1)
|
Title
of each class of securities to which transaction
applies:
|
2)
|
Aggregate
number of securities to which transaction
applies:
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant to
exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
4)
|
Proposed
maximum aggregate value of
transaction:
|
5)
|
Total
fee paid:
|
[ ]
|
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)
|
Amount
Previously Paid:
|
|
2)
|
Form,
Schedule or Registration Statement
No.:
|
|
3)
|
Filing
Party:
|
|
4)
|
Date
Filed:
|
(i)
|
to
elect as directors the nine nominees in the attached proxy
statement;
|
(ii)
|
to
amend the Company’s Certificate of Incorporation, to increase the number
of authorized common shares, par value $1 per share, from 10,000,000
shares to 20,000,000 shares;
|
(iii)
|
to
ratify the appointment of Ernst & Young LLP, independent registered
public accountants, as our independent auditors for the fiscal year ending
December 31, 2010; and
|
(iv)
|
to
transact any other business that may properly come before the meeting or
any adjournment thereof.
|
Name and Address
|
Amount
and Nature of Beneficial Ownership(1)
|
Percent
of
Class(1)
|
||||||
Niels
W. Johnsen
One
Whitehall Street
New
York, New York 10004
|
867,107 | (2) | 11.63 | % | ||||
Dimensional
Fund Advisors LP
6300
Bee Cave Road
Austin,
Texas 78746
|
629,503 | (3) | 8.45 | % | ||||
Renaissance
Technologies L.L.C.
800
Third Avenue
New
York, New York 10022
|
557,800 | (4) | 7.48 | % | ||||
T.
Rowe Price Associates, Inc.
100
E. Pratt Street
Baltimore,
Maryland 21202
|
525,050 | (5) | 7.04 | % |
(1)
|
The
number of shares owned shown above is as of December 31, 2009. The
percentages shown above are based on 7,453,570 shares outstanding as of
our record date of March 15, 2010.
|
(2)
|
Based
on information provided by Mr. Niels W. Johnsen. Mr. Johnsen served as the
Company’s Chairman, and Chief Executive Officer from 1979 until
his resignation in 2003 and continued to serve on the Board of Directors
until 2009.
|
(3)
|
Based
on information contained in a Schedule 13G report dated February 10, 2010
that this investor filed with the Securities and Exchange Commission. In
this report, Dimensional Fund Advisors LP (Dimensional), a registered
investment advisor, indicated that it furnishes investment advice to four
registered investment companies, and serves as investment manager to
certain other investment vehicles, including commingled group trusts and
separate accounts. Dimensional disclaims beneficial ownership
in any of the shares listed above.
|
(4)
|
Based
on information contained in a Schedule 13G report dated February 12, 2010
that this investor filed with the Securities and Exchange Commission. In
this report, Renaissance Technologies L.L.C., a registered investment
advisor, was deemed to have or share voting or dispositive power over, and
therefore to own beneficially, the number of shares indicated
above.
|
(5)
|
Based
on information contained in a Schedule 13G report dated February 12, 2010
that this investor filed with the Securities and Exchange Commission. In
this report, the investor indicates that these securities are owned by
various individual and institutional investors including T. Rowe Price
Small-Cap Value Fund, Inc. (who beneficially owns 520,000 of the total
525,050 shares) which T. Rowe Price Associates, Inc. (Price Associates)
serves as investment advisor with power to direct investments and/or sole
power to vote the securities. For purposes of the reporting requirements
of the Exchange Act, Price Associates has advised that they are deemed to
be a beneficial owner of such securities; however, Price Associates
expressly disclaims that it is, in fact, the beneficial owner of such
securities.
|
H.
