16,552
|
19,167
|
1,011,319
|
|
|
|
|
||||||||
John
O. Muse
|
2008
|
331,250
|
—
|
72,000 (2)
|
—
|
844,688
|
62,258
|
33,766
|
(9)
|
1,343,962
|
Executive
Vice President –
|
2007
|
309,000
|
336,425 (1)
|
36,000 (3)
|
—
|
440,326
|
55,276
|
20,991
|
1,198,018
|
|
Finance
and Administration
|
2006
|
300,000
|
150,000 (5)
|
133,399 (6)
|
—
|
—
|
49,449
|
15,656
|
648,504
|
|
Neil
Katchen
|
2008
|
265,000
|
—
|
67,000 (2)
|
—
|
413,069
|
6,799
|
27,971
|
(10)
|
779,839
|
Executive
Vice President –
|
2007
|
250,000
|
126,476 (1)
|
34,000 (3)
|
—
|
253,124
|
38,870
|
10,737
|
713,207
|
|
COO,
Retail and Service
|
2006
|
240,000
|
50,000 (5)
|
50,150 (6)
|
—
|
—
|
32,292
|
2,772
|
375,214
|
|
|
||||||||||
Mark
A. Myers
|
2008
|
445,403
|
—
|
—
|
—
|
489,888
|
4,732
|
24,755
|
(11)
|
964,778
|
Executive
Vice President –
|
2007
|
427,215
|
126,476 (1)
|
—
|
—
|
317,741
|
—
|
32,561
|
903,993
|
|
COO,
Midwest Rendering
|
2006
|
271,000
|
—
|
50,150 (6)
|
—
|
—
|
—
|
27,796
|
348,946
|
|
|
||||||||||
John
F. Sterling (13)
|
2008
|
253,000
|
—
|
25,000 (2)
|
—
|
410,751
|
11,058
|
19,951
|
(12)
|
719,760
|
Executive
Vice President –
|
2007
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
General
Counsel and
Secretary
|
2006
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
(1)
|
Represents
cash payments made in fiscal 2007 pursuant to a discretionary plan
relating to the successful integration of NBP.
|
(2)
|
With
respect to Messrs. Stuewe, Muse and Katchen, represents the sum of the
aggregate grant date fair value under SFAS No. 123R of awards of
restricted stock on March 10, 2009 and March 3, 2008 pursuant to the
LTIP. With respect to Mr. Sterling, represents the aggregate
grant date fair value under SFAS No. 123R of an award of restricted
stock on March 10, 2009 pursuant to the LTIP. See “Elements of
Compensation for Fiscal 2008 – Long-Term Incentive Compensation” on page
18. See Note 12 of the consolidated financial statements in our
Annual Report for the fiscal year ended January 3, 2009 regarding
assumptions underlying valuation of equity awards.
|
(3)
|
Represents
the aggregate grant date fair value under SFAS No. 123R of awards of
restricted stock on March 3, 2008 pursuant to the LTIP. See
Note 12 of the consolidated financial statements in our Annual Report for
the fiscal year ended January 3, 2009 regarding assumptions underlying
valuation of equity awards.
|
(4)
|
The
amounts reported in the Non-Equity Incentive Plan Compensation column
reflect the amounts earned and payable to each named executive officer for
fiscal 2008 and 2007, as the case may be, under the applicable annual
incentive plan. For fiscal 2008, these amounts are the actual
amounts earned under the awards described in the fiscal 2008 Grants of
Plan-Based Awards table on page 23. For fiscal 2008, payments
under the annual incentive plan were calculated as described in “Elements
of Compensation for Fiscal 2008 – Annual Incentive Bonus” on page
17.
|
(5)
|
Represents
the closing cash payment pursuant to an Integration Success Incentive
Award Plan paid upon closing of the NBP Acquisition (the “Integration
Success Incentive Award Plan”).
|
(6)
|
Represents
the aggregate grant date fair value under SFAS No. 123R of the
additional stock-based compensation paid in our common stock pursuant to
the Integration Success Incentive Award Plan. See Note 12 of
the consolidated financial statements in our Annual Report for the fiscal
year ended January 3, 2009 regarding assumptions underlying valuation of
equity awards.
