GREIF BROS. CORPORATION
425 Winter Road
Delaware, Ohio 43015
 
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 
 
To the Stockholders of Greif Bros. Corporation:
 
Notice is hereby given that the Annual Meeting of Stockholders of Greif Bros. Corporation (the “Company”) will be held at its principal executive offices, 425 Winter Road, Delaware, Ohio 43015, on February 24, 2003, at 10:00 A.M., E.S.T., for the following purposes:
 
 
1.
 
To elect nine directors to serve for a one-year term;
 
 
2.
 
To consider and vote upon a proposal to change the Company’s corporate name from “Greif Bros. Corporation” to “Greif, Inc.” and to amend the Company’s Amended and Restated Certificate of Incorporation to effect the change in corporate name; and
 
 
3.
 
To transact such other business as may properly come before the meeting or any and all adjournments.
 
Only stockholders of record of the Class B Common Stock at the close of business on January 9, 2003, will be entitled to vote at this meeting.
 
Whether or not you plan to attend this meeting, we hope that Class B stockholders will sign the enclosed proxy and return it promptly in the enclosed envelope. If you are able to attend the meeting and wish to vote in person, at your request we will cancel your proxy.
 
   
January 25, 2003
 
Gary R. Martz
   
Secretary

 

 

GREIF BROS. CORPORATION
425 Winter Road
Delaware, Ohio 43015
 
 
PROXY STATEMENT
 
 
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 24, 2003
 
To the Stockholders of Greif Bros. Corporation:
 
This Proxy Statement is being furnished to all of the stockholders of Greif Bros. Corporation, a Delaware corporation (the “Company”), in connection with the Company’s Annual Meeting of Stockholders scheduled to be held on February 24, 2003, at 10:00 A.M., E.S.T., at the Company’s principal executive offices, 425 Winter Road, Delaware, Ohio 43015. It is anticipated that this Proxy Statement and form of proxy will first be sent to the stockholders on or about January 25, 2003.
 
PROXIES AND VOTING
 
This Proxy Statement is being furnished to Class B stockholders of the Company, the only class of stockholders entitled to vote at the Annual Meeting, in connection with the solicitation by management of proxies that will be used at the Annual Meeting. Class A stockholders are not entitled to vote at the Annual Meeting, and therefore, this Proxy Statement is being furnished to Class A stockholders for informational purposes only, and no proxy is being solicited from them.
 
At the Annual Meeting, the Class B stockholders will vote upon: (1) the election of nine directors; (2) a proposal to approve the Company’s corporate name change from “Greif Bros. Corporation” to “Greif, Inc.” and to amend the Company’s Amended and Restated Certificate of Incorporation to effect the change in corporate name; and (3) such other business as may properly come before the meeting or any and all adjournments.
 
Class B stockholders do not have the right to cumulate their votes in the election of directors, and the nine nominees receiving the highest number of votes will be elected as directors. The vote required for the approval of the Company’s corporate name change from “Greif Bros. Corporation” to “Greif, Inc.” and to amend the Company’s Amended and Restated Certificate of Incorporation to effect the change in corporate name is the favorable vote of a majority of the outstanding shares of the Class B Common Stock entitled to vote at the Annual Meeting.
 
Shares of Class B Common Stock represented by properly executed proxies will be voted at the Annual Meeting in accordance with the choices indicated on the proxy. If no choices are indicated on a proxy, the shares represented by that proxy will be voted in favor of the nine nominees described in this Proxy Statement and to approve the proposal regarding the Company’s corporate name change from “Greif Bros. Corporation” to “Greif, Inc.” and to amend the Company’s Amended and Restated Certificate of Incorporation to effect the change in corporate name. Any proxy may be revoked at any time prior to its exercise by delivering to the Company a subsequently dated proxy or by giving notice of revocation to the Company in writing or in open meeting. A Class B stockholder’s presence at the Annual Meeting does not by itself revoke the proxy.
 
Abstentions will be considered as shares of Class B Common Stock present and entitled to vote at the Annual Meeting and will be counted for purposes of determining whether a quorum is present. Abstentions will not be counted in determining the votes cast for the election of directors and will not have a positive or negative effect on the outcome of the election. Because the proposal to approve the Company’s corporate name change from “Greif Bros. Corporation” to “Greif, Inc.” and to amend the Company’s Amended and Restated Certificate of Incorporation to effect the change in corporate name requires the favorable vote of a majority of the outstanding shares of Class B Common Stock entitled to vote at the Annual Meeting, abstentions will have the same effect as a vote against this proposal.
 
