Proxy
Director Summary Compensation Table The table below summarizes the compensation paid by the Company to Salvador de Camargo, Jr. and the
Company’s non-employee directors for fiscal 2012. DIRECTOR COMPENSATION
Fees Earned or Paid in
Cash (Meeting Fees and
Name Ralph G. Lawrence Terry A. Piper
Salvador de Camargo, Jr. 1 Richard B. Kennedy David A. Lemoine
Retainers) ($)
31,000 -
31,000 28,000 32,000
Non-Equity Stock
Awards ($)
- -
- -
Option Awards ($)
- -
- -
Incentive Plan Compensation ($)
- -
- -
Change in Pension Value and Non-Qualified
Deferred Compensation Earnings ($)
- -
- -
All Other
Compensation ($)
- -
- -
1 Salvador de Camargo, Jr.’s total compensation in fiscal 2012 was $303,000. He was not separately compensated as a member of the Board. Mr. de Camargo, Jr.’s compensation in Brazilian Reals was R613,000.
F. Employee Stock Ownership and 401(k) Savings Plans The Company also maintains an ESOP, established in 1984, and a 401(k) Savings Plan, established in 1986.
Both plans are designed to supplement retirement benefits provided under the Company’s Retirement Plan and to enable employees to share in the growth of the Company.
As drafted, the ESOP covers eligible domestic employees who have at least one year of service and have
attained age 21. However, as of June 30, 1994, all of the shares of Common Stock in the ESOP were allocated to participant accounts, and future ESOP contributions by the Company (if any) are discretionary. Employees who retire, die, or otherwise terminate employment will be entitled to receive their vested account balance, if any, under the ESOP, which will generally be distributed at the same time that the employee is eligible to begin receiving a benefit under the Retirement Plan. An amount equal to 90% of an employee’s ESOP account balance, if any, expressed in annuity form, will be used to offset the employee’s benefit under the Retirement Plan. See “Pension Benefits” above.
The 401(k) Savings Plan is a savings and salary deferral plan that is intended to qualify for favorable tax
treatment under Section 401(a) of the Internal Revenue Code. To be a participant in the 401(k) Savings Plan (a “Participant”), an eligible employee must have completed six months of service and be at least 18 years old. Participants may authorize deferral of a percentage of their compensation through payroll deductions, subject to any limitations imposed by the 401(k) Savings Plan administrator, which the Company will contribute to a trust fund established for the 401(k) Savings Plan (the “401(k) Trust”).
The Company contributes to the 401(k) Savings Plan for the benefit of each Participant a matching
contribution equal to one-third of the first 5% of the Participant’s compensation (as determined under the 401(k) Savings Plan) that the Participant contributes as a salary deferral for each month. The Company may prospectively increase or decrease the matching contribution formula. Under current vesting rules, matching contributions vest after three years of service (as determined under the 401(k) Savings Plan) and salary deferral contributions vest immediately. Participants may, among other investment choices, invest their contributions and matching contributions in the Company stock fund.
Participants are not subject to federal or state income tax on salary deferral contributions or on Company
matching contributions or the earnings thereon until such amounts are withdrawn from the 401(k) Savings Plan. Assets of the Plan, including Company stock, are held in trust. Company stock is held in a unitized fund that
includes both Company stock and cash. Counsel Trust Company is the trustee of the 401(k) Trust. 18 A15
Total ($)
31,000 -
31,000 28,000 32,000
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