|
(7)
|
Historically,
our company has used an October 1 measurement date for its defined benefit
plans. Our company changed to a fiscal year end measurement
date at the end of fiscal 2008 as required by SFAS 158, Employers’ Accounting for
Defined Benefit Pension and Other Post-Retirement Plans – an Amendment of
FASB Statements No. 87, 88, 106 and 132(R). Thus, the
item for fiscal 2008 represents the change in the actuarial present value
of the named executive officers’ accumulated benefits under the Darling
International Inc. Salaried Employees’ Retirement Plan from October 1,
2007 to January 3, 2009. This change is the difference between
the fiscal 2007 and fiscal 2008 measurements of the present value,
assuming that benefit is not paid until age 65. The item for
fiscal 2007 represents the change in the actuarial present value of the
named executive officers’ accumulated benefits from October 1, 2006 to
October 1, 2007. This change is the difference between the
fiscal 2006 and fiscal 2007 measurements of the present value, assuming
that benefit is not paid until age 65. Each of these amounts
was computed using the same assumptions used for financial statement
reporting purposes under FAS 87, Employers’ Accounting for
Pensions as described in Note 13 of the consolidated financial
statements in our Annual Report for the fiscal year ended January 3,
2009.
|
(8)
|
Represents
$17,783 in personal auto use, $5,407 in club dues paid by our company,
$551 in group life and $9,200 in employer contributions to our company’s
401(k) plan.
|
(9)
|
Represents
$13,223 in personal auto use, $5,407 in club dues paid by our company,
$1,336 in group life and $13,800 in employer contributions to our
company’s 401(k) plan.
|
(10)
|
Represents
$12,309 in personal auto use, $1,862 in group life and $13,800 in employer
contributions to our company’s 401(k) plan.
|
(11)
|
Represents
$12,000 in auto allowance, $1,255 in group life and $11,500 in employer
contributions to our company’s 401(k) plan.
|
(12)
|
Represents
$9,218 in personal auto use, $1,533 in club dues paid by our company and
$9,200 in employer contributions to our company’s 401(k)
plan.
|
(13)
|
Mr.
Sterling did not become a named executive officer until fiscal
2008. Accordingly, no information is given in this table for
fiscal years prior to 2008.
|
Name
|
Grant
Date
|
Estimated
Future Payouts Under
Non-Equity Incentive Plan
Awards (1)
|
Estimated
Future Payouts Under Equity Incentive Plan
Awards
|
All
Other Stock Awards:
Number
of
Shares
of
Stock
or
Units
(#)
|
All
Other Option
Awards:
Number
of
Securities
Under-
lying
Options
(#)
|
Exercise
or
Base
Price
of Option Awards
($/Sh)
|
|||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#) (2)
|
Maximum
(#)
|
Randall
C.
Stuewe
|
1/11/08
|
$11,148
|
$445,913
|
$2,278,620
|
–
|
126,871
|
–
|
–
|
–
|
–
|
|
John
O.
Muse
|
1/11/08
|
$
4,141
|
$165,625
|
$
844,688
|
–
|
48,980
|
–
|
–
|
–
|
–
|
|
Neil
Katchen
|
1/11/08
|
$
3,313
|
$132,500
|
$
413,069
|
–
|
45,578
|
–
|
–
|
–
|
–
|
|
Mark
A.
Myers
|
1/11/08
|
$
3,824
|
$152,951
|
$
489,888
|
–
|
–
|
–
|
–
|
–
|
–
|
|
John
F.
Sterling
|
1/11/08
|
$
3,160
|
$126,385
|
$
410,751
|
–
|
34,014
|
–
|
–
|
–
|
–
|
|
(1)
|
Non-equity
incentive awards granted each of the named executive officers pursuant to
the 2008 annual incentive plan. These amounts assume
achievement of 100% of the Personal Goals of the personal objective
component of the annual incentive bonus payable pursuant to the annual
incentive plan. Actual payments under these awards have already
been determined and paid and are included in the Non-Equity Incentive Plan
Compensation column of the fiscal year 2008 Summary Compensation
Table. For a detailed discussion of the annual incentive plan
for fiscal year 2008, see “Elements of Compensation for Fiscal 2008 –
Annual Incentive Bonus” on page 17.
|
|
(2)
|
Represents
the Performance Based Restricted Stock underlying the 2008 Restricted
Stock Awards, which stock was granted and issued to the recipients on
March 10, 2009, after it was determined that our company exceeded the
target EBITDA. The number of shares of Performance Based
Restricted Stock issued under the 2008 Restricted Stock Awards was
determined based on the closing price of our company’s common stock on the
NYSE on March 9, 2009. The awards vest in four equal
installments, with the first installment vesting immediately upon the
grant date and the remaining three installments vesting on the next three
anniversary dates of the grant. For a detailed discussion of
the 2008 Restricted Stock Awards, see “Elements of Compensation for Fiscal
2008 – Long-Term Incentive Compensation” on page
18.
