Exhibit
(e)(1)
EXCERPTS
FROM THE FEMALE HEALTH COMPANY'S PROXY STATEMENT
DATED
FEBRUARY 20, 2007
ELECTION
OF DIRECTORS
(Item 1)
Pursuant
to the authority contained in the Amended and Restated By-Laws of the Company,
the Board of Directors has established the number of directors at nine. The
Board of Directors has nominated O.B. Parrish, Mary Ann
Leeper, Ph.D., William R. Gargiulo, Jr., David R. Bethune,
Stephen M. Dearholt, Michael R. Walton, James R. Kerber, Richard
E. Wenninger and Mary Margaret Frank, Ph.D. for election as directors, all
to
serve until the 2008 Annual
Meeting of Shareholders.
As
indicated below, all persons nominated by the Board of Directors are incumbent
directors. The Company anticipates that all of the nominees listed in this
Proxy
Statement will be candidates when the election is held. However, if for any
reason any nominee is not a candidate at that time, proxies will be voted for
any substitute nominee designated by the Company (except where a proxy withholds
authority with respect to the election of directors).
NOMINEES
FOR ELECTION AS DIRECTORS
O.B.
PARRISH
Age:
73;
Elected Director: 1987; Present Term Ends: 2007 Annual Meeting
O.B.
Parrish has served as Chief Executive Officer of the Company since 1994, as
acting President since May 2006, as acting Chief Financial and Accounting
Officer from February 1996 to March 1999 and as the Chairman of the
Board and a Director of the Company since 1987. Mr. Parrish is a
shareholder and has served as the President and as a Director of Phoenix Health
Care of Illinois, Inc. ("Phoenix of Illinois") since 1987. Phoenix of Illinois
owns approximately 233,501 shares of the Company's Common Stock.
Mr. Parrish also is Chairman and a Director of ViatiCare, L.L.C., a
financial services company, and Chairman and a Director of Abiant, Inc., a
neuroimaging company. Mr. Parrish is also a trustee of Lawrence University.
From 1977 until 1986, Mr. Parrish was the President of the Global
Pharmaceutical Group of G.D. Searle & Co. ("Searle"), a
pharmaceutical/consumer products company. From 1974 until 1977, Mr. Parrish
was the President of Searle International, the foreign sales operation of
Searle. Prior to that, Mr. Parrish was Executive Vice President of Pfizer's
International Division.
MARY
ANN LEEPER, Ph.D.
Age:
66;
Elected Director: 1987;
Present
Term Ends: 2007 Annual Meeting
Dr. Leeper
has served as Senior Strategic Adviser to the Company since May 2006.
Dr. Leeper served as the President and Chief Operating Officer of the
Company from 1996 to April 2006. Dr. Leeper served as President and Chief
Executive Officer of The Female Health Company Division from May 1994 until
January 1996, as Senior Vice President - Development of the Company from
1989 until January 1996 and as a Director of the Company since 1987.
Dr. Leeper is a shareholder and has served as a Vice President and Director
of Phoenix of Illinois since 1987. From 1981 until 1986, Dr. Leeper served
as Vice President - Market Development for Searle's Pharmaceutical Group and
in
various Searle research and development management positions. As Vice President
- Market Development, Dr. Leeper was responsible for worldwide licensing and
acquisition, marketing and market research. In earlier positions, she was
responsible for preparation of new drug applications and was a liaison with
the
FDA. Dr. Leeper serves on the Board of Neenah Paper, Inc. and is chair of its
nominating and governance committee. She is also an adjunct professor at the
University of Virginia Darden School of Business.