Merritt Lane III, 48(9)
|
2004
|
0
|
*
|
|
President,
Chief Executive Officer, and a
director
|
|
of
Canal Barge Company, Inc.
|
James
J. McNamara, 67(11)
|
2008
|
0
|
*
|
|
President
of National Cargo Bureau, Inc.
|
Kenneth
H. Beer, 52(12)
………………………………
|
2009
|
0
|
*
|
|
Senior
Vice President and Chief Financial
Officer
|
|
of
Stone Energy Corporation
|
Harris
V. Morrissette, 50
|
(13)
……………………….
|
2009
|
0
|
*
|
|
President
of China Doll Rice and Beans, and
|
Chairman
of Azalea Aviation Inc.
|
All
executive officers and directors as a group (11 persons)
|
1,047,849
|
14.06%
(14)
|
(1)
|
An
asterisk indicates ownership of less than 1% of our Common
Stock.
|
(2)
|
Niels
M. Johnsen became our Chairman and Chief Executive Officer in 2007. He
served as President of International Shipholding Corporation from 2003
until 2007. Mr. Johnsen joined our subsidiary Central Gulf, in 1970 and
held various positions before being named President of International
Shipholding Corporation in 2003. He also serves as Chairman of each of our
principal subsidiaries. Mr. Johnsen has been a trustee and director of
Atlantic Mutual Companies since 2002. Mr. Johnsen is a member of and
former Chairman of the Board of National Cargo Bureau, Inc., Trustee and
Lay Vice President for the Seamen’s Church Institute, and a member of the
American Bureau of Shipping, National Defense Transportation Association
and Navy League of the United
States.
|
(3)
|
Includes
224,622 shares owned by a corporation of which Mr. Johnsen is a Vice
President and a director and Mr. Niels W. Johnsen is President and a
director.
|
(4)
|
Erik
F. Johnsen served as President, Chief Operating Officer, and Director of
the Company from its commencement of operations in 1979 until April of
2003, and Chairman and Chief Executive Officer of the Company between
April of 2003 and April of 2007. Until April of 1997, Mr. Johnsen also
served as the President and Chief Operating Officer of each of the
Company’s principal subsidiaries, except Waterman, for which he served as
Chairman of the Executive Committee. Along with his brother, Niels W.
Johnsen, he was one of the founders of Central Gulf in 1947 and served as
its President from 1966 until April of 1997. Erik F. Johnsen is the father
of Erik L. Johnsen
|
(5)
|
Includes:
|
·
|
67,908
shares held by the Erik F. Johnsen Family Limited Partnership of which Mr.
Johnsen is General Partner, and
|
·
|
49,312
shares owned by the Erik F. Johnsen Family Foundation of which Mr. Johnsen
claims no beneficial ownership but maintains voting and disposition
rights.
|
(6)
|
Erik
L. Johnsen joined Central Gulf in 1979 and held various positions before
being named President of International Shipholding Corporation in
2007. Mr. Johnsen was Vice President of International
Shipholding Corporation from 1987 until 2007. In 1997, he was named as
Executive Vice President and President of each of our principal
subsidiaries. He is responsible for all operations of the Company’s vessel
fleet and leads the Company’s Ship Management Group. He is the son of Erik
F. Johnsen.
|
(7)
|
Includes
16,250 shares held in trust for Erik L. Johnsen’s children, of which he is
a trustee.
|
(8)
|
Since
1998, Mr. Lupberger served as President of Nesher Investments, LLC.
Previously, Mr. Lupberger served as Chairman of the Board and Chief
Executive Officer of Entergy Corporation from 1985 to 1998. He lead that
company for some 13 years changing its name to Entergy Corporation,
consolidating operations and growing the company through mergers and
acquisitions to become one of the world’s largest suppliers of electric
energy. Mr. Lupberger also served as Senior Vice President & Chief
Financial Officer and Director of Indianapolis Power &
Light. Mr. Lupberger served as a Board Member of the United
States Chamber of Commerce, becoming Chairman of the Board and later
Chairman of the Executive Committee and Chairman of the Chambers’ Center
for Workforce Preparation. Mr. Lupberger served as a Director
of the First Commerce Corp. and First National Bank of Commerce before
Bankone acquired them, finally serving as an Advisory Director of Bankone
New Orleans. Mr. Lupberger has some 35 years in the electric energy
business. He is the current Chairperson for the Compensation Committee and
a member of the Audit Committee of our Board of
Directors.
|
(9)
|
Mr.