|
Option
Awards
|
Stock
Awards
|
|||||||
Name
|
Number
of Securities Underlying Unexercised Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise Price
($)
|
Option
Expiration Date
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares, Units or
Other
Rights That Have Not Vested
(#) (1)
|
Equity
Incentive
Plan
Awards:
Market
or Payout
Value
of Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
($)
|
||
Randall
C. Stuewe
|
150,000
127,100
82,600
|
–
–
–
|
$2.30
$4.16
$3.94
|
07/01/2013
11/19/2014
06/16/2015
|
20,126
|
$119,347
|
||
John
O. Muse
|
46,200
|
–
|
$3.94
|
06/16/2015
|
7,770
|
46,076
|
||
Neil
Katchen
|
41,100
26,700
|
–
–
|
$4.16
$3.94
|
11/19/2014
06/16/2015
|
7,230
|
42,874
|
||
Mark
A. Myers
|
–
|
–
|
–
|
–
|
–
|
–
|
||
John
F. Sterling
|
–
|
–
|
–
|
–
|
–
|
–
|
||
(1)
|
These
shares are part of awards granted on March 3, 2008. The awards
vest in four equal installments. The first installment vested
immediately upon the grant date and the remaining three installments vest
on the next three anniversary dates of the
grant.
|
Option
Awards
|
Stock
Awards
|
|||||
Shares
Acquired
on
Exercise
(#)
|
Value
Realized
on
Exercise
($)
|
Shares
Acquired
on
Vesting
(#)
|
Value
Realized
on
Vesting
($)
|
|||
Randall
C. Stuewe
|
350,000
|
$4,624,500
|
256,709
|
$993,255
|
||
John
O. Muse
|
71,000
|
$788,810
|
2,590
|
$36,001
|
||
Neil
Katchen
|
—
|
—
|
2,410
|
$33,499
|
||
Mark
Myers
|
—
|
—
|
—
|
—
|
||
John
F. Sterling
|
—
|
—
|
—
|
—
|
Name
|
Plan
Name
|
Number
of Years
Credited
Service
(#)
|
Present
Value of
Accumulated
Benefit
($)
|
Payments
During
Last
Fiscal Year
($)
|
|
Randall
C. Stuewe
|
Salaried
Employees’
Retirement
Plan
|
5.83
|
$90,347
|
–
|
|
John
O. Muse
|
Salaried
Employees’
Retirement
Plan
|
11.17
|
$426,302
|
–
|
|
Neil
Katchen
|
Salaried
Employees’
Retirement
Plan
|
38.58
|
$1,070,368
|
–
|
|
Mark
A. Myers
|
Salaried
Employees’
Retirement
Plan
|
1.0
|
$4,732
|
–
|
|
John
F. Sterling
|
Salaried
Employees’
Retirement
Plan
|
1.42
|
$11,058
|
–
|
·
|
Termination
upon Death: In the event that Mr. Stuewe’s employment with our
company terminates as the result of his death, Mr. Stuewe’s designated
beneficiary is entitled to receive the following amounts: (i) accrued
but unpaid base salary through the date of termination, in a lump sum
payment, within thirty days of termination; (ii) earned but unpaid
bonus for a completed fiscal year, in a lump sum payment, within thirty
days of termination; (iii) business expenses and accrued vacation
pay, in a lump sum payment, within thirty days of termination;
(iv) amounts to which Mr. Stuewe is entitled pursuant to Mr. Stuewe’s
participation in employee benefit plans (the above amounts are
collectively referred to as the “Accrued Entitlements” ); and
(v) death benefits equal to two times Mr. Stuewe’s then-effective
base salary pursuant to a group life insurance policy maintained at our
company’s expense.
|
·
|
Termination
upon Disability: In the event that Mr. Stuewe’s employment with
our company terminates as the result of his disability (as defined in his
employment agreement), Mr. Stuewe is entitled to receive (i) the
Accrued Entitlements and (ii) $10,000 per month until Mr. Stuewe
reaches 65 years of age pursuant to a group disability policy maintained
at our company’s expense.
|
·
|
Termination
for Cause; Resignation without Good Reason: If our company
terminates Mr. Stuewe for cause (as defined in his employment agreement
and discussed above) or Mr. Stuewe resigns without good reason (as defined
in his employment agreement and discussed above), Mr. Stuewe is entitled
to receive the Accrued Entitlements
only.