WILLIAM
R. GARGIULO, JR.
Age:
78;
Elected Director: 1987; Present Terms Ends: 2007 Annual Meeting
William
R. Gargiulo, Jr. has served as Secretary of the Company from 1996 to present,
as
Vice President from 1996 to September 30, 1998, as Assistant Secretary of
the Company from 1989 to 1996, as Vice President - International of The Female
Health Company Division from 1994 until 1996, as Chief Operating Officer of
the
Company from 1989 to 1994, and as General Manager of the Company from 1988
to
1994. Mr. Gargiulo has also served as a Director of the Company since 1987.
Mr. Gargiulo is a trustee of a trust which is a shareholder of Phoenix of
Illinois. From 1984 until 1986, Mr. Gargiulo was the Executive
Vice-President of the Pharmaceutical Group of Searle, in charge of Searle's
European operations. From 1976 until 1984, Mr. Gargiulo was the Vice
President of Searle's Latin American operations.
DAVID
R. BETHUNE
Age:
66;
Elected Director: 1996; Present Term Ends: 2007 Annual Meeting
Mr. Bethune
has served as a
Director of the Company since January 1996. He is currently a member of the
Board of Directors of the CAMBREX Corporation, a life sciences company dedicated
to providing products and services that accelerate and improve the discovery
and
commercialization of human therapeutics. Mr. Bethune served as Chairman and
Chief Executive Officer of Atrix Laboratories, Inc. from 1999 until his
retirement in 2004. From 1997 to 1998, Mr. Bethune held the positions of
President and Chief Operating Officer of the IVAX Corporation. From 1996 to
1997, Mr. Bethune was a consultant to the pharmaceutical industry. From
1995 to 1996, Mr. Bethune was President and Chief Executive Officer of
Aesgen, Inc., a generic pharmaceutical company. From 1992 to 1995,
Mr. Bethune was Group Vice President of American Cyanamid Company and a
member of its Executive Committee until the sale of the company to American
Home
Products. While at American Cyanamid Company, he had global executive authority
for human biologicals, consumer health products, pharmaceuticals and opthalmics,
as well as medical research. Mr. Bethune is a founding trustee of the
American Cancer Society Foundation. He is the founding chairman of the Corporate
Council of the Children's Health Fund in New York City and served on the
Arthritis Foundation Corporate Advisory Council.
STEPHEN
M. DEARHOLT
Age:
60;
Elected Director: 1996; Present Term Ends: 2007 Annual Meeting
Mr. Dearholt
has served as a Director of the Company since April 1996. Mr. Dearholt
is a co-founder of, and partner in, Insurance Processing Center, Inc., one
of
the largest privately owned life insurance marketing organizations in the United
States, since 1972. He has over 33 years of experience in direct response
advertising and data based marketing of niche products. Since 1985, he has
been
a 50% owner of R.T. of Milwaukee, a private investment holding company which
operates a stock brokerage business in Milwaukee, Wisconsin. In late 1995,
Mr. Dearholt arranged, on very short notice, a $1 million bridge loan
which assisted the Company in its purchase of Chartex. Mr. Dearholt is also
very active in the non-profit sector. He is currently on the Board of Directors
of Children's Hospital Foundation of Wisconsin, an honorary board member of
the
Zoological Society of Milwaukee, and the national Advisory Council of the
Hazelden Foundation. He is a past board member of Planned Parenthood Association
of Wisconsin, and past Chairman of the Board of the New Day Club, Inc.
MICHAEL
R. WALTON
Age:
69;
Elected Director: 1999; Present Term Ends: 2007 Annual Meeting
Mr. Walton
has served as a Director of the Company since April 1999. Mr. Walton
is President and owner of Sheboygan County Broadcasting Co., Inc., a company
he
founded in 1972. The company has focused on start-up situations, and growing
value in under-performing, and undervalued radio stations and newspapers.
Sheboygan County Broadcasting Co. has owned and operated businesses in
Wisconsin, Illinois, Michigan and New York. It has specialized in creating,
building and managing news media properties and has acquired existing companies,
as well. Prior to 1972, Mr. Walton was owner and President of Walton Co.,
an advertising representative firm he founded in New York City. He has held
sales and management positions with Forbes Magazine, The Chicago Sun Times
and
Gorman Publishing Co. Mr. Walton has served on the Board of the American
Red Cross, the Salvation Army, the Sheboygan County Chamber of Commerce and
the
Rogers Memorial Hospital Foundation.