If your Class B Common Stock is held in street name, you will need to instruct your broker regarding how to vote your Class B Common Stock. If you do not provide your broker with voting instructions regarding the election of directors, your broker will nevertheless have the discretion to vote your shares of Class B Common Stock for the election of directors. There are certain other matters, however, over which your broker does not have discretion to vote your Class B Common Stock without your instructions — these situations are referred to as “broker non-votes.” The proposal regarding the Company’s corporate name change from “Greif Bros. Corporation” to “Greif, Inc.” and to amend the Company’s Amended and Restated Certificate of Incorporation to effect the change in corporate name falls into this category. If you do not provide your broker with voting instructions on this proposal, your shares of Class B Common Stock will not be voted on this proposal. Because broker non-votes will be considered as shares of Class B Common Stock present and entitled to vote for this proposal, broker non-votes will have the same effect as votes against this proposal.
 
The close of business on January 9, 2003, has been fixed as the record date for the determination of Class B stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. On the record date, there were outstanding and entitled to vote 11,757,859 shares of Class B Common Stock. Each share is entitled to one vote.
 

PROPOSAL NO. 1—ELECTION OF NINE DIRECTORS FOR ONE-YEAR TERM
 
The number of directors currently is fixed at nine, with each director serving for a one-year term. At the Annual Meeting, shares of the Class B Common Stock represented by the proxies, unless otherwise specified, will be voted to elect as directors Michael J. Gasser, Charles R. Chandler, Michael H. Dempsey, Naomi C. Dempsey, Daniel J. Gunsett, John C. Kane, Patrick J. Norton, David J. Olderman and William B. Sparks, Jr., the nine persons nominated by the Nominating Committee of the Board of Directors, all of whom, except for Mr. Norton, are currently directors of the Company and have served continuously since their first election or appointment. Each of the nominees has consented to being named in the Proxy Statement and to serve if elected.
 
If any nominee is unable to accept the office of director, or will not serve, which is not anticipated, the persons named in the proxy will not have authority to vote for another nominee.
 
Directors’ Biographies
 
Michael J. Gasser , 51, has been a director since 1991. He has been Chairman of the Board of Directors and Chief Executive Officer of the Company since 1994. He has been an executive officer of the Company since 1988. He is a member of the Executive, Nominating and Stock Repurchase Committees. He is also a director for Bob Evans Farms, Inc., a restaurant and food products company.
 
Charles R. Chandler , 67, has been a director since 1987. He is an investor. He was Vice Chairman of the Company for more than five years until his retirement in September 2002. From 1999 through September 2002, Mr. Chandler also served as President of Soterra LLC, a subsidiary of the Company. He is a member of the Executive Committee.
 
Michael H. Dempsey , 46, has been a director since 1996. He is an investor. Prior to 1997, and for more than five years, he had been the President of Kuschall of America, a wheelchair manufacturing company. He is a member of the Compensation, Executive and Stock Option Committees. Mr. Dempsey is the son of Naomi C. Dempsey.
 
Naomi C. Dempsey, 86, has been a director since 1995. She is an investor and member of the Nominating Committee. Mrs. Dempsey is the mother of Michael H. Dempsey.
 
Daniel J. Gunsett , 54, has been a director since 1996. For more than five years, he has been a partner with the law firm of Baker & Hostetler LLP. He is a member of the Audit, Compensation, Executive, Nominating, Stock Option and Stock Repurchase Committees.
 
John C. Kane , 63, has been a director since 1999. He is an investor. Prior to 2001, and for more than five years, he was President and Chief Operating Officer of Cardinal Health, Inc., a health-care services company, and was a director for Cardinal Health, Inc. He is a member of the Audit, Compensation and Stock Option Committees. He is also a director of Connetics Corporation, a biopharmaceutical company.
 
Patrick J. Norton , 52, is a nominee as a director. Mr. Norton retired as Executive Vice President and Chief Financial Officer of The Scotts Company, a consumer lawn and garden products company, in January 2003. Mr. Norton served as Chief Financial Officer of The Scotts Company from February 2000 until his retirement. From 1983 until its acquisition by ServiceMaster, Inc. in February 1997, Mr. Norton was the President, Chief Executive Officer and a director of Barefoot Inc., a lawn care company. Mr. Norton also serves as a director of The Scotts Company.
 