Lane has served as President and Chief Executive Officer of Canal Barge
Company, Inc. since 1994 and as a director of that company since 1988. Mr.
Lane is actively involved in industry affairs, including serving as
Immediate Past Chairman of the Board of Directors of the American
Waterways Operators, as a Vice-Chairman of the Waterways Council Inc., and
as a Board Member of the National Waterways Foundation and the U.S. Coast
Guard Foundation. He also serves on the Board of Directors of Hibernia
Homestead Bancorp, a publicly-traded company, and Pontchartrain Materials
Company, a privately-owned company based in New Orleans, Louisiana. Mr.
Lane is active in numerous civic organizations, including the Business
Council of New Orleans & the River Region, the Young President’s
Organization and the World Trade Center of New Orleans. Mr. Lane is the
current Chairperson for the Audit Committee and a member of the Nominating
and Governance Committee of the Board of
Directors.
|
(10)
|
Since
2000, Mr. Robinson has been President, Chief Executive Officer, and
Director for OHC, Inc., a family owned import/export hardwood lumber
company specializing in industrial wooden components for the
transportation and utility industries. Prior to that Mr. Robinson served
as Vice-President of OHC in charge of Purchasing and Ocean Freight from
1992 to 1999. Mr. Robinson currently serves as the Chairperson for the
Nominating and Governance Committee and a member of the Audit Committee of
the Board of Directors.
|
(11)
|
Since
1993, Mr. McNamara has been President of National Cargo Bureau, Inc., a
non-profit organization that provides inspection services and surveys that
are incidental to the loading and unloading of vessels. Mr. McNamara also
serves as (i) the Chairman of the Maritime Industry Museum, Fort Schuyler,
Bronx, New York, (ii) Trustee of the Seamen’s Church Institute of New
York, (iii) Director of the India House Foundation, National Maritime
Historical Society, North American Marine Environment Protection
Association, and Lifesaving Benevolent Association of New York and (iv)
Vice President of the Marine Society of the City of New York. Mr. McNamara
is currently a member of the Compensation Committee and the Nominating and
Governance Committee of the Board of Directors. Mr. McNamara has over 40
years of maritime experience, working in various capacities primarily with
National Cargo Bureau, Inc.,.
|
(12)
|
Since
2005, Mr. Beer served as Senior Vice President and Chief Financial Officer
of Stone Energy Corporation. Between 1992 and 2005, Mr. Beer
was a partner at the investment banking firm of Johnson Rice & Company
in New Orleans, Louisiana, where he served as director of research and a
senior analyst for the firm. Mr. Beer serves on the Board of Managers of
J.P.Morgan Venture Capital and Corporate Finance Private Equity Funds and
the J.P. Morgan Alternative Asset Management Fund. He serves on the Board
of the New Orleans Children’s Hospital where he previously served as
Chairman of the Board and Chairman of the Finance Committee. Mr. Beer is
also on the Board of Isidore Newman School in New Orleans and previously
served on the Board of Louisiana Children’s Museum. Mr. Beer currently
serves on the Audit Committee and the Compensation Committee of the Board
of Directors.
|
(13)
|
Mr.
Morrissette currently serves as President of China Doll Rice and Beans,
Inc., a position he has held since 2007, and Chairman of Azalea Aviation
Inc., a position he has held since 1993. Previously, Mr. Morrissette
served as Chief Executive Officer of Marshall Biscuit Company, Inc. from
1994 to 1997. Mr. Morrissette currently serves on the Board of Directors
of Banctrust Financial Group, Inc. and is a Trustee of Williamsburg
Investment Trust, both publicly-traded companies, and White-Spunner
Construction, Inc, a privately owned company based in Mobile, Alabama. Mr.
Morrissette served on the Board of Directors of EnergySouth, Inc. from
2001 until the sale in 2008. He is also a Board member of the Business
Council of Alabama and the Economic Development Partnership of Alabama.