JAMES
R. KERBER
Age:
74;
Director: 1999; Present Term Ends: 2007 Annual Meeting
Mr. Kerber
has served as a Director of the Company since April 1999. Mr. Kerber
has been a business consultant to the insurance industry since
January 1996. He has over 40 years of experience in operating insurance
companies, predominately those associated with life and health. From 1994 to
1996, he was Chairman, President, Chief Executive Officer and director of the
22
life and health insurance companies which comprise the ICH Group. In 1990,
Mr. Kerber was a founding partner in the Life Partners Group where he was
Senior Executive Vice President and a director. Prior to that, he was involved
with operating and consolidating over 200 life and health insurance companies
for ICH Corporation, HCA Corporation and US Life Corporation.
RICHARD
E. WENNINGER
Age:
59;
Director: 2001; Present Term Ends: 2007 Annual Meeting
Mr. Wenninger
has served as a Director of the Company since July 2001. Mr. Wenninger
currently serves as Chairman of Wenninger Company, Inc., a mechanical
contracting and engineering company. From 1976 to 2001, Mr. Wenninger
served as President and Chief Executive Officer of Wenninger Company, Inc.
He is
also Secretary of Wenn Soft, Inc., a software development, sales and service
company he founded in 1997. From 1992 to 1999, Mr. Wenninger served as
Secretary of Liftco, Inc. Mr. Wenninger is a current board member of the
Boys & Girls Club of Milwaukee, a former President and board member of the
Milwaukee Athletic Club, a former board member of the Wisconsin Psychoanalytic
Foundation, a former board member of University Lake School, the former
President and a current board member of the Plumbing and Mechanical Contractors
Association of Milwaukee, the former President and a former board member of
the
Sheet Metal Contractors Association of Milwaukee and a former board member
of
the Mechanical Contractors Association of America.
MARY
MARGARET FRANK, Ph.D.
Age:
37;
Director: 2004; Present Term Ends: 2007 Annual Meeting
Dr.
Frank
has served as a Director of the Company since October 2004. Dr. Frank has served
as an Assistant Professor of Accounting at the Darden Graduate School of
Business at the University of Virginia where she has taught financial and tax
accounting since 2002. From 1999 to 2002, Dr. Frank was an Assistant
Professor at the Graduate School of Business at the University of Chicago.
During 1997, Dr. Frank was an accounting instructor at the Kenan-Flagler
Business School at the University of North Carolina at Chapel Hill. From 1992
to
1994, Dr. Frank served as a Senior Tax Consultant at Arthur
Andersen.
The
Board
of Directors recommends that shareholders vote FOR
all
nominees.
DIRECTOR
COMPENSATION AND BENEFITS
Directors
who are officers of the Company do not receive compensation for serving in
such
capacity. Individual directors who are not officers of the Company receive
$1,000 for attendance in person at each meeting of the Board of Directors or
meeting of a committee of which he or she is a member. In addition, each
director who is not an employee of the Company receives an automatic grant
of
options to purchase 30,000 shares of Common Stock under the Company's
Outside Director Stock Option Plan. Stephen M. Dearholt, Richard E.
Wenninger, Mary Margaret Frank, Ph.D., James R. Kerber, David R.
Bethune and Michael R. Walton were awarded a post-election grant of
30,000 options each on October 12, 2006. All of the options awarded on
October 12, 2006 have an exercise price of $1.27 per share, vest pro rata over
a
36-month period commencing November 12, 2006 and ending on October 12,
2009 and expire on October 12, 2016.
EXECUTIVE
OFFICERS
The
names
of, and certain information regarding, executive officers and certain key
employees of the Company who are not directors of the Company, are set forth
below.
Name
|
Age
|
Position
|
Donna
Felch
|
59
|
Vice
President and Chief Financial Officer
|
Michael
Pope
|
49
|
Vice
President and General Manager of The Female Health
Company (UK) Plc.
|
Robert
R. Zic
|
43
|
Vice
President - Finance
|
Jack
Weissman
|
59
|
Vice
President - Sales
|
DONNA
FELCH
Age:
59;
Vice President and Chief Financial Officer
Ms.
