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Check
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| · |
Consolidates
all existing employee plans into single omnibus
plan
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| · |
Greater
flexibility by expanding range of equity instruments available to
Compensation Committee (current primary plan is oriented to ISO stock
options)
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| · |
Expand
authorized shares available to be issued by 750,000 or 8.6% of
outstanding
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| · |
Shift
emphasis to non-qualified options (with better tax features for the
Company under 123(R))
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| · |
Add
other features to stock option awards (e.g. “bad-boy” provision,
non-compete provision)
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| · |
Maintain
average annual “burn rate” at or below 3% level for all employee options
including future requirements under CEO employment
agreement
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| · |
No
repricing of existing options
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| · |
Stock
options represent sole long-term compensation plan available to Team
managers (no pension plan, no SERPs, no deferred compensation plans,
limited perquisites).
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| · |
Approximately
110 managers currently participate in plan. Top 25 managers receive
options annually.
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| · |
Equity
aligns manager incentives with those of shareholders (long term share
price appreciation).
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| · |
The
strong historical performance of the Company merits continued support
of
existing compensation programs including the use of equity plans.
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| o |
Average
annual return to shareholders over past seven years =
35+%
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| o |
Average
annual growth in fully diluted EPS over past seven years =
50+%
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| · |
3%
target annual ”burn rate” reflects comparable policies with historical
levels and is within ISS guidelines for our business
segment
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| o |
Employee
options in last three years (approximately 1 million shares - 4.0%)
reflect doubling size of the Company via acquisition with initial
grants
to large number of new managers.
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| o |
ISS
maximum “general” guideline for the Russell 3000 in the Commercial
Services and Supplies sector is
4.33%
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