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ATMR Proxy Statement

ATLAS MINERALS INC
Form:DEF 14A  Filing Date:5/19/1998

 

EXECUTIVE OFFICERS AND COMPENSATION
Set forth below is the age and certain other information regarding each
person currently serving as an executive officer of the Company.
Gregg B. Shafter has served as President of the Company since October 7,
1997. Mr. Shafter currently receives $92,200 in annual salary and has an
employment agreement providing for his employment as an officer of the
Company, at a minimum annual salary of $92,200, (subject to documentation of an annual salary
increase to $120,000 as approved by the compensation Committee effective on
October 7, 1997) until the termination of his employment either by Mr. Shafter
or the Company or his normal retirement in accordance with the Company
retirement programs in place at the time. Mr. Shafter is entitled, upon
termination of his employment by the Company without "Cause", by him with
"Good Reason" or either within three months prior to a change of control or
within two years after a "Change of Control" (as such terms are defined in the
employment agreement), to a severance payment equal to one-twelfth of his
annual salary multiplied by the number of full years of employment by the
Company, amounts accrued but unpaid under this employment contract and amounts
payable under existing employee benefit plans.
Richard E. Blubaugh has served as Vice President of Environmental and
Governmental Affairs since October 1, 1990. Mr. Blubaugh has an employment
agreement providing for his employment as an officer of the Company, at a
minimum annual salary of $100,690, until the termination of his employment
either by Mr. Blubaugh or the Company or his normal retirement in accordance
with the Company's retirement programs in place at the time. Mr. Blubaugh is
entitled, upon termination of his employment by the Company without "Cause",
by him with "Good Reason" or either within three months prior to a change of
control or within two years after a "Change of Control" (as such terms are
defined in the employment agreement), to a severance payment equal to one
year's salary, amounts accrued but unpaid under his employment agreement and
amounts payable under existing employee benefits plans.
The following table sets forth all compensation paid by the Company, for the
years ended December 31, 1997 and 1996, the six months ended December 31, 1995
and for the fiscal year ended June 30, 1995, to Messrs. Gregg B. Shafter and
Richard E. Blubaugh. Except for Mr. Blubaugh, no person who was serving as an
executive officer of the Company during the year ended December 31, 1997 had
total cash and cash-equivalent remuneration, which exceeded $100,000 during
the year.
SUMMARY COMPENSATION TABLE

                                                                           LONG
                                                                           TERM
                                                                          COMPEN-
                                              ANNUAL COMPENSATION         SATION
                                            ------------------------      -------
                                                             OTHER
                                                             ANNUAL               ALL OTHER
  NAME AND PRINCIPAL       YEAR OR PERIOD                    COMPEN-       STOCK   COMPEN-
        POSITION                ENDED        SALARY  BONUS   SATION       OPTIONS  SATION
  ------------------     ------------------ -------- ------ --------      ------- ---------
Gregg B. Shafter,
 President               Dec. 31, 1997      $ 86,395 $  --  $ 7,445(/2/)     --    $ 5,100(/3/)
                         Dec. 31, 1996        80,024 11,813   8,013(/2/)  75,000     5,465(/3/)
                         Dec. 31, 1995(/1/)   37,688    --    3,386(/2/)  26,500     2,261(/3/)
                         June 30, 1995        66,000  3,000   1,744(/2/)     --      3,792(/3/)
Richard E. Blubaugh, VP  Dec. 31, 1997        91,690    --    9,768(/2/)     --      5,501(/3/)
                         Dec. 31, 1996        91,676 13,754  10,214(/2/)  75,000     5,703(/3/)
                         Dec. 31, 1995(/1/)   46,575    --    5,956(/2/)  52,500     2,794(/3/)
                         June 30, 1995        85,500  3,500   6,481(/2/)  10,000     5,400(/3/)


(1) Represents the six-month period ended December 31, 1995.