Mr. Morrissette currently serves on the Compensation Committee and the
Nominating and Governance Committee of the Board of
Directors.
|
(14)
|
Excludes
780,499 shares which are beneficially owned by relatives of Niels M.
Johnsen or Erik L. Johnsen, but which are not deemed to be beneficially
owned by any of the executive officers or directors pursuant to Rule 13d-3
under the Securities and Exchange
Act.
|
2009
Compensation of Non-Management Directors
|
||||||||||||
Name(1)
|
Fees
Earned or
Paid
in Cash
($)
|
All
Other
Compensation
($)
|
Total ($)
|
|||||||||
Niels
W. Johnsen
|
0 | 285,000 | (2) | 285,000 | ||||||||
Erik
F. Johnsen
|
0 | 299,424 | (3) | 299,424 | ||||||||
H.
Merritt Lane III
|
60,000 | 0 | 60,000 | |||||||||
Edwin
A. Lupberger
|
62,000 | 0 | 62,000 | |||||||||
Edward
K. Trowbridge
|
53,000 | 0 | 53,000 | |||||||||
T.
Lee Robinson, Jr.
|
60,000 | 0 | 60,000 | |||||||||
James
J. McNamara
|
60,000 | 0 | 60,000 |
(1)
|
For
Niels W. Johnsen and Edward K. Trowbridge the amounts shown reflect
payments for services prior to their resignations on October 28,
2009. Their replacements, Mr. Beer and Mr. Morrissette, were
not paid until the first quarter of
2010.
|
(2)
|
Since
his resignation as Chairman of the Board and Chief Executive Officer in
2003, Niels W. Johnsen has provided us consulting services in the areas of
vessel chartering and finance. Mr. Johnsen was paid an annual
fee of $250,000 during 2009 under his current consulting agreement. During
the January 2010 Board of Directors meeting, upon the recommendation of
the Compensation Committee, the Board approved extending the consulting
agreement for 2010. We also paid a legal firm $35,000 for routine tax
advice and research provided to Mr. Johnsen during
2009. Additionally, when Mr. Johnsen served as CEO, we entered
into an agreement with him whereby his estate will be paid approximately
$822,000 upon his death. We have reserved amounts sufficient to
fund this death benefit, so there was no additional cost to us in 2009 to
fund this benefit. As a former employee, Mr. Johnsen also
received retirement benefits in 2009 through our qualified Retirement
Plan.
|
(3)
|
Since
his resignation as Chairman of the Board and Chief Executive Officer in
2007, Erik F. Johnsen has provided consulting services in the areas of
vessel chartering and finance. Under this
agreement, Mr. Johnsen was paid an annual fee of $250,000
during 2009. During the January 2010 Board of Directors meeting, upon the
recommendation of the Compensation Committee, the Board approved extending
the consulting agreement for 2010. Mr. Johnsen receives
accounting and bookkeeping services from a contract employee who we paid
$32,292 for those services in 2009. Additionally, when Mr.
Johnsen served as CEO, we entered into an agreement with him whereby his
estate will be paid approximately $626,000 upon his death. To fund this
death benefit, we maintain an outside life insurance policy at an annual
cost of $17,132. As a former employee, Mr. Johnsen also received
retirement benefits in 2009 through our qualified Retirement
Plan.
|
2009
|
2008
|
|||||||
Audit
Fees (1)
|
$ | 532,465 | $ | 521,900 | ||||
Audit
Related Fees (2)
|
37,014 | 25,946 | ||||||
Tax
Fees (3)
|
45,010 | 59,800 | ||||||
Total
Fees
|
$ | 614,489 | $ | 607,646 |
(1)
|
Audit
Fees include fees for the audit of our consolidated financial statements
and internal control over financial reporting, review of the interim
consolidated financial statements included in quarterly
reports, services related to statutory audits of certain of our
subsidiaries, and services related Form 10-K for the periods presented
which were filed for the purpose of including the financial statements of
certain foreign unconsolidated
subsidiaries.
|
(2)
|
Audit
Related Fees include fees for audits of our employee benefit
plans.
