In connection with Mr. Johnson’s retirement, the Company and Mr. Johnson entered into a Separation Agreement (the “Separation Agreement”) and a Settlement Agreement and Mutual Release (the “Release Agreement”), each dated December 8, 2008, pursuant to which the Company agreed to provide Mr. Johnson the benefits to which he would have been entitled pursuant to his Amended and Restated Employment Agreement, dated as of October 18, 2006. These benefits include one year’s base salary ($525,000), payable through October 31, 2009; one year’s medical and dental benefits; payment of $24,231 for unused accrued vacation days; reimbursement for all reasonable travel and other expenses incurred prior to October 31, 2008; and Mr. Johnson’s receipt of a life insurance policy. Additional information regarding the benefits paid to Mr. Johnson, or accrued by the Company, in connection with Mr. Johnson’s retirement are set forth in the “All Other Compensation” column of the Summary Compensation Table on page 25 of this proxy. The Separation Agreement and the Release Agreement contain the following other key components:
• Mr. Johnson was given the right to receive a pro rated portion of any incentive payment earned under the fiscal 2009 Bonus Plan. See “Grants of Plan-Based Awards in Fiscal 2009.”
• Mr. Johnson agreed to remain an employee of the Company through the current fiscal year, which ended March 31, 2009 (“Employment Period”). In this capacity, Mr. Johnson agreed to provide advisory services to the Company’s Acting President, William Hemelt, on an as-needed basis. In exchange, Mr. Johnson was paid $7,500 per month.
• The Company paid Mr. Johnson $10,000 to defray a portion of his legal expenses associated with the Separation Agreement and the Release Agreement.
• Mr. Johnson agreed to make himself reasonably available to the Company in connection with ongoing or new litigation or other proceedings to which the Company is, or may become, a party and for which he may have relevant information or knowledge and will provide such litigation support services at a rate of $250 per hour, plus expenses. |
