OFF PROXY FOUND ON EDGAR! MAYBE THEY ARE WORTH THE MONEY, ONLY I WOULD LIKE TO SEE COMPANY PROFITS FIRST!
EXECUTIVE COMPENSATION The following table sets forth certain information concerning the annual and long-term compensation for the fiscal years ended December 31, 1997, 1996, and 1995 of the Company's chief executive officer and the other four most highly compensated executive officers of the Company who were serving as executive officers at December 31, 1997 (collectively, the "Named Officers"). SUMMARY COMPENSATION TABLE LONG TERM COMPENSATION ANNUAL COMPENSATION STOCK --------------------------------------- OPTION AWARDS ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (NUMBER OF SHARES) COMPENSATION --------------------------- ---- ------ ----- ------------------ ------------ James J. Mauzey ...................... 1997 $300,000 $ 50,000 50,000 --- Chairman of the Board and 1996 300,000 150,000(1) 150,000 --- Chief Executive Officer 1995 300,000 110,000(2) 20,000 $45,823(3) Jere E. Goyan ........................ 1997 $262,500 $ 16,666 33,333 $54,000(5) President and 1996 262,500 50,000(4) 33,004 54,000(5) Chief Operating Officer 1995 262,500 35,000 15,000 54,000(5) Kenneth Cartwright ................... 1997 $200,280 $ 7,500 101,000 --- Senior Vice President, 1996 194,922 --- 16,000 --- Development and Regulatory 1995 191,100 --- --- --- Affairs Kenneth I. Moch ...................... 1997 $185,592 $ 12,500(6) 25,000 --- Senior Vice President, 1996 178,460 30,000(7) 10,000 --- Finance and Business Development 1995 141,964 55,000(8) 170,000 --- and Chief Financial Officer Elizabeth A. O'Dell ................... 1997 $120,841 $ 5,000(9) 110,000 --- Vice President, Finance and 1996 109,307 --- 9,000 --- Administration, Secretary and 1995 112,815 --- 7,500 --- Treasurer---------- (1) Represents a deferred performance bonus for the year ending December 31, 1996 (2) Represents a deferred performance bonus for the year ending December 31, 1995. (3) Represents reimbursement for certain moving expenses and relocation expenses. (4) Represents a deferred performance bonus for the year ending December 31, 1996.(5) Represents a housing allowance. (6) Represents a deferred performance bonus for the year ending December 31, 1997. (7) Represents a deferred performance bonus for the year ending December 31, 1996. (8) Includes a signing bonus of $25,000 and a deferred performance bonus of $30,000 for the year ending December 31, 1995. (9) Represents a deferred performance bonus for the year ending December 31, 1997. 6 The following table sets forth certain information concerning grants of stock options during the fiscal year ended December 31, 1997, to the Named Officers. OPTION GRANTS IN LAST FISCAL YEAR POTENTIAL REALIZABLE VALUE AT ASSUMED PERCENTAGE ANNUAL RATES OF OF TOTAL STOCK PRICE OPTIONS APPRECIATION FOR GRANTED TO EXERCISE OR OPTION TERM(1) OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -------------------- NAME GRANTED FISCAL 1997 PER SHARE DATE 5% 10% ---- ------- ------------ ----------- ---------- --- --- James J. Mauzey (2).................... 50,000 7.9% $6.563 12/03/07 $206,356 $522,947 Jere E. Goyan (3)...................... 33,333 5.3% $6.563 12/03/07 137,569 348,628 Kenneth Cartwright (4)................. 36,000 5.7% $5.625 03/27/07 2,741 124,312 65,000 10.2% 6.563 12/03/07 268,263 679,831 Kenneth I. Moch (5).................... 25,000 3.9% $6.563 12/03/07 103,178 261,473 Elizabeth A. O'Dell (6)................ 50,000 7.9% $5.625 01/31/07 176,877 448,240 50,000 7.9% 5.625 10/21/07 248,141 561,716 10,000 1.6% 6.563 12/03/07 41,271 104,589 (1) The dollar amounts under these columns are the result of calculations assuming that the price of Common Stock on the date of the grant of the option increases at the hypothetical 5% and 10% rates set by the Securities and Exchange Commission and therefore are not intended to forecast possible future appreciation, if any, of the Company's stock |