|
·
|
Termination
without Cause; Resignation for Good Reason: If our company
terminates Mr. Stuewe without cause or Mr. Stuewe resigns for good reason
(other than following a change of control), Mr. Stuewe is entitled to
receive the following payments, among others: (i) the
Accrued Entitlements; (ii) a lump sum payment, within thirty days of
the date of termination, equal to two times Mr. Stuewe’s base salary at
the highest rate in effect in the preceding twelve months; and
(iii) an amount equal to the bonus that he would have been entitled
to at year end, but only if our company’s performance to the termination
date would entitle him to the
bonus.
|
·
|
Termination
upon a Change of Control of our company: If our company
terminates Mr. Stuewe without cause within twelve months following a
change of control or Mr. Stuewe resigns within ninety days following a
change of control, Mr. Stuewe is entitled to the following payments, among
others: (i) the Accrued Entitlements; (ii) a lump sum
payment, within thirty days of the date of termination, equal to three
times Mr. Stuewe’s base salary at the highest rate in effect in the
preceding twelve months; and (iii) an amount equal to the bonus that
he would have been entitled to at year end, but only if our company’s
performance to the termination date would entitle him to the
bonus.
|
By
Company
for
Cause
|
Voluntary
Resig-
nation
|
By
Company
Without
Cause
or
Resignation
for
Good
Reason
|
Death
or
Disability
|
Change
in
Control
(Without
Termination)
|
By
Company
Without
Cause
or
Resignation
for
Good
Reason
Following
a
Change
of Control
|
Randall
C. Stuewe
|
||||||||||
Compensation
|
–
|
–
|
$1,274,000
|
(1)
|
–
|
–
|
$1,911,000
|
(2)
|
||
Annual
Incentive Bonus (3)
|
–
|
–
|
2,278,620
|
$2,278,620
|
–
|
2,278,620
|
||||
Excise
Tax Gross-Up
|
–
|
–
|
–
|
–
|
1,481,848
|
(4)
|
||||
Life
Insurance Benefits
|
–
|
–
|
–
|
1,274,000
|
(5)
|
–
|
–
|
|||
Accrued
Vacation (6)
|
$50,000
|
$50,000
|
50,000
|
50,000
|
–
|
50,000
|
||||
Health
and Welfare
|
–
|
–
|
34,000
|
(7)
|
–
|
–
|
50,000
|
(8)
|
||
Disability
Income
|
–
|
–
|
–
|
1,454,000
|
(9)
|
–
|
–
|
|||
Equity
Awards (10)
|
–
|
–
|
119,000
|
119,000
|
$119,000
|
119,000
|
||||
Pension
Accrual (11)
|
–
|
–
|
11,000
|
–
|
–
|
11,000
|
||||
Relocation
Expenses
|
–
|
–
|
(12)
|
–
|
–
|
(12)
|
||||
(1)
|
Reflects
the lump-sum value of the compensation to be paid to Mr. Stuewe in
accordance with his employment agreement, which is two times his base
salary at the highest rate in effect in the preceding twelve
months.
|
|
(2)
|
Reflects
the lump-sum value of the compensation to be paid to Mr. Stuewe in
accordance with his employment agreement, which is three times his base
salary at the highest rate in effect in the preceding twelve
months.
|
|
(3)
|
Reflects
amount due Mr. Stuewe under the 2008 annual incentive plan, which would be
payable to Mr. Stuewe under his employment agreement since our company’s
performance in 2008 would have entitled him to the bonus as of the assumed
date of termination.
|
(4)
|
Reflects
an amount paid in accordance with the terms of Mr. Stuewe’s employment
agreement to cover the excise tax Mr. Stuewe would have incurred as a
result of the termination of his employment following a change of
control.
|
|
(5)
|
Reflects
the lump-sum proceeds payable to Mr. Stuewe’s designated beneficiary upon
his death, which is two times his then-effective base salary from a group
life insurance policy (that is generally available to all salaried
employees) and a supplemental executive life policy maintained by our
company at its sole expense.
|
|
(6)
|
Reflects
lump-sum earned and accrued vacation not taken.
|
|
(7)
|
Reflects
the estimated lump-sum present value of all future premiums paid to or on
behalf of Mr. Stuewe for medical, dental, life and accidental death and
dismemberment, as well as short and long-term disability, which, in
accordance with the terms of Mr. Stuewe’s employment agreement, are to
continue for a two year period after his employment is
terminated.
|
|
(8)
|
Reflects
the estimated lump-sum present value of all future premiums paid to or on
behalf of Mr. Stuewe for medical, dental, life and accidental death and
dismemberment, as well as short and long-term disability, which, in
accordance with the terms of Mr. Stuewe’s employment agreement, are to
continue for a three year period after his employment is terminated
following a change of control.