David J. Olderman , 67, has been a director since 1996. He is an investor. Prior to 1997, and for more than five years, he had been Chairman, owner and Chief Executive Officer of Carret and Company, Inc., an investment consulting firm. He is a member of the Audit, Compensation and Stock Option Committees.
 
William B. Sparks, Jr. , 61, has been a director since 1995. He has been President and Chief Operating Officer of the Company for more than five years. He is a member of the Executive Committee.
 
In the tabulating of votes, abstentions and broker non-votes will be disregarded and will have no effect on the outcome of the vote.

PROPOSAL NO. 2—APPROVAL OF THE CHANGE OF THE COMPANY’S CORPORATE NAME FROM “GREIF BROS. CORPORATION” TO “GREIF, INC.” AND TO AMEND THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT THE
CHANGE IN CORPORATE NAME
 
At the Annual Meeting, the Class B stockholders will be requested to consider and act upon a proposal to approve the change of the Company’s corporate name from “Greif Bros. Corporation” to “Greif, Inc.” and to amend the Company’s Amended and Restated Certificate of Incorporation to effect the change in corporate name (the “Amendment”).
 
Description of the Amendment
 
On December 10, 2002, the Board of Directors adopted a resolution to change the corporate name of the Company from “Greif Bros. Corporation” to “Greif, Inc.” and, subject to approval of the Class B stockholders, to amend the Company’s Amended and Restated Certificate of Incorporation to effect the change in corporate name. The resolution also provided that the Amendment be proposed to the stockholders entitled to vote thereon for consideration at the Annual Meeting of Stockholders on February 24, 2003, all in accordance with Section 242 of the Delaware General Corporation Law.
 
The Amendment is consistent with the recent adoption of the “Greif” name around the world by the Company’s subsidiaries and the launch of the Company’s new corporate identity. The Amendment and the new identity are all part of the Company’s recent transformation, growing from a U.S. regional industrial packaging supplier to a world leader in industrial packaging.
 
The form of the Amendment is attached as Exhibit A.
 
Reasons for Stockholder Approval
 
Section 242 of the Delaware General Corporation Law requires that Delaware corporations, such as the Company, obtain stockholder approval of an amendment to the certificate of incorporation. In order to change the corporate name of the Company, it is necessary to amend the Company’s Amended and Restated Certificate of Incorporation.
 
It should be noted that at any time prior to the effectiveness of the filing of a Certificate of Amendment effecting the Amendment, and notwithstanding authorization by the stockholders of the Amendment, the Board of Directors may abandon the Amendment without further action by the stockholders of the Company.
 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT.

BOARD OF DIRECTORS COMMITTEES AND MEETINGS
 
The Board held four meetings during the 2002 fiscal year. Each director attended at least 75% of the meetings held by the Board and committees on which he or she served during the 2002 fiscal year.
 
The Board has established an Executive Committee, a Compensation Committee, an Audit Committee, a Stock Option Committee, a Stock Repurchase Committee and a Nominating Committee.
 
The Executive Committee, whose current members are Messrs. Gasser, Chandler, Dempsey, Gunsett and Sparks, has the same authority, subject to certain limitations, as the Board during intervals between meetings of the Board. The Executive Committee held seven meetings during the 2002 fiscal year.
 
The Compensation Committee, whose current members are Messrs. Dempsey, Gunsett, Kane and Olderman, is responsible for evaluating the compensation, fringe benefits and perquisites provided to the Company’s officers and adopting compensation policies applicable to the Company’s executive officers, including the specific relationship, if any, of corporate performance to executive compensation and the factors and criteria upon which the compensation of the Company’s Chief Executive Officer should be based. The Compensation Committee held two meetings during the 2002 fiscal year.
 
The Audit Committee, whose current members are Messrs. Gunsett, Kane and Olderman, is responsible for the appointment of the Company’s auditors to the Board, reviewing with such auditors the scope and results of their audit, reviewing the Company’s accounting functions, operations and management, and considering the adequacy and effectiveness of the internal accounting controls and internal auditing methods, policies and procedures of the Company. The Audit Committee held four meetings during the 2002 fiscal year.
 
