ITEM 10. EXECUTIVE COMPENSATION
Summary compensation table
The following table sets forth the compensation paid during the last
three fiscal years to the Company's Chief Executive Officer, and the four
other most highly compensated executive officers whose total 2000 salary
and bonus exceeded $100,000:
------------Annual Compensation------------ -Long-Term Compensation-
Restricted Stock
Name & Position Year Salary Bonus Other Awards and options
Stanley Hirschman 2000 30,000 (partial yr.) 400,000 (1)
Chairman 2001 15,000 (partial yr)
Roy G. Warren 1998 $120,000 410,914 (2)
President & 1999 $120,000
Chief Executive Officer 2000 $180,000 (retroactive
to 1/1/00)
2001 $180,000
John McCormack 2001 $180,000 100,000 shares (3) 900,000 (4)
President &
Chief Operating Officer
Steven Langley 1999 $ 75,000 $30,000 $70,000 (5) 200,000 (6)
General Manager 2000 $ 75,000 $30,000 $70,000 (5) (6)
Chairman (China)
Michael Edwards 2000 $ 55,000 (partial yr.) $65,000 (7) 200,000 (7)
Sales VP 2001 $110,000
Anthony Guiliano 2000 $ 60,000 (partial yr.) $30,000 (8)
President & 2001 $120,000
Chief Operating Officer
Bravo! Foods, Inc.
Charles Beech 1997 510,914
Chairman 1998
Chief Executive Officer 1997-99 $120,000(9)
Paul Downes (9) 1997 1,383,705(10)
Chairman 1998
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<F1> Incentive bonus options for 400,000 shares of common stock issued in
100,000 share tranches when our stock trades at $2.00, $3.00, $4.00
and $5.00, respectively. Exercise price is the market price at
issue, with a term of three years.
<F2> These options were authorized by a directors' resolution on April 20,
1997. At that time, a market did not exist for our unrestricted
shares, which had a par value of $0.001.
<F3> One time signing bonus in common stock issued pursuant to an S-8
registration statement.
<F4> Signing bonus of 400,000 options at $0.75 per share with 50% vested
at December 31, 2001 and 2002, respectively, with expiration dates
five years from vesting. Incentive bonus options for 500,000 shares
of common stock issued in 100,000 share tranches when stock trades at
$1.00, $2.00, $3.00, $4.00 and $5.00, respectively. Exercise price
is the market price at issue, with a term of five years.
<F5> Includes $48,000 annual allowance for housing in Shanghai, PRC for
Mr. Langley and his family and $22,000 educational expense for family
members.
<F6> Pursuant to October 1, 1999 agreement for five year options (from
vesting) at market as of September 1, 1999, subject to the following
vesting schedule: 50,000 at 9-1-99; 50,000 at 9-1-00; 50,000 at 9-1-
01; 50,000 at 9-1-02.
<F7> $65,000 bonus paid in quarterly installments for one year with review
thereafter. All options have an exercise price at market, when
issued. Options for 50,000 issued as signing bonus on November 27,
2000; 50,000 to be issued on 5-31-01; 50,000 on 5-31-02;and 50,000 on
5-31-03. Options have a five year term from issuance.
<F8> Incentive options for 127,500 shares of common stock of Bravo!. If
exercised now, the common stock underlying these options represents
15% of the issued and outstanding common stock of Bravo!. Mr.
Guiliano receives from $5,000 to $30,000 for each dairy signed to
participate in Bravo!'s Looney Tunes(TM) branded milk production
program, depending upon the size of the dairy. Mr. Guiliano's
compensation is an expense of Bravo!.
<F9> Salary deemed paid to Mr. Beech for expense accounting purposes only.
<F10> These options were granted to Tamarind Management, Ltd., an affiliate
of Mr. Downes.
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Option grant table 1999 and 2000
Underlying Percentage Per Share Expiration
Name & Position Common of Total Exercise $ Date
1999
----
Stephen Langley 200,000 88.88% market at 5 years from
Chief Operating 12-1-99($1.10) vesting
Officer (China)
Nancy Yuan 25,000 11.12% market at 9-12-04
Chief Financial 12-1-99 ($1.10)
Officer (China)
2000
----
Michael Edwards 50,000 100% market at 5 years from
Sales VP 11-27-00($0.50) vesting
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Aggregated option exercises in fiscal 1998, 1999 and 2000
None of the named executive officers exercised any stock options
during fiscal 1998,1999 or 2000. The following table provides information
on the value of such officers' unexercised options at December 31, 2000.