|
(3)
|
Tax
Fees include fees for tax compliance and consulting
services.
|
·
|
Niels
M. Johnsen, age 64, our Chairman of the Board and Chief Executive
Officer;
|
·
|
Erik
L. Johnsen, age 52, our President;
|
·
|
Manuel
G. Estrada, age 55, our Vice President and Chief Financial Officer;
and
|
·
|
Peter
M. Johnston, age 54, our Executive Vice
President.
|
·
|
providing
compensation commensurate with the level of success
achieved;
|
·
|
providing
a total compensation opportunity that over time will approach levels that
are competitive with similar size companies in the same or related
industries;
|
·
|
recognizing
and rewarding the achievement of corporate performance goals as well as
individual performance; and
|
·
|
aligning
the interests of executives with those of our shareholders by emphasizing
long-term equity incentives.
|
Named
Executive Officer
|
Maximum
Bonus Opportunity
as
a Percentage of Salary
|
|||
Niels
M. Johnsen
|
50 | % | ||
Erik
L. Johnsen
|
50 | % | ||
Manuel
G. Estrada
|
40 | % | ||
Peter
M. Johnston
|
30 | % |
First
Quarter
|
$
1.621 million
|
Second
Quarter
|
4.663 million
|
Third
Quarter
|
4.221 million
|
Fourth
Quarter
|
1.173 million
|
All
of 2009
|
$
11.678 million
|
Name
and Principal Position
|
Year
|
Salary($)
|
Bonus($)(1)
|
Stock
Awards($)(2)
|
Non-Equity
Incentive
Plan
Compensation
($)(3)
|
Change
in Pension Value
And
Non-
Qualified
Deferred
Compensation
Earnings
($)(4)
|
All
Other Compensation
($)
|
Total
($)
|
Niels
M. Johnsen,(5)
|
2009
|
385,000
|
7,700
|
453,200
|
192,500
|
99,328
|
1,000(6)
|
1,138,728
|
Chairman
of the Board
|
2008
|
385,000
|
1,472,000
|
192,500
|
138,574
|
1,000(6)
|
2,189,074
|
|
and
Chief Executive Officer
|
2007
|
350,000
|
105,000
|
24,737
|
1,000(6)
|
480,737
|
||
Erik
L. Johnsen,(7)
|
2009
|
363,000
|
7,260
|
453,200
|
181,500
|
54,547
|
1,000(8)
|
1,060,507
|
President
|
2008
|
363,000
|
1,472,000
|
181,500
|
87,521
|
1,000(8)
|
2,105,021
|
|
2007
|
330,000
|
99,000
|
3,783
|
16,256(8)
|
449,039
|
|||
Manuel
G. Estrada,(9)
|
2009
|
209,000
|
4,180
|
113,300
|
83,600
|
96,121
|
1,000(10)
|
507,201
|
Vice
President and
|
2008
|
209,000
|
276,000
|
83,600
|
110,876
|
101,000(10)
|
780,476
|
|
Chief
Financial Officer
|
2007
|
190,000
|
57,000
|
40,999
|
17,849(10)
|
305,848
|
||
Peter
M. Johnston(11)
|
2009
|
143,000
|
2,860
|
56,650
|
42,900
|
41,012
|
1,000(12
|
287,422
|
Executive
Vice President
|
||||||||
(1)
|
A
special bonus of 2% of gross wages was paid to all employees including our
executives in lieu of wage increases for
2009.
|
(2)
|
The
amounts shown in this column reflect the aggregate grant date fair value
computed in accordance with FASB ASC Topic 718 for the year of the grant.