Felch
has served as Vice President and Chief Financial Officer of the Company since
February 2006. Prior to joining the Company, Ms. Felch was Vice President and
Treasurer of American Pharmaceutical Partners Inc., a pharmaceutical company
that develops, manufactures and markets injectable pharmaceutical products,
from
November 2002 until June 2005. In these positions, she directed the treasury,
tax, financial planning and analysis, credit and collections and risk management
functions. Ms. Felch joined American Pharmaceutical Partners Inc. in 1998 and
during such time held the positions of Senior Director of Corporate Accounting
and Director in General Accounting and Tax. In these roles, her responsibilities
included internal and external financial reporting, tax, treasury, financing
planning, credit and risk management. Previously, Ms. Felch served as
Director of Corporate Tax with Fijisawa USA, a subsidiary of a major Japanese
pharaceutical company. Ms. Felch had formerly worked as a Tax Manager for
LyphoMed, Inc., a generic pharmaceutical manufacturer.
MICHAEL
POPE
Age:
49;
Vice President, General Manager - The Female Health Company (UK) Plc.
Mr. Pope
has served as Vice President of the Company since 1996 and as General Manager
of
The Female Health Company (UK) Plc. (formerly Chartex International, Plc.)
since
the Company's 1996 acquisition of Chartex. Mr. Pope has also served as a
Director of The Female Health Company, Ltd. (formerly Chartex Resources Limited)
and The Female Health Company (UK) Plc. since 1995. From 1990 until 1996,
Mr. Pope was Director of Technical Operations for Chartex with
responsibility for manufacturing, engineering, process development and quality
assurance. Mr. Pope was responsible for the development of the high speed
proprietary manufacturing technology for the female condom and securing the
necessary approvals of the manufacturing process by regulatory organizations,
including the FDA. Mr. Pope was also instrumental in developing and
securing Chartex's relationship with its Japanese marketing partner. Prior
to
joining Chartex, from 1986 to 1990, Mr. Pope was Production Manager and
Technical Manager for Franklin Medical, a manufacturer of disposable medical
devices. From 1982 to 1986, Mr. Pope was Site Manager, Engineering and
Production Manager, Development Manager and Silicon Manager for Warne Surgical
Products.
ROBERT
R. ZIC
Age:
43;
Vice President - Finance.
Mr.
Zic
has served as Vice President - Finance of the Company since February 2006.
Mr. Zic served as Principal Accounting Officer from March 1999 until
February 2006. From 1998 to 1999, Mr. Zic held the dual positions of Acting
Controller and Acting Chief Financial Officer at Ladbroke's Pacific Racing
Association division. From 1995 to 1998, Mr. Zic served as the Chief
Accounting Manager and Assistant Controller at Argonaut Insurance Company.
In
this capacity, he was responsible for the financial and accounting operations
of
Argonaut and its four subsidiaries. From 1990 to 1994, he was the Assistant
Controller of CalFarm Insurance Company, where he was responsible for external
reporting duties. From 1988 to 1990, Mr. Zic was a Senior Accountant
responsible for the statutory-based financials of Allstate Insurance Company.
Mr. Zic began his career in 1986 as an auditor with Arthur Andersen &
Co.
JACK
WEISSMAN
Age:
59;
Vice President - Sales
Mr. Weissman
has served as Vice President - Sales since June 1995. From 1992 to 1994,
Mr. Weissman was Vice President-Sales for Capitol Spouts, Inc., a
manufacturer of pouring spouts for gable paper cartons. From 1989 to 1992,
he
acted as General Manager-HTV Group, an investment group involved in the
development of retail stores. From 1985 to 1989, Mr. Weissman was Director
-
Retail Business Development for The NutraSweet Company, a Searle subsidiary.
Mr. Weissman joined Searle's Consumer Products Group in 1979 and held
positions of increasing responsibility, including National Account and Military
Sales Manager. Prior to Searle, Mr. Weissman worked in the consumer
products field as account manager and territory manager for Norcliff Thayer
and
Whitehall Laboratories.
