EX-10.9 4 c22883exv10w9.htm SUMMARY OF COMPENSATION PAID TO NON-EMPLOYEE DIRECTORS AND NAMED EXECUTIVE DIRECTORS exv10w9
 

Exhibit 10.9
 
Summary of Compensation for
Non-Employee Directors and Named Executive Officers
 
Non-Employee Director Compensation Summary
 
Annual Retainer
$35,000, payable in cash or stock
Additional $5,000 for serving as chair of the Compensation or Directors Affairs/Corporate Governance Committees (increasing to $6,500 on March 31, 2008)
Additional $7,500 for serving as chair of the Audit Committee (increasing to $10,000 on March 31, 2008)
Committee chair compensation is payable in cash
 
 
Board and Committee Meeting Fees
$1,500 per meeting for each Board of Directors or Committee meeting attended
$1,000 per meeting for each Committee meeting attended by telephone
All meeting fees are paid in cash
 
 
Annual Stock Option Award
Each year, all non-employee directors receive options to acquire 7,500 shares of the Company’s stock pursuant to the 2004 Incentive Plan. The option grant occurs on the date of each annual meeting of the Company’s stockholders, and the exercise price is equal to the closing market price on such day.
 
Named Executive Officer Compensation Summary
 
Current salaries for named executive officers (rounded to nearest $1,000):
 
               
Name     Title   Salary  
Sam Ferrise
    President — Baldwin Filters, Inc.   $ 346,000  
Norman Johnson
    Chairman, President and Chief Executive Officer   $ 725,000  
Bruce Klein
    Vice President — Finance & Chief Financial Officer   $ 321,000  
David Lindsay
    Vice President — Administration & Chief Administrative Officer   $ 193,000  
Richard Wolfson
    Vice President — General Counsel & Corporate Secretary   $ 250,000  
 
The named executive officers of the Company are eligible to receive bonuses as determined in the discretion of the Compensation Committee. Such bonuses would be paid in 2009 and would be based on the achievement by the Company of certain objective targets related to the Company’s net income and economic value-added returns during fiscal year 2008.
 
The named executive officers may also receive stock options and restricted stock pursuant to the Company’s stockholder-approved 2004 Incentive Plan as determined in the discretion of the Compensation Committee.
 
Additional Information
 
The foregoing information is summary in nature. Additional information regarding director and named executive officer compensation will be provided in the Company’s Proxy Statement to be filed in connection with the Company’s Annual Meeting of Stockholders, currently anticipated to be held on March 31, 2008.