The amounts reported for 2008 were restated on the same
basis.
|
(3)
|
The
amounts shown in this column reflect cash payments made under our annual
incentive bonus plan for performance in the respective
years. For additional information, see “Incentive Compensation
Awards” below.
|
(4)
|
Reflects
the net change during each of the years reflected of the present value of
the executives’ accumulated benefits under the defined benefit plan
discussed below under “ Pension
Plan.”
|
(5)
|
See
biography on pages 4 and 5.
|
(6)
|
Consists
of contributions the Company made to our 401(k) plan on behalf of the
employee in 2007, 2008 and 2009.
|
(7)
|
See
biography on page 5.
|
(8)
|
Consists
of a $1,000 contribution the Company made to our 401(k) plan on behalf of
the employee in 2007, 2008 and 2009 and an incentive payment in 2007 in
the amount of $15,256 for the move from New Orleans, Louisiana to Mobile,
Alabama.
|
(9)
|
Mr.
Estrada is Vice President and Chief Financial of the Company. He joined
Central Gulf, a wholly owned subsidiary of the Company, in 1978 and held
various positions with the Company prior to being named Vice President and
Controller in 1996 and Vice President and Chief Financial Officer in
2005.
|
(10)
|
Consists
of a $1,000 contribution the Company made to our 401(k) plan on behalf of
the employee in 2007, 2008 and 2009 and incentive payments in 2007 and
2008 of $16,849 and $100,000 respectively for the move from New Orleans,
Louisiana to Mobile, Alabama.
|
(11)
|
Peter
M. Johnston has served as Executive Vice President of the Company since
May 7, 2009. In this position Mr. Johnston acts as our principal operating
officer. Mr. Johnston has been with the Company or its subsidiaries for
over 17 years, most recently serving as a Vice President of the Company
and as Executive Vice President of LMS Shipmanagement, Inc., a
wholly-owned subsidiary of the Company, since
1995.
|
(12)
|
Consists
of a $1,000 contribution the Company made to our 401(k) plan on behalf of
the employee in 2009.
|
Name
|
Grant
Date
|
Estimated
Future Payments under Non-Equity Plan Awards
|
Estimated
Future Payouts Under Equity Incentive Plan Awards
|
Fair
Value Grant Date
|
||
Threshold
$
|
Target
$
|
Maximum
$
|
Targeted
# of Shares
|
$
|
||
Niels
M. Johnsen
|
48,125
|
192,500
|
192,500
|
|||
May
6, 2009
|
20,000
|
453,200
|
||||
Erik
L. Johnsen
|
45,375
|
181,500
|
181,500
|
|||
May
6, 2009
|
20,000
|
453,200
|
||||
Manuel
G. Estrada
|
20,900
|
83,600
|
83,600
|
|||
May
6, 2009
|
5,000
|
113,300
|
||||
Peter
M. Johnston
|
10,725
|
42,900
|
42,900
|
|||
May
6, 2009
|
2,500
|
56,650
|
Stock Awards | ||||
Name
Executive Officer
|
Number
of Shares or Units of Stock That Have Not
Vested (#)
|
(1) Market
Value of Shares or Units of Stock That Have Not
Vested ($)
|
(2) Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
That Have Not Vested (#)
|
(1) Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
Other Rights That Have Not Vested ($)
|
Niels
M. Johnsen
|
60,000
|
1,864,200
|
20,000
|
621,400
|
Erik
L. Johnsen
|
60,000
|
1,864,200
|
20,000
|
621,400
|
Manuel
G. Estrada
|
10,000
|
310,700
|
5,000
|
155,350
|
Peter
M. Johnston
|
2,500
|
77,675
|
||
1.
Based on the closing market price of $31.07 per share on December 31,
2009
|
||||
2.
Each grant was made under the Company's 2009 Stock Incentive Plan and will
vest on May 6, 2010 if the
|
||||
Company's
2009 net income before taxes exceeds the performance target of $11.678
million and the officer
|
||||
remains
employed by the Company on that date.
|
Name
|
Number
of Shares Acquired on Vesting (#)
|
(1)
Value Realized on Vesting ($)
|
Niels
M. Johnsen
|
20,000
|
439,200
|
Erik
L. Johnsen
|
20,000
|
439,200
|
Manuel
G. Estrada
|
5,000
|
109,800
|
1.