EXECUTIVE
COMPENSATION
The
table
below provides information for each of the Company's last three fiscal years
regarding all annual, long-term and other compensation paid by the Company
to
its Chief Executive Officer, the other two executive officers of the Company
whose total annual salary and bonus exceeded $100,000 for services rendered
during the fiscal year ended September 30, 2006 and the other former
executive officer whose total annual salary and bonus exceeded such amount
during fiscal 2006. The individuals listed in this table are referred to
elsewhere in this proxy statement as the "named executive
officers."
SUMMARY
COMPENSATION TABLE
|
|
|
Annual
Compensation
|
|
Long-Term
Compensation
Awards
|
|
Name
and Principal Position
|
|
Fiscal
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Restricted
Stock
Awards
($)
|
|
Securities
Underlying
Options (#)
|
|
O.B.
Parrish, Chairman,
Chief
Executive Officer
and
Acting President
|
|
|
2006
2005
2004
|
|
|
110,833
90,000
90,000
|
|
|
---
---
---
|
|
|
538,000
75,000
117,500
|
(1)(2)
(3)
(4)
|
|
---
---
464,000
|
(5)
|
Mary
Ann Leeper, Ph. D.,
Senior
Strategic Adviser (6)
|
|
|
2006
2005
2004
|
|
|
204,167
250,000
250,000
|
|
|
---
---
---
|
|
|
51,000
37,500
47,000
|
(1)
(3)
(4)
|
|
---
---
790,000
|
(5)
|
Michael
Pope, Vice President
and
General Manager of the
Female
Health Company (UK)
Plc. (8)
|
|
|
2006
2005
2004
|
|
|
168,811
160,343
155,059
|
|
|
---
---
---
|
|
|
106,500
7,500
11,750
|
(1)(7)
(3)
(4)
|
|
---
---
370,000
|
(5)
|
Donna
Felch, Chief Financial
Officer
and Vice President (9)
|
|
|
2006
|
|
|
108,202
|
|
|
25,050
|
(10)
|
|
81,000
|
(7)
|
|
---
|
|
(1)
|
On
October 3, 2005, Mr. Parrish, Dr. Leeper and Mr. Pope were issued
50,000,
30,000 and 15,000 shares, respectively, of restricted Common Stock
by the
Company’s Board of Directors. The shares had a one year restriction and
became vested on October 1, 2006. The
closing price of the Company’s Common Stock on October 3, 2005 was $1.70
per share. As of September 30, 2006, the value of Mr. Parrish’s restricted
stock was $66,500, the value of Dr. Leeper’s restricted stock was $39,900
and the value of Mr. Pope’s restricted stock was $19,950 based on a value
of $1.33 per share, the closing price of the Company’s Common Stock on
that date. The shares of restricted stock have all the rights of
the
Company's Common Stock, including voting and dividend
rights.
|
(2)
On
May 1,
2006, Mr. Parrish was issued 300,000 shares of restricted Common Stock by the
Company’s Board of Directors. The shares vest pro rata over a two-year period
such that 150,000 shares vest on each of May 1, 2007 and May 1, 2008.
None of the shares were vested on October 1, 2006. The closing price of the
Company’s Common Stock on May 1, 2006 was $1.51 per share. As of September 30,
2006, the value of Mr. Parrish’s restricted stock was $399,000 based on a value
of $1.33 per share, the closing price of the Company’s Common Stock on that
date. The shares of restricted stock have all the rights of the Company’s Common
Stock, including voting and dividend rights.