The Stock Option Committee, whose current members are Messrs. Dempsey, Gunsett, Kane and Olderman, is responsible for administering the Company’s Incentive Stock Option Plan which provides for the granting of options for shares of the Company’s Class A Common Stock to key employees. The Stock Option Committee held one meeting during the 2002 fiscal year.
 
The Stock Repurchase Committee, whose current members are Messrs. Gasser and Gunsett, is responsible for administering the Company’s Stock Repurchase Program. The Stock Repurchase Committee held one meeting during the 2002 fiscal year.
 
The Nominating Committee, whose current members are Mrs. Dempsey and Messrs. Gasser and Gunsett, is responsible for nominating members to the Board and committees. The Nominating Committee held one meeting to consider and nominate the nine persons described in this Proxy Statement.
 
The Nominating Committee will consider for nomination as directors of the Company persons recommended by the stockholders of the Company. In order to recommend a person for the 2004 Annual Meeting, a stockholder must deliver a written recommendation to the Secretary of the Company on or prior to 120 days in advance of the first anniversary of the date of this Proxy Statement (the “Notice Date”). In order to be considered by the Nominating Committee, the written recommendation must contain the following information: (a) the name and address, as they appear on the Company’s books, of the stockholder making the recommendation; (b) the class and number of shares of capital stock of the Company beneficially owned by such stockholder; (c) the name and address of the person recommended as a nominee and a brief description of the background, experience and qualifications of such person which will assist the Nominating Committee in evaluating such person as a potential director of the Company; and (d) any material interest of such stockholder or such nominee in the business to be presented at the 2004 Annual Meeting. After the Notice Date, the Nominating Committee will meet and consider all persons recommended by stockholders as nominees for directors. Within 30 days after the Notice Date, the Secretary of the Company will notify in writing the stockholder recommending the nominee whether or not the Nominating Committee intends to nominate for election as a director at the 2004 Annual Meeting the person he or she recommended.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth certain information, as of January 9, 2003, with respect to the only persons known by the Company to be the beneficial owners of 5% or more of the Class B Common Stock, the Company’s only class of voting securities:
 
Name and Address
  
Class of Stock
  
Type of Ownership
  
Number of Shares
  
Percent of Class
 
Naomi C. Dempsey
  
Class B
  
See (1) below
  
5,425,904
  
46.15
%
782 W. Orange Road
Delaware, Ohio
                     
Naomi A. Coyle Trust
  
Class B
  
See (2) below
  
1,663,040
  
14.14
%
c/o Michael H. Dempsey, Trustee
2240 Encinitas Boulevard
Suite D-403
Encinitas, California
                     
Michael H. Dempsey
  
Class B
  
See (3) below
  
2,292,067
  
19.49
%
2240 Encinitas Boulevard
Suite D-403
Encinitas, California
                     
Robert C. Macauley
  
Class B
  
Record and Beneficially
  
1,130,000
  
9.61
%
161 Cherry Street
New Canaan, Conneticut
                     
(1)
 
Held by Naomi C. Dempsey as trustee of the Naomi C. Dempsey Living Trust.
 
(2)
 
Held of record and beneficially by the Naomi A. Coyle Trust. Michael H. Dempsey is the trustee of this Trust. See (3) below.
 
(3)
 
Held by Michael H. Dempsey (129,052 shares), Michael H. Dempsey as trustee of the John C. Dempsey Trust (378,500 shares), the Naomi A. Coyle Trust (1,663,040 shares) and the Naomi C. Dempsey Charitable Lead Annuity Trust (121,475 shares).
 
The following table sets forth certain information, as of January 9, 2003, with respect to the Class A Common Stock and Class B Common Stock (the only equity securities of the Company) beneficially owned, directly or indirectly, by each director and each executive officer named in the summary compensation table:
 
    
Title and Percent
of Class (1)
 
Name
  
Class A
    
%
 
Charles R. Chandler
  
97,900
 
  
*
 
Michael H. Dempsey
  
19,240
(2)
  
*
 
Naomi C. Dempsey
  
14,000
 
  
*
 
Michael J. Gasser
  
158,100
 
  
1.50
%
Daniel J. Gunsett
  
14,000
 
  
*
 
Donald S. Huml
  
500
 
  
*
 
John C. Kane
  
11,000
 
  
*
 
John S. Lilak
  
22,500
 
  
*
 
Robert C. Macauley
  
0
 
  
*
 
Gary R. Martz
  
0
 
  
*
 
David J. Olderman
  
15,000
 
  
*
 
William B. Sparks, Jr.
  