Based on the closing market price of $21.96 per share on February 2,
2009
|
Name
|
Plan
Name
|
Number
of Years Credited Service (#)
|
Present
Value of Accumulated Benefit ($)
|
Niels
M. Johnsen
|
International
Shipholding Corporation Retirement Plan
|
30
|
1,039,350
|
Erik
L. Johnsen
|
International
Shipholding Corporation Retirement Plan
|
30
|
498,797
|
Manuel
G. Estrada
|
International
Shipholding Corporation Retirement Plan
|
30
|
449,456
|
Peter
M. Johnston
|
International
Shipholding Corporation Retirement Plan
|
18
|
177,495
|
§
|
Three
times base salary for Mr. Niels M. Johnsen and Mr. Erik L. Johnsen. Two
times base salary for Mr. Manuel G. Estrada. Payments would be made as a
lump sum in cash within five days of the date of the
termination.
|
§
|
Three
times (two times in the case of Mr. Estrada) the greater of the average
bonus over the last three years or the target bonus for the year of
termination. Payments would be made as a lump sum in cash within five days
of the date of the termination.
|
§
|
Three
years of life and health insurance for Mr. Niels M. Johnsen and Mr. Erik
L. Johnsen. Two years of benefits for Mr. Manuel G.
Estrada.
|
§
|
Accelerated
vesting of restricted stock grants.
|
§
|
Mr.
Johnston does not have a Change in Control
agreement.
|
Name
|
Change
in Control Stock Grant Acceleration
|
Termination After Change in
Control All Other
Benefits
|
Retirement
|
(1) Disability
|
Death
|
Niels
M. Johnsen
|
|||||
Base
Pay
|
1,155,000
|
192,500
|
-
|
||
Bonus
(4)
|
600,600
|
192,500
|
192,500
|
192,500
|
|
Stock
Grants
|
2,485,600
|
2,485,600
|
2,485,600
|
2,485,600
|
|
Health/ Welfare and Life Insurance
Cost
|
56,147
|
13,320
(2)
|
6,660
|
-
|
|
Life
Insurance Benefits
|
200,000
(3)
|
||||
Total
|
2,485,600
|
1,811,747
|
2,691,420
|
2,877,260
|
2,878,100
|
Erik
L. Johnsen
|
|||||
Base
Pay
|
1,089,000
|
181,500
|
-
|
||
Bonus
(4)
|
566,280
|
181,500
|
181,500
|
181,500
|
|
Stock
Grants
|
2,485,600
|
2,485,600
|
2,485,600
|
2,485,600
|
|
Health/ Welfare and Life Insurance
Cost
|
54,085
|
13,320
(2)
|
6,660
|
-
|
|
Life
Insurance Benefits
|
200,000
(3)
|
||||
Total
|
2,485,600
|
1,709,365
|
2,680,420
|
2,855,260
|
2,867,100
|
Manuel
G. Estrada
|
|||||
Base
Pay
|
418,000
|
104,500
|
-
|
||
Bonus
(4)
|
175,560
|
83,600
|
83,600
|
83,600
|
|
Stock
Grants
|
466,050
|
466,050
|
466,050
|
466,050
|
|
Health/ Welfare and Life Insurance Cost
|
34,063
|
13,320
(2)
|
6,660
|
-
|
|
Life
Insurance Benefits
|
200,000
(3)
|
||||
Total
|
466,050
|
627,623
|
562,970
|
660,810
|
749,650
|
Peter
M. Johnston
|
|||||
Base
Pay
|
175,000
|
71,500
|
-
|
||
Bonus
(4)
|
42,900
|
42,900
|
42,900
|
||
Stock
Grants
|
77,675
|
77,675
|
77,675
|
77,675
|
|
Health/ Welfare and Life Insurance Cost
|
3,800
|
13,320
(2)
|
6,660
|
-
|
|
Life
Insurance Benefits
|
200,000
(3)
|
||||
Total
|
77.675
|
178,800
|
133,895
|
198,735
|
320,575
|
|
¯
|
Please
detach along perforated line and mail in the envelope
provided ¯
|
1.
|
Election
of Directors:
|