|
|
(9)
|
Reflects
the lump-sum present value of all future payments that Mr. Stuewe would be
entitled to receive under his employment agreement upon
disability. Mr. Stuewe would be entitled to receive disability
benefits until he reaches age 65.
|
|
(10)
|
Reflects
the acceleration of vesting of 100% of Mr. Stuewe’s shares of unvested
restricted stock awarded March 3, 2008, with the value based on the
closing price of our common stock on January 3, 2009 of $5.93 per
share. There is no acceleration of the vesting of this
restricted stock upon a resignation by Mr. Stuewe for good reason unless
such resignation occurs following a change of control.
|
|
(11)
|
Reflects
the lump-sum present value that Mr. Stuewe would be entitled to receive
pursuant to his employment agreement for pension benefits that would have
accrued under our company’s salaried employees’ pension plan for the two
year period following termination, calculated on his base salary at the
highest rate in effect for the preceding twelve months prior to
termination.
|
|
(12)
|
Pursuant
to the terms of his employment agreement, if Mr. Stuewe is terminated by
our company without cause or resigns for good reason (whether following a
change of control or not), we will reimburse him for reasonable relocation
expenses, which will be limited to realtor fees and closing costs for the
sale of his Texas residence as well as costs of moving from Texas to
California. These expenses are not reasonably
estimable.
|
By
Company
for
Cause
|
Voluntary
Resig-
Nation
|
By
Company
Without
Cause (1)
|
Death
or
Disability
|
Change
in
Control
(Without
Termination)
|
By
Company
Without
Cause
or
Resignation
Within
90 Days
Following
a
Change
of Control
|
John
O. Muse
|
|||||||||||
Compensation
|
–
|
–
|
$478,000
|
(2)
|
–
|
–
|
$994,000
|
(3)
|
|||
Excise
Tax Gross-Up
|
–
|
–
|
–
|
–
|
–
|
(4)
|
|||||
Life
Insurance Benefits
|
–
|
–
|
–
|
1,100,000
|
(5)
|
–
|
–
|
||||
Accrued
Vacation (6)
|
$32,000
|
$32,000
|
32,000
|
32,000
|
–
|
32,000
|
|||||
Health
and Welfare
|
–
|
–
|
24,000
|
(7)
|
–
|
–
|
45,000
|
(8)
|
|||
Disability
Income
|
–
|
–
|
–
|
514,000
|
(9)
|
–
|
–
|
||||
Executive
Outplacement
|
–
|
–
|
10,000
|
(10)
|
–
|
–
|
10,000
|
(10)
|
|||
Equity
Awards (11)
|
–
|
–
|
46,000
|
46,000
|
$46,000
|
46,000
|
|||||
(1)
|
All
benefits payable to Mr. Muse upon termination by our company without cause
(unless the termination follows a change of control) may end or be reduced
due to his obligation to seek other employment as required by his
severance agreement.
|
|
(2)
|
Reflects
the estimated present value of 18 months of compensation based on Mr.
Muse’s base salary at January 3, 2009, to be paid to Mr. Muse in
accordance with the terms of his severance agreement.
|
|
(3)
|
Reflects
the lump-sum value of the compensation to be paid to Mr. Muse in
accordance with his severance agreement, which is equal to three times his
base salary at the highest rate in effect in the preceding twelve
months.
|
|
(4)
|
Assuming
a termination date of January 3, 2009, payments owed to Mr. Muse did not
trigger an excise tax penalty. Pursuant to the terms of his
severance agreement, if Mr. Muse’s employment is terminated following a
change of control and an excise tax penalty is consequently imposed on Mr.
Muse, our company would be required to make a gross-up payment to Mr. Muse
sufficient to cover the excise tax.
|
|
(5)
|
Reflects
the lump-sum proceeds payable to Mr. Muse’s designated beneficiary upon
his death, which is two times his then-effective base salary, capped at
$350,000, from a group life insurance policy that is generally available
to all salaried employees and is maintained by our company at its sole
expense, plus an additional amount equal to three times his then-effective
base salary, capped at $750,000, from a supplemental executive life policy
maintained by our company at its sole expense.
|
|
(6)
|
Reflects
lump-sum earned and accrued vacation not taken.
|
|
(7)
|
Reflects
the estimated lump-sum present value of all future premiums paid to or on
behalf of Mr. Muse for medical, dental, life and accidental death and
dismemberment, as well as short and long-term disability, which, in
accordance with the terms of Mr. Muse’s severance agreement, are to
continue for eighteen months after his employment is
terminated.
