company, which is consistent with the terms of expatriate agreements entered into with other employees of the company who are not executive officers. These amounts included dependent education
expenses of $32,848, housing-related expenses of $23,314, transportation expenses of $8,156 (paid in Chinese yuan and converted to U.S. dollars), and culture and language training of $4,358.
In addition, the amounts in the column headed All Other Compensation for fiscal year 2017 also include what the company considers to be
non-recurring
business-related expenses for Ms. Bernstein and Dr. Naman, primarily related to spousal travel for one quarterly board meeting. Although the company views such spousal travel expenses as
business-related, in light of certain I.R.S. practices, we have treated such expenses, which represent travel, food and lodging, tax and related expenses and which are included, as compensation to each affected individual. The specific amounts
included for each individual are: $4,094 for Ms. Bernstein, of which $1,732 is tax reimbursement; and $2,791 for Dr. Naman, of which $1,181 is tax reimbursement.
3
|
Mr. Johnson resigned as Executive Vice President and Chief Financial Officer on January
15, 2018.
|
Employment Letter with Mr. Li
As described in the Compensation Discussion and Analysis and as previously disclosed, on December 12, 2014, we entered into an employment letter
with Mr. Li in connection with his appointment as our President and Chief Executive Officer effective as of January 1, 2015. Pursuant to the employment letter, Mr. Lis initial base salary was set at $550,000 for 2015, and his
target bonus under our Annual Incentive Program (now the Short-Term Incentive Program) was set at 100% of his base salary. Mr. Li also received a
non-qualified
stock option grant covering 38,500 shares of
our common stock and an award of 14,700 restricted shares of our common stock, each with an award date of January 2, 2015. The option and restricted shares vest upon each anniversary in 25% increments over four years, subject to
Mr. Lis continued service, and the options have an exercise price equal to $46.82, the closing price of our common stock on January 2, 2015.
Other than in a situation involving a change of control of our company, which would be addressed by Mr. Lis Change in Control Severance
Protection Agreement that had been previously entered into in 2008, in the event that Mr. Lis employment is terminated by us without cause or by Mr. Li due to a material breach by us of the employment letter, (1) Mr. Li
would be entitled to vesting of stock options and restricted shares held by him, including those described above, to the extent that such awards would have otherwise vested in accordance with their terms during the twelve-month period following the
date of termination, (2) Mr. Li would continue to receive his base salary for twelve months and (3) to the extent applicable, we would maintain for 60 days the lease for Mr. Lis Shanghai housing if such lease is then in
effect. Receipt of severance and the accelerated vesting described above is subject to Mr. Lis execution and
non-revocation
of a release of claims against us.
In the event of a termination of Mr. Lis employment in connection with a change of control of our company, Mr. Lis rights are set
forth in his existing change in control agreement. As of January 1, 2015, the severance amount multiple pursuant thereto is three times, and the benefits continuation period is 36 months.
Mr. Li is eligible to participate in all employee benefit plans, programs and arrangements applicable to our employees and executive officers. Due
to the significant amount of time Mr. Li is expected to spend in Asia and the United States, Mr. Li is also entitled to the continued provision of a car and driver in China on the same basis as applied prior to January 1, 2015, a
housing allowance of up to $100,000 per year to be used for housing expenses in Shanghai, China and Aurora, Illinois, and a tax equalization benefit, on the same basis as applied prior to January 1, 2015. He also is able to utilize first class
travel while he is employed by us.
Transition and Retirement Arrangement with Mr. Johnson
Following Mr. Beamers appointment as our Vice President and Chief Financial Officer on January 15, 2018, Mr. Johnson began serving
as a Senior Advisor, continuing to report to our chief executive officer. He will be responsible for helping to transition business relationships to Mr. Beamer as his successor and for supporting the companys significant financial
projects. While he serves as a Senior Advisor, Mr. Johnson will receive a base salary of $16,512.50 per month (commencing January 31, 2018). Upon his retirement on January 5, 2019, in exchange for his execution and
non-revocation
of a release of claims and agreement to abide by certain restrictive covenants, Mr. Johnson will receive a cash payment equal to $396,300.
|
|
|
|
|
2018 Proxy Statement
42
|