(2) Includes certain perquisites, such as car allowances and life insurance premiums paid by the Company.
(3) Includes contributions by the Company to the Investment Savings Plan for Employees of Atlas.
See also, with respect to Messrs. Shafter and Blubaugh the section entitled
"Options" below.
INVESTMENT AND SAVINGS PLAN. The Atlas Company Investment and Savings Plan
(the "Plan") benefits employees of the Company and its subsidiaries who have
completed six months of service. Each participant under the Plan must be at
least 21 years of age. Under the Plan, an employee may elect to contribute,
pursuant to a salary reduction election, not less than 1% and not more than
10% of the employee's annual compensation. The Company makes a matching
contribution of 100% of the amount contributed by the employee, but not more
than 6% of the employee's annual compensation. In addition, the Company may
make special contributions to the Plan, but these special contributions may
not exceed the maximum amount deductible under Section 404(a)(3)(A) of the
Internal Revenue Code of 1986, as amended (the "Code"). Employee contributions
may be invested in a number of investment options, but not Common Stock of the
Company. All matching and special contributions to the Plan are invested in
shares of Common Stock of the Company.
1978 RETIREMENT PLAN. Eligible employees, including officers, participate in
the Atlas Company 1978 Retirement Plan (the "1978 Retirement Plan"), a
noncontributory defined benefit pension Plan. Benefits under the 1978
Retirement Plan are based on years of service and the participant's
compensation during the participant's three consecutive highest compensated
years out of the participant's final five years as a participant. Benefits
under the 1978 Retirement Plan are payable upon disability, death or
retirement at age 55 or later and may be distributed in the form of a lump
sum, a single-life annuity, a joint and survivor annuity covering the
participant and a beneficiary or installments over a term of years. 
Participants retiring before the age of 55 are entitled
to a lump sum distribution. Effective March 1, 1997, the Company froze all
future accrual of benefits under the 1978 Retirement Plan. The benefits earned
by each participant as of February 28, 1997 shall be preserved and no benefit
of any participant shall be decreased or reduced. At the Company's option the
freeze can be lifted at any time in the future.
The following table shows the estimated annual benefits payable upon
retirement in the form of a single-life annuity under the 1978 Retirement Plan
to persons in the specified compensation and years-of-service classifications:
PENSION PLAN TABLE


AVERAGE ANNUAL                       ESTIMATED ANNUAL RETIREMENT BENEFITS AT AGE
COMPENSATION ON                     65 FOR INDICATED YEARS OF CREDITED SERVICES
WHICH RETIREMENT                    --------------------------------------------
BENEFITS ARE BASED                    (10)     (15)     (20)     (25)     (30)
------------------                  -------- -------- -------- -------- --------
$ 50,000........................... $  8,535 $ 12,802 $ 17,070 $ 21,337 $ 25,604
$100,000........................... $ 18,535 $ 27,802 $ 37,070 $ 46,337 $ 55,604
$150,000........................... $ 28,535 $ 42,802 $ 57,070 $ 71,337 $ 85,604
$200,000........................... $ 28,535 $ 42,802 $ 57,070 $ 71,337 $ 85,604
$250,000........................... $ 28,535 $ 42,802 $ 57,070 $ 71,337 $ 85,604
$300,000........................... $ 28,535 $ 42,802 $ 57,070 $ 71,337 $ 85,604
Retirement benefits under the 1978 Retirement Plan are based on salaries and
additional compensation such as awards under the Annual Incentive Plan.
Directors' fees do not affect these benefits.
Benefits listed in the table are net of an offset for part of the
participant's Social Security benefits. There is no other offset. Years of
service credited through December 31, 1997 under the 1978 Retirement Plan for
the officers listed in the SUMMARY COMPENSATION TABLE is 14 years for Mr.
Blubaugh and 4 years for Mr. Shafter.
The Code sets limits on a participant's annual benefits on retirement under
the 1978 Retirement Plan. To assure that participants' retirement benefits are
not reduced in the future because of the Code limits, the Board of Directors
adopted a supplemental Executive Retirement Plan, which provides retirement
benefits on an unfunded basis to selected participants whose benefits under
the 1978 Retirement Plan would be limited by the Code in an amount equal to
the difference between the annual retirement benefit permitted under the 1978
Retirement Plan by the Code and the amount that would have been paid but for
the limitation imposed by the Code.
ANNUAL INCENTIVE PLAN. Under the Company's Annual Incentive Plan, incentive
compensation may be paid to key employees selected by the Compensation
Committee based on the achievement by the Company and the selected employees
of performance goals established for each fiscal year by the Compensation Committee. In
addition to target awards, which recognize achievement of the predetermined
goals, the Compensation Committee may establish threshold and maximum awards
to recognize performance, which has only been minimally acceptable, and
performance, which has been significantly above target. Target, threshold and
maximum awards are expressed as a percentage of selected employees' base
salary for the pertinent fiscal year. The Compensation Committee may consider
the adverse impact of external circumstances on the Company's performance in
evaluating the achievement of individual employee goals and in determining
whether to exercise its authority in such circumstances to make alternative or
supplemental awards. Since July 1, 1993, no awards were made under the Annual
Incentive Plan.
OPTIONS
  AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION. The following table provides information relating to the number and
value of stock options exercised in the year ended December 31, 1997 and the
number of exercisable and unexercisable stock options held by executive
officers at December 31, 1997:
                                                  NUMBER OF UNEXERCISED
                                              OPTIONS AT DECEMBER 31, 1997
                                              ----------------------------------
                           SHARES
                           ACQUIRED   VALUE
      NAME               ON EXERCISE REALIZED  EXERCISABLE        UNEXERCISABLE
      ----               ----------- -------- ----------------   ---------------
Gregg B. Shafter........     --        --                101,500               --
Richard E. Blubaugh.....     --        --                127,500               --
There were no unexercised, in-the-money options at December 31, 1997.