|
|
(8)
|
Reflects
the estimated lump-sum present value of all future premiums paid to or on
behalf of Mr. Muse for medical, dental, life and accidental death and
dismemberment, as well as short and long-term disability, which, in
accordance with the terms of Mr. Muse’s severance agreement, are to
continue for a three year period after his employment is terminated
following a change of control.
|
(9)
|
Reflects
the lump-sum present value of all future payments that Mr. Muse would be
entitled to receive upon disability under a long-term disability policy
maintained by our company at its sole expense. Mr. Muse would
be entitled to receive up to 60% of his base salary annually, with the
monthly benefit limited to no greater than $10,000, until the age of
65.
|
|
(10)
|
Reflects
the present value of outplacement fees to be paid by our company to assist
Mr. Muse in obtaining employment following termination.
|
|
(11)
|
Reflects
the acceleration of vesting of 100% of Mr. Muse’s shares of unvested
restricted stock awarded March 3, 2008, with the value based on the
closing price of our common stock on January 3, 2009 of $5.93 per
share.
|
By
Company
For
Cause
|
Voluntary
Resignation
|
By
Company
Without
Cause
(1)
|
Death
or
Disability
|
Change
in
Control
(With
or Without
Termination)
(2)
|
Neil
Katchen
|
||||||||
Compensation
|
–
|
–
|
258,000
|
(3)
|
–
|
–
|
||
Life
Insurance Benefits
|
–
|
–
|
–
|
1,100,000
|
(4)
|
–
|
||
Accrued
Vacation (5)
|
52,000
|
52,000
|
52,000
|
52,000
|
–
|
|||
Health
and Welfare (6)
|
–
|
–
|
17,000
|
–
|
–
|
|||
Disability
Income
|
–
|
–
|
–
|
164,000
|
(7)
|
–
|
||
Executive
Outplacement
|
–
|
–
|
10,000
|
(8)
|
–
|
–
|
||
Equity
Awards (9)
|
–
|
–
|
43,000
|
43,000
|
43,000
|
|||
Mark
A. Myers
|
||||||||
Compensation
|
–
|
–
|
434,000
|
(3)
|
–
|
–
|
||
Life
Insurance Benefits
|
–
|
–
|
–
|
1,175,000
|
(10)
|
–
|
||
Accrued
Vacation (5)
|
40,000
|
40,000
|
40,000
|
40,000
|
–
|
|||
Health
and Welfare (6)
|
–
|
–
|
15,000
|
–
|
–
|
|||
Disability
Income
|
–
|
–
|
–
|
763,000
|
(7)
|
–
|
||
Executive
Outplacement
|
–
|
–
|
10,000
|
(8)
|
–
|
–
|
||
John
F. Sterling
|
||||||||
Compensation
|
–
|
–
|
246,000
|
(3)
|
–
|
–
|
||
Life
Insurance Benefits
|
–
|
–
|
–
|
1,100,000
|
(4)
|
–
|
||
Accrued
Vacation (5)
|
20,000
|
20,000
|
20,000
|
20,000
|
–
|
|||
Health
and Welfare (6)
|
–
|
–
|
17,000
|
–
|
–
|
|||
Disability
Income
|
–
|
–
|
–
|
1,515,000
|
(7)
|
–
|
||
Executive
Outplacement
|
–
|
–
|
10,000
|
(8)
|
–
|
–
|
||
(1)
|
All
benefits payable to the noted executive officer upon termination without
cause may end or be reduced due to his obligation to seek other employment
as required by his severance agreement.
|
|
(2)
|
Our
company has no program, plan or agreement providing benefits to the noted
executive officers triggered by a change of control except for the
acceleration of a restricted stock award to Mr. Katchen which, pursuant to
the terms of the award, accelerates upon a change of control, which as
defined in the 2004 Omnibus Plan means, subject to certain exceptions, any
of the following events: (i) any person becomes the beneficial owner of
20% or more of the combined voting power of our company, (ii) the
individuals who constitute the Board cease for any reason to constitute at
least a majority of the Board (unless any new director is first approved
by the existing Board) or (iii) the consummation of a reorganization,
merger or consolidation to which our company is a party or a sale or other
disposition of all or substantially all of the assets of our
company.
|
(3)
|
Reflects
the estimated present value of one year’s compensation based on the noted
executive officer’s base salary at January 3, 2009, to be paid to the
noted executive officer in accordance with the terms of his severance
agreement.