99,086
 
  
*
 

 
    
Title and Percent
of Class (1)
 
Name
  
Class B
    
%
 
Charles R. Chandler
  
4,000
 
  
*
 
Michael H. Dempsey
  
2,292,067
(3)
  
19.49
%
Naomi C. Dempsey
  
5,425,904
(4)
  
46.15
%
Michael J. Gasser
  
11,898
 
  
*
 
Daniel J. Gunsett
  
1,000
 
  
*
 
Donald S. Huml
  
0
 
  
*
 
John C. Kane
  
0
 
  
*
 
John S. Lilak
  
0
 
  
*
 
Robert C. Macauley
  
1,130,000
 
  
9.61
%
Gary R. Martz
  
300
 
  
*
 
David J. Olderman
  
43,074
 
  
*
 
William B. Sparks, Jr.
  
6,248
 
  
*
 
*
 
Less than one percent.
 
(1)
 
Except as otherwise indicated below, the persons named in the table (and their spouses, if applicable) have sole voting and investment power with respect to all shares of Class A Common Stock or Class B Common Stock, as the case may be, owned by them. This table includes shares for Class A Common Stock subject to currently exercisable options, or options exercisable within 60 days of January 9, 2003, granted by the Company under the Incentive Stock Option Plan and the 1996 Directors’ Stock Option Plan, for the following directors and named executive officers: Mr. Chandler—97,000; Mr. Dempsey—14,000; Mrs. Dempsey—14,000; Mr. Gasser—158,000; Mr. Gunsett—14,000; Mr. Kane—6,000; Mr. Lilak—18,500; Mr. Olderman—14,000 and Mr. Sparks—98,000.
 
(2)
 
Held by Michael H. Dempsey as trustee of the John C. Dempsey Trust (5,240 shares) plus the exercisable options discussed in (1) above.
 
(3)
 
Held by Michael H. Dempsey (129,052 shares), Michael H. Dempsey as trustee of the John C. Dempsey Trust (378,500 shares), the Naomi A. Coyle Trust (1,663,040 shares) and the Naomi C. Dempsey Charitable Lead Annuity Trust (121,475 shares).
 
(4)
 
Held by Naomi C. Dempsey as trustee of the Naomi C. Dempsey Living Trust.
 
The Class A Common Stock has no voting power, except when four quarterly cumulative dividends upon the Class A Common Stock are in arrears.
 
The following table sets forth the equity securities owned or controlled by all directors and executive officers as a group (19 persons) as of January 9, 2003:
 
 
Title of class of stock
    
Amount beneficially owned
  
Percent of class
 
Class A Common Stock (1)
    
491,976
  
4.66
%
Class B Common Stock
    
8,914,791
  
75.82
%
 
(1)
 
Shares represent the number of shares beneficially owned, directly or indirectly, by each director and executive officer as of January 9, 2003. The number includes shares subject to currently exercisable options or options exercisable within 60 days of January 9, 2003, granted by the Company under the Incentive Stock Option Plan and the 1996 Directors’ Stock Option Plan, for the directors and executive officers as a group—473,950 shares.

EXECUTIVE COMPENSATION
 

The following table sets forth the compensation for the three years ended October 31, 2002 for the Company’s Chief Executive Officer, the Company’s four other most highly compensated executive officers and one additional executive officer that retired during 2002:
 
Summary Compensation Table
 
         
Annual Compensation
       
Long-Term
Compensation
Name & Position
  
Year
  
Salary
  
Bonus (1)
  
All Other (2)
  
LTIP Payouts (3)
  
Restricted Stock Awards (3)
  
Number of Stock Options Granted
Michael J. Gasser
  
2002
  
$
638,341
  
$
274,625
  
$
3,435
  
$
186,400
  
$
46,600
  
35,000
    Chairman and Chief
  
2001
  
$
568,351
  
$
301,600
  
$
2,970
  
$
0
  
$
0
  
35,000
    Executive Officer
  
2000
  
$
510,090
  
$
298,403
  
$
3,000
  
$
0
  
$
0
  
28,000
William B. Sparks, Jr.
  
