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Executive Compensation Narrative to the Fiscal Year 2021 Summary
Compensation Table and Fiscal Year 2021 Grants of Plan-Based Awards Table
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other customary benefits. Mr. Lines is also eligible under the agreement to receive discretionary bonuses. The agreement automatically renews such that it always has a one-year term remaining, unless we or Mr. Lines elect not to extend the term further, in which case the term will end on the first anniversary of the date on which notice of such election not to extend is
given. If not terminated sooner, the agreement will end on the last day of the month in which Mr. Lines turns 65.
Pursuant to our employment agreement with
Mr. Lines, if he resigns for reasons other than a material breach of the agreement by us, departs from our employment without the approval of the Board, or is discharged for cause, he will be subject to an
18-month covenant not to compete with us, not to interfere in certain of our business relationships, and not to disclose to anyone our confidential information.
Our employment agreement with Mr. Lines also provides for us to make certain payments to him in the event we terminate his employment without cause or upon the
occurrence of certain events relating to a change in control of the Company, as described under Involuntary Termination and Termination Following a Change in Control under the heading Potential Payments Upon Termination
or Change in Control.
Our employment agreement with Mr. Lines provides that we will indemnify him for all acts or omissions and for any suits brought
against him which relate to duties he performed in good faith for us.
Jeffrey F. Glajch. On July 29, 2010, we entered into an amended and restated
employment agreement with Mr. Glajch, as subsequently amended on September 12, 2019 and March 16, 2021, to serve as our Vice President - Finance & Administration and Chief Financial Officer. The agreement provides that
Mr. Glajch will receive an annual minimum base salary as well as other customary benefits. The agreement automatically renews such that it always has a one-year term remaining, unless we or
Mr. Glajch elect not to extend the term further, in which case the term will end on the first anniversary of the date on which notice of such election not to extend is given. If not terminated sooner, the agreement will end on the last day of
the month in which Mr. Glajch turns 65.
Pursuant to our employment agreement with Mr. Glajch, if his employment with us is terminated for any reason, he
will be subject to an 18-month covenant not to compete with us, not to interfere in certain of our business relationships, and not to disclose to anyone our confidential information.
Our employment agreement with Mr. Glajch also provides for us to make certain payments to him in the event we terminate his employment without cause or upon the
occurrence of certain events relating to a change in control of the Company, as described under Involuntary Termination and Termination Following a Change in Control under the heading Potential Payments Upon Termination
or Change in Control.
Our employment agreement with Mr. Glajch provides that we will indemnify him for all acts or omissions and for any suits brought
against him which relate to duties he performed in good faith for us.
Alan E. Smith. On July 30, 2007, we entered into an employment agreement with
Mr. Smith, as subsequently amended on December 31, 2008. The agreement provides that Mr. Smith will receive an annual minimum base salary as well as other customary benefits. Mr. Smiths agreement automatically renews such
that it always has a one-year term remaining, unless we or Mr. Smith elect not to extend the term further, in which case the term will end on the first anniversary of the date on which notice of such
election not to extend is given. If not terminated sooner, the agreement will end on the last day of the month in which Mr. Smith turns 65.
Pursuant to our
employment agreement with Mr. Smith, if his employment with us is terminated for any reason, he will be subject to an 18-month covenant not to compete with us, not to interfere in certain of our business
relationships, and not to disclose to anyone our confidential information.
Our employment agreement with Mr. Smith also provides for us to make certain payments
to him in the event we terminate his employment without cause as described below under Involuntary Termination under the heading Potential Payments Upon Termination or Change in Control.
Our employment agreement with Mr. Smith provides that we will indemnify him for all acts or omissions and for any suits brought against him which relate to duties he
performed in good faith for us.
Additional Information
We have provided additional information regarding the compensation we pay to our named executive officers in the CD&A and encourage you to read the above tables and
their footnotes in conjunction with such information.
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GRAHAM CORPORATION 2021 PROXY STATEMENT
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33
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