|
|
(4)
|
Reflects
the lump-sum proceeds payable to the noted executive officer’s designated
beneficiary upon his death, which is two times his then-effective base
salary, capped at $350,000, from a group life insurance policy that is
generally available to all salaried employees and is maintained by our
company at its sole expense, plus an additional amount equal to three
times his then-effective base salary, capped at $750,000, from a
supplemental executive life policy maintained by our company at its sole
expense.
|
|
(5)
|
Reflects
lump-sum earned and accrued vacation not taken.
|
|
(6)
|
Reflects
the lump-sum present value of all future premiums paid to or on behalf of
the applicable executive officer for medical, dental, life and accidental
death and dismemberment, as well as short and long-term disability, which,
in accordance with the terms of the severance agreement, are to continue
for up to one year following termination.
|
|
(7)
|
Reflects
the lump-sum present value of all future payments that the noted executive
officer would be entitled to receive upon disability under a long-term
disability policy maintained by our company at its sole
expense. The noted executive officer would be entitled to
receive up to 60% of his base salary annually, with the monthly benefit
limited to no greater than $10,000, until the age of 65.
|
|
(8)
|
Reflects
the present value of outplacement fees to be paid by our company to assist
the executive officer in obtaining employment following
termination.
|
|
(9)
|
Reflects
the acceleration of vesting of 100% of Mr. Katchen’s shares of unvested
restricted stock awarded March 3, 2008, with the value based on the
closing price of our common stock on January 3, 2009 of $5.93 per
share.
|
|
(10)
|
Reflects
the lump-sum proceeds payable to Mr. Myers’ designated beneficiary upon
his death, which is one and one-half times his then-effective base salary,
capped at $425,000, from a group life insurance policy that is generally
available to all salaried employees and is maintained by our company at
its sole expense, plus an additional amount equal to three times his
then-effective base salary, capped at $750,000, from a supplemental
executive life policy maintained by our company at its sole
expense.
|
Name
|
Fees
Earned
or
Paid in
Cash
($)
|
Stock
Awards
($) (1)
|
Option
Awards
($) (2)
|
Total
($)
|
O.
Thomas Albrecht
|
$71,000
|
$20,000
|
$24,104
|
$115,104
|
||
C.
Dean Carlson
|
61,000
|
20,000
|
24,104
|
105,104
|
||
Marlyn
Jorgensen
|
59,000
|
20,000
|
24,104
|
103,104
|
||
Charles
Macaluso
|
73,750
|
20,000
|
24,104
|
117,854
|
||
John
D. March
|
44,750
|
20,000
|
28,976
|
93,726
|
||
Michael
Urbut
|
76,000
|
20,000
|
24,104
|
120,104
|
||
(1)
|
The
aggregate number of stock awards outstanding at January 3, 2009 for the
directors listed above are as follows: Albrecht, 9,195;
Carlson, 4,810; Jorgensen, 4,810; Macaluso, 9,195; March, 1,509; and
Urbut, 9,195.
|
|
(2)
|
The
aggregate number of option awards outstanding at January 3, 2009 for the
directors listed above are as follows: Albrecht, 20,000;
Carlson, 8,000; Jorgensen, 8,000; Macaluso, 20,000; March 4,000; and
Urbut, 8,000.
|
●
|
the
number of securities to be issued upon the exercise of outstanding
options;
|
|
●
|
the
weighted-average exercise price of the outstanding options;
and
|
|
●
|
the
number of securities that remain available for future issuance under the
plans.
|
Plan
Category
|
Number
of securities
to
be issued upon
exercise
of
outstanding
options,
warrants
and
rights
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and
rights
|
Number
of securities
remaining
available
for
future issuance
|
Equity
compensation plans approved by security holders
|
796,205
|
$3.74
|
3,381,632
|
Equity
compensation plans not approved by security holders
|
---
|
---
|
---
|
Total
|
796,205
|
$3.74
|
3,381,632
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of
Beneficial
Ownership
|
Percent
of Class
|
|
Michael
W. Cook Asset Management Inc.
d/b/a
SouthernSun Asset Management Inc.