2002
  
$
461,688
  
$
168,034
  
$
2,872
  
$
114,400
  
$
28,600
  
20,000
    Director, President and
  
2001
  
$
413,191
  
$
184,801
  
$
3,679
  
$
0
  
$
0
  
20,000
    Chief Operating Officer
  
2000
  
$
379,132
  
$
187,671
  
$
4,134
  
$
0
  
$
0
  
17,000
Donald S. Huml (4)
  
2002
  
$
198,000
  
$
216,750
  
$
32,860
  
$
90,400
  
$
22,600
  
35,000
    Chief Financial Officer
                                            
John S. Lilak
  
2002
  
$
304,992
  
$
100,747
  
$
4,335
  
$
68,800
  
$
17,200
  
15,000
    Executive Vice President, Paper,
  
2001
  
$
274,342
  
$
112,000
  
$
3,750
  
$
0
  
$
0
  
12,500
    Packaging & Services, and
    President of Soterra LLC
    (subsidiary company)
  
2000
  
$
246,045
  
$
110,720
  
$
162,576
  
$
0
  
$
0
  
12,500
Charles R. Chandler (5)
  
2002
  
$
300,305
  
$
98,319
  
$
210,628
  
$
71,200
  
$
17,800
  
0
    Retired Vice Chairman and Retired
  
2001
  
$
346,037
  
$
126,689
  
$
198,894
  
$
0
  
$
0
  
0
    President of Soterra LLC
    (subsidiary company)
  
2000
  
$
492,609
  
$
221,675
  
$
318,665
  
$
0
  
$
0
  
16,000
Gary R. Martz (6)
  
2002
  
$
250,000
  
$
97,500
  
$
45,705
  
$
69,600
  
$
17,400
  
30,000
    Senior Vice President, General
    Counsel and Secretary
                                            
 
(1)
 
See “Compensation Committee Report on Executive Compensation” regarding the payment of cash bonuses in 2002. For 2001 and 2000, cash bonuses were paid pursuant to a discretionary bonus plan implemented by the Compensation Committee of the Board of Directors which linked the payment of bonuses to the achievement of predetermined return on asset thresholds.
 
(2)
 
With respect to Messrs. Gasser, Lilak and Sparks, the dollar amount in the all other category relates to the Company match for the 401(k) plan and premiums paid for life insurance. In addition, Mr. Lilak had relocation expenses of $158,509 in 2000.
 
With respect to Messrs. Huml and Martz, the dollar amount in the all other category relates to payments for relocation expenses and premiums paid for life insurance. For Mr. Huml, relocation expenses were $32,500, and for Mr. Martz, relocation expenses were $45,000.
 
With respect to Mr. Chandler, the dollar amount in the all other category relates to the Company match for the 401(k) plan, premiums paid for life insurance and deferred compensation under a deferred compensation contract entered into in June 1992. This contract will supplement Mr. Chandler’s retirement benefits under the Greif Bros. Riverville Mill’s defined benefit pension plan (the “Riverville Mill Plan”). The annual amounts payable to Mr. Chandler or his surviving spouse under this contract are diminished by the amounts he receives under the Riverville Mill Plan. Mr. Chandler’s estimated accrued benefits under this contract are currently $342,308 per year for 10 years and $228,205 per year for an additional five years. Deferred compensation amounts were $207,902, $193,554 and $312,121 for the years 2002, 2001 and 2000, respectively.
 
(3)
 
Long-term incentive plan (“LTIP”) payouts were paid pursuant to the Company’s long-term incentive compensation plan (the “LTIC Plan”) described below (see “Incentive Compensation Plans”). In accordance with the terms of the LTIC Plan, these LTIP payouts were paid 80% in cash and 20% in restricted shares of the Company’s Class A Common Stock.
 
(4)
 
Mr. Huml was hired as Chief Financial Officer in April 2002. Prior to that time, he was not an employee of the Company.
 
(5)
 
Mr. Chandler retired in September 2002.
 
(6)
 
Mr. Martz was hired as Senior Vice President and General Counsel in January 2002. Prior to that time, he was not an employee of the Company. He was elected Secretary of the Company in June 2002.
 
Employment Agreements
 
Mr. Gasser has an employment agreement generally providing for the following: his employment as Chairman and Chief Executive Officer until 2010; his right to extend his employment on a year-to-year basis until he reaches the age of 65; his agreement to devote all of his time, attention, skill and effort to the performance of his duties as an officer and employee of the Company; and the fixing of his minimum basic salary. The minimum basic salary is currently fixed at $470,000 per year.
 
Mr. Sparks has an employment agreement generally providing for the following: his