EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE FOR THE FISCAL YEARS ENDED JULY 31, 1995, 1994 AND
1993
LONG TERM COMPENSATION
----------------------
Annual Compensation Restricted
Name and Fiscal -------------------------------------- Options Stock
Principal Postion Year Salary Bonus Other(1) (No. of Shares) Awards
- ----------------- ------ ------ ----- -------- --------------- ----------
Fred Kornberg(2) 1995 $185,000 - * - -
Chairman, Chief 1994 185,000 - $ 43,542 - -
Executive Officer 1993 174,578 $14,790 36,664 - $187,500(3)
and President
J. Preston Windus, Jr.(4) 1995 100,000 - * 15,000 -
Vice President and 1994 100,000 - * 15,000 -
Chief Financial 1993 - - - - -
Officer, President
of Comtech Microwave
Products Corp.
Richard L. Burt(4) 1995 115,000 - - 4,960 -
Vice President, 1994 115,000 - - 15,000 -
President of Comtech 1993 105,000 35,000 - - -
Systems, Inc.
Glenn F. Higgins(4) 1995 96,425 - 11,511 2,500 -
Vice President, 1994 95,000 - * 8,000 -
President of Comtech 1993 90,000 17,000 * 2,000 -
Antenna Systems, Inc.
Michael D. Javits(4) 1995 $95,000 - - - -
Vice President, 1994 95,000 - * - -
President of 1993 95,000 3,000 - - -
Comtech Government
Systems, a Division
of Comtech Microwave
Products Corp.
|
* Less than 10% of the total salary and bonus reported for such officer.
(1) Mr. Kornberg's amounts in fiscal 1994 and 1993 consist of an automobile
allowance and accrued vacation and sick days not used. With respect to Mr.
Higgins, the amount in fiscal 1995 represents payments for unused accrued
vacation and sick days and an automobile allowance.
-5-
(2) Mr. Kornberg is employed pursuant to an agreement which was amended and
restated in August 1992 for the purpose of, among other things, extending
his employment for an additional five years. As so amended, the agreement
provides, among other things, for his employment until August 1997 at a
current basic compensation rate of $185,000 per annum and incentive
compensation, not to exceed his basic compensation, equal to 1% of the
Company's pre-tax income plus such additional amounts as the Board of
Directors may from time to time determine. Fifty percent of any such
incentive compensation is payable to Mr. Kornberg in the November following
the fiscal year to which such compensation relates, an additional 25% is
payable on the first anniversary of the initial 50% payment, and the final
25% is payable on the second anniversary of the initial payment. If Mr.
Kornberg voluntarily terminates his employment with the Company other than
after a Change in Control (as defined in his employment agreement), or if
the Company terminates his employment due to disability or for cause, he
will forfeit his right to receive accrued but unpaid incentive
compensation. If a Change in Control of the Company occurs, Mr. Kornberg
is entitled to terminate his employment and receive a lump sum payment
(subject to possible adjustments to avoid the characterization of the
payment as excess parachute payments and the consequent imposition of taxes
under Section 4999 of the Internal Revenue Code of 1986) equal to the sum
of (i) his then basic compensation for the balance of the employment period
or three times his basic compensation, whichever is greater, (ii) accrued
but unpaid incentive compensation with respect to prior fiscal years and
(iii) if he so elects, the market value less the applicable exercise price,
of any stock option then held by him. The aggregate of (i), (ii) and
(iii), as of October 17, 1995, would have been $581,228. Mr. Kornberg
would also be entitled to receive benefits under the Company's benefit
plans, or substantially equal benefits, for the remainder of the employment
period.
(3) Pursuant to his amended employment agreement and after stockholder
approval, Mr. Kornberg purchased 50,000 forfeitable shares of the Company's
Common Stock at a price of $.50 per share. The closing sale price of the
Common Stock on August 20, 1992, the date the Company and Mr. Kornberg
contracted for the sale and purchase of such shares, was $4.25. The shares
are subject to forfeiture in full if Mr. Kornberg voluntarily terminates
his employment prior to August 1997 (except after a Change in Control as
defined in the employment agreement) or if the Company terminates his
employment for Cause (as defined in the employment agreement). If
dividends were to be declared on the Company's Common Stock, these shares
which constitute the aggregate restricted stock holdings of Mr. Kornberg,
would be entitled to receive such dividends along with all other
outstanding shares.
(4) Mr. Windus, Mr. Burt and Mr. Higgins are eligible to receive, in addition
to their respective base compensation amounts, incentive compensation of up
to 2.5% of the relevant subsidiary's pre-tax profits and Mr. Javits is
eligible to receive up to 15% of his base compensation, based principally
upon the attainment of various goals. These goals which may include target
levels of sales, pre-tax profits, customer orders or cash flow, are
developed by senior management and submitted to the Executive Compensation
Committee for annual approval.
-6-
OPTION GRANTS IN THE FISCAL YEAR ENDED JULY 31, 1995
OPTIONS EXERCISE EXPIRATION
NAME GRANTED(1) % OF TOTAL PRICE (2) DATE
- ---- ---------- ----------- --------- ----------
Fred Kornberg - - - -
J. Preston Windus, Jr. 7,500 17.26% $2.63 01/18/05
7,500 17.26% 2.25 07/27/05
Richard L. Burt 2,460 5.66% 2.63 01/18/05
2,500 5.75% 2.25 07/27/05
Glenn F. Higgins 2,500 5.75% 2.63 01/18/05
Michael D. Javits - - - -
- -----------------------------
|
(1) One fifth of the options become exercisable on the first anniversary of the
date of grant, and on each of the second through fifth anniversaries
thereafter.
(2) The exercise price is the market price on the date the options were
granted.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED JULY 31, 1995
AND OPTION VALUES AS OF JULY 31, 1995
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED OPTIONS AT JULY 31, 1995 JULY 31, 1995(1)
ON VALUE ----------------------------- -----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------- -------- -----------------------------
Fred Kornberg - - 24,000 - $ - $ -
J. Preston Windus, Jr. - - 3,000 27,000 - -
Richard L. Burt - - 11,440 18,560 - -
Glenn F. Higgins - - 7,400 10,100 - -
Michael D. Javits - - 6,040 - - -
- -----------------------------
|
(1) "In-the-Money Options" would be options outstanding at the end of the last
fiscal year for which the fair market value of the Common Stock on such date
($2.25) exceeded the exercise price of the options.
|