Aggregated 1999 and 2000 Fiscal Year End Option Value Table
Securities Underlying Value of "In The Money"
Name & Position Unexercised Options Unexercised Options (1)
--------------- --------------------- -----------------------
Roy G. Warren 410,914 $-0-
Stephen Langley 100,000 (100,000 unexercisable) $-0-
Michael Edwards 50,000 (150,000 unexercisable) $-0-
Nancy Yuan 25,000 $-0-
Charles Beech 510,914 $-0-
Paul Downes (2) 1,383,705 $-0-
--------------------
<F1> On December 31, 1999 and 2000, our unrestricted common stock was
quoted on the NASD Over The Counter Electronic Bulletin Board at a
closing price of $0.81 and $0.2656, respectively; the reported dollar
values represent the "in-the money" value of the options listed as of
each year end.
<F2> These options were granted to Tamarind Management, Ltd., an affiliate
of Mr. Downes.
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Compensation of Directors
Directors were compensated for their travel expenses to and from
board of directors' meetings in 1998, 1999 and 2000. There were four in
person meetings and eleven telephonic meetings of the board in 1998, two in
person meetings and eleven telephonic meetings of the board in 1999 and
three in person meetings and five telephonic meetings of the board in 2000.
Employment contracts
* Stanley Hirschman, Chairman of the Board
The Company has a month-to-month contract with Mr. Hirschman with
monthly compensation set at $7,500 for the six-month period commencing
September 1, 2000. During his employment, Mr. Hirschman also will receive
three year incentive options for an additional 400,000 shares in tranches
of 100,000 as the public trading price for the Company's stock attains
certain pre-determined levels. The exercise price for these options will
track the market price for common stock when granted.
* John McCormack, President and Chief Operating Officer
The Company has a two-year contract with Mr. McCormack commencing
December 1, 2000, at an annual base salary of $180,000. Mr. McCormack will
receive100,000 shares of common stock and options for 400,000 shares at
$0.75 per share as a signing bonus. The options for 400,000 shares vest
50% on December 31, 2001 and 2002, respectively and expire five years from
vesting. During his employment, he also will receive five-year incentive
options for an additional 500,000 shares in tranches of 100,000 as the
public trading price for our stock attains certain pre-determined levels.
The exercise price for these options will track the market price for The
Company's common stock when granted.
* Michael Edwards, our Vice President for Sales
The Company has a three-year contract with Mr. Edwards commencing
June 1, 2000, at an annual base salary of $110,000 plus a $65,000 one-year
bonus, payable quarterly. Mr. Edwards received five-year options for
50,000 shares of common stock at an exercise price of $0.69 per share as a
signing bonus. He also will receive five-year option for an additional
150,000 shares in three annual tranches of 50,000, commencing May 1, 2001.
These additional options will have an exercise prices that track the market
price for the Company's common stock when granted.
* Nancy Yuan, Chief Financial Officer for Chinese operations through
mid 2000 and presently Comptroller for overall US operations
Ms. Yuan has a five-year contract dated December 1, 1999 and
effective September 13, 1999, at a base annual salary of $40,000, with an
annual bonus of $5,000 in the first year. Ms. Yuan's employment agreement
calls for her receipt of one time five-year stock options for 25,000 shares
at an exercise price of $1.12 per share.
* Stephen Langley, Chief Operating Officer (General Manager) of China
Premium (Shanghai), wholly owned Chinese subsidiary
Mr. Langley has a five-year contract dated December 1, 1999 and
effective September 1, 1999, at a base annual salary of $75,000, with a
quarterly bonus of $7,500 in the first year. In subsequent years, Mr.
Langley's bonus is performance based. In addition, Mr. Langley receives a
$48,000 annual housing allowance and a $22,000 education allowance for his
family. Mr. Langley's employment agreement calls for his receipt of five-
year stock options for 200,000 shares at an exercise price of $1.12 per
share. These options are in four equal tranches of 50,000 with vesting over
a three-year period.
* Anthony Guiliano, President and Chief Operating Officer of Bravo!
Foods, Inc.
Mr. Guiliano has a five-year contract with the Company's Bravo!
subsidiary, dated November 2000 and effective July 1, 2000. Mr. Guiliano
receives a base salary of $120,000 plus an annual bonus of $30,000, payable
quarterly, and incentive options for 127,500 shares of the common stock of
Bravo!. If exercised now, the common stock underlying these options
represents 15% of the issued and outstanding common stock of Bravo!. Mr.
Guiliano receives from $5,000 to $30,000 for each dairy signed to
participate in Bravo!'s Looney Tunes(TM) branded milk production program,
depending upon the size of the dairy. Mr. Guiliano's compensation is an
expense of Bravo!. Mr. Guiliano has received three-year options for
250,000 shares of the Company's common stock at $1.00 per share.
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