6000
Poplar Ave., Suite 220, Memphis, TN 38119
|
6,816,203
|
(1)
|
8.3%
|
Barclays
entities
400
Howard Street, San Francisco, CA 94105
|
5,471,034
|
(2)
|
6.7%
|
FMR
LLC
82
Devonshire Street, Boston, MA 02109
|
5,103,130
|
(3)
|
6.2%
|
(1)
|
Michael
W. Cook Asset Management, Inc. is an investment adviser registered under
section 203 of the Investment Advisers Act of 1940 and has sole
dispositive power with respect to all of the above shares and sole voting
power with respect to 6,201,358 of the above shares.
|
|
(2)
|
Barclays
Global Investors, N.A., a bank as defined in section 3(a)(6) of the
Exchange Act, beneficially owns 2,066,295 shares and has sole voting power
for 1,797,811 shares and sole dispositive power for 2,066,295
shares. Barclays Global Fund Advisors, an investment adviser in
accordance with section 240.13d(b)(1)(ii)(E) of the Exchange Act,
beneficially own 3,350,398 shares and has sole voting power for 2,418,548
and sole dispositive power for 3,350,398 shares. Barclays
Global Investors, Ltd, a non-US institution, in accordance with section
240.13d-1(b)(1)(ii)(J) of the Exchange Act, beneficially owns 54,341
shares and has sole voting power for 2,000 shares and sole dispositive
power for 54,341 shares.
|
|
(3)
|
FMR
LLC is a parent holding company in accordance with section 240.13d-1 (b)
(ii) (G) of the Exchange Act and has sole power to vote or to direct the
vote of 903,130 shares and has the sole power to dispose or to direct the
disposition of 5,103,130 shares. Fidelity Management &
Research Company (“Fidelity”), 82 Devonshire Street, Boston,
MA 02109, a wholly-owned subsidiary of FMR LLC and an
investment adviser registered under section 203 of the Investment Advisers
Act of 1940, is the beneficial owner of 4,201,030 shares of common stock
as a result of acting as investment adviser to various investment
companies registered under Section 8 of the Investment Company Act of
1940. Edward C. Johnson, III, Chairman of FMR LLC, and FMR LLC,
through its control of Fidelity, and the funds each has sole power to
dispose of the 4,201,030 shares owned by the funds. Members of
the family of Edward C. Johnson, III, through their ownership position in
FMR LLC and the execution of a shareholders’ voting agreement, may be
deemed, under the Investment Company Act of 1940, to form a controlling
group with respect to FMR LLC. Neither FMR LLC nor Edward C.
Johnson III has the sole power to vote or direct the voting of the shares
owned directly by the Fidelity funds. Pyramis Global Advisors
Trust Company (“PGATC”), 53 State Street, Boston, MA 02109, an
indirect wholly-owned subsidiary of FMR LLC and a bank as defined in
section3(a)(6) of the Exchange Act, is the beneficial owner of 355,164
shares as a result of its serving as investment manager of institutional
accounts owning the shares. FMR LLC and Edward C. Johnson III,
through its control of PGATC, each has sole dispositive power over 355,164
shares and sole power to vote or to direct the voting of 355,164 shares
owned by the institutional accounts managed by
PGATC.
|
Name
of Beneficial Owner
|
Common
Stock Owned
|
Unexercised
Plan
Options (1)
|
Common
Stock Beneficially Owned (2)
|
Percent
of Common Stock Owned
|
Randall
C. Stuewe
|
453,506
|
359,700
|
813,206
|
*
|
O.
Thomas Albrecht
|
25,998
|
18,000
|
43,998
|
*
|
C.
Dean Carlson
|
252,991
|
5,000
|
257,991
|
*
|
Marlyn
Jorgensen
|
25,159
|
5,000
|
30,159
|
*
|
Neil
Katchen
|
170,631
|
67,800
|
238,431
|
*
|
Charles
Macaluso
|
15,998
|
18,000
|
33,998
|
*
|
John
D. March
|
8,312
|
2,000
|
10,312
|
*
|
John
O. Muse
|
144,245
|
46,200
|
190,445
|
*
|
Mark
A. Myers
|
18,529
|
0
|
18,529
|
*
|
John
F. Sterling
|
34,014
|
0
|
34,014
|
*
|
Michael
Urbut
|
65,998
|
6,000
|
71,998
|
*
|
All
executive officers and directors as a group (13 persons)
|
1,288,998
|
621,950
|
1,910,948
|
2.31%
|
*
|
Represents
less than one percent of our common stock outstanding.
|
(1)
|
Represents
options that are or will be vested and exercisable within 60 days of March
23, 2009.
|
(2)
|
Except
as otherwise indicated in the column “Unexercised Plan Options” and
footnote 1, the persons named in this table have sole voting and
investment power with respect to all shares of capital stock shown as
beneficially owned by them.
|
The
Audit Committee
Michael
Urbut, Chairman
|
|
O.
Thomas Albrecht
|
|
C.
Dean Carlson
|
|
John
D. March
|
By
Order of the Board,
|
John
F. Sterling
|
|
Secretary
|