(3) Under the terms of employment contracts with the company, deferred contingent compensation will become payable to Mr. Humphreys and Mr. Vila, and has become payable to Mr. McGovern, over a period of years, as set forth in their respective contracts, commencing in the case of Mr. Humphreys and Mr. Vila after termination of their service with the company, and in the case of Mr. McGovern in January, 1962. In the case of Mr. Humphreys, the amount of such compensation will be $50,000 for each year of service from January 1, 1952, to December 31, 1961; in the case of Mr. Vila, the amount will be $25,000 for each year of service from January 1, 1961, until such time as his employment under his contract shall be terminated; and in the case of Mr. McGovern, the amount is $25,000 for each year of service from October 10, 1957, to October 31, 1960. As set forth in the respective contracts, payment of such compensation was made conditional upon the officer not leaving the company voluntarily or being discharged for cause and is further subject to forfeiture in the event that after termination of his service he engages in conduct prejudicial to the company or in a competing business. No other director or officer has an employment contract with the company providing for the payment of deferred compensation.
(4) The amount shown for Mr. McGovern in the column headed “Direct remuneration” includes $26,000 paid in 1963 in respect of deferred cash awards granted in prior years under the Management Incentive Plan. At the end of 1963, additional amounts in respect of a prior award under that plan were payable to Mr. McGovern, $15,370 in 1964 and in 1965, subject to forfeiture in the event of his engaging in conduct prejudicial to the company or in a competing business.
Such amount also includes a retirement allowance of $27,966 paid to Mr. McGovern in 1963 under a survivorship option elected by him. If such option had not been elected, his annual allowance would be $33,857.
The Management Incentive Plan provides for awards to employees not only in cash but also in participation units. Each participation unit entitles an employee to receive cash payments equal to the cash dividends payable on one share of the company’s common stock from the date of the award of the participation unit until the death of the employee and, in the event of the employee’s death prior to age 65, entitles his successors in interest to receive such payments until the date when the employee would have attained age 65. Awards of participation units may be accompanied by options for the purchase of shares of the company’s common stock in amounts not to exceed three shares for each participation unit, but participation units so awarded are subject to immediate cancellation pro rata upon the exercise of accompanying stock options.
No awards were made under the Management Incentive Plan for 1963. However, payments were made in 1963 in respect of participation units awarded for prior years, and stock options accompanying participation units awarded for 1962 were granted under the Management Incentive Plan on February 13, 1963. Stock options not related to participation units were granted under the Bonus Plan on January 8, 1964.
Table III below shows for each director and officer named in Table II above, and for all persons who were directors or officers during 1963, the number of participation units awarded under the Management Incentive Plan.