(3)
|
On
October 1, 2004, Mr. Parrish, Dr. Leeper and Mr. Pope were issued
50,000,
25,000 and 5,000 shares, respectively, of restricted Common Stock
by the
Company’s Board of Directors. The shares had a one year restriction and
became vested on October 1, 2005. The closing price of the Company’s
Common Stock on October 1, 2004 was $1.50 per share. As of September
30,
2006, the value of Mr. Parrish’s restricted stock was $66,500, the value
of Dr. Leeper’s restricted stock was $33,250 and the value of Mr. Pope’s
restricted stock was $6,650 based on a value of $1.33 per share,
the
closing price of the Company’s Common Stock on that date. The shares of
restricted stock have all the rights of the Company's Common Stock,
including voting and dividend
rights.
|
(4)
|
On
October 1, 2003, Mr. Parrish, Dr. Leeper, and Mr. Pope were issued
50,000,
20,000 and 5,000 shares, respectively, of restricted Common Stock
by the
Company’s Board of Directors. The shares had a one year restriction and
became vested on October 1, 2004. The closing price of the Company’s
Common Stock on October 1, 2003 was $2.35 per share. As of September
30,
2006, the value of Mr. Parrish’s restricted stock was $66,500, the value
of Dr. Leeper’s restricted stock was $26,600, and the value of Mr. Pope’s
restricted stock was $6,650 based on a value of $1.33 per share,
the
closing price of the Company’s Common Stock on that date. The shares of
restricted stock have all the rights of the Company's Common Stock,
including voting and dividend rights.
|
(5)
|
On
April 22, 2003, Mr. Parrish, Dr. Leeper and Mr. Pope were issued
options
to purchase shares of the Company's Common Stock as part of an exchange
for the cancellation of previously issued Common Stock options, which
cancellation occurred on September 26, 2002. The Common Stock options
have
an exercise price of $1.40 per share, which was the closing stock
price of
the Company's Common Stock on April 22, 2003. The options vested
pro rata
(one thirty-sixth) on the first of each month for 36 months following
the
date of the grant, commencing on May 1, 2003 and ending on April
1,
2006.
|
(6) Dr.
Leeper ceased to be an executive officer of the Company on May 1,
2006.
(7) On
June 30, 2006, Mr. Pope and Ms. Felch were each issued 60,000 shares of
restricted Common Stock by the Company’s Board of Directors. The shares vest pro
rata over a two-year period such that 30,000 shares vest on each of
June 30, 2007 and June 30, 2008. None of the shares were vested on
October 1, 2006. The closing price of the Company’s Common Stock on June 30,
2006 was $1.35 per share. As of September 30, 2006, the value of both Mr. Pope
and Ms. Felch’s restricted stock was $79,800 based on a value of $1.33 per
share, the closing price of the Company’s Common Stock on that date. The shares
of restricted stock have all the rights of the Company’s Common Stock, including
voting and dividend rights.
(8)
Mr.
Pope’s salary is paid in U.K. pounds. Amounts shown for Mr. Pope’s salary are
based on the 12- month average exchange rate for each year, which was 1.80
U.S.
dollars per U.K. pound in fiscal 2006, was 1.85 U.S. dollars per U.K. pound
in
fiscal 2005 and 1.79 U.S. dollars per U.K. pound in fiscal 2004.
(9) Ms.
Felch
became an executive officer of the Company with her appointment as Chief
Financial Officer and Vice President in February 2006.
(10)
|
On
February 6, 2006, Ms. Felch was issued 15,000 shares of Common Stock
by
the Company. The closing price of the Company’s Common Stock on February
6, 2006 was $1.67 per share.
|
Stock
Options
No
stock
options were granted to the named executive officers of the Company during
the
fiscal year ended September 30, 2006.
The
following table provides information regarding the value of unexercised options
held by the named executive officers at September 30, 2006. No named executive
officer exercised any option during the fiscal year ended September 30, 2006.
AGGREGATED
FISCAL YEAR-END OPTION VALUES
Name
|
|
Number
of Securities Underlying
Unexercised
Options at Fiscal Year End (#) Exercisable/Unexercisable
|
|
Value
of Unexercised In-the-Money
Options
at Fiscal Year End ($)
Exercisable/Unexercisable
(1)
|
|
|
|
|
|
O.B.
Parrish
|
|
464,000
/ 0
|
|
0
/
0
|
|
|
|
|
|
Mary
Ann Leeper
|
|
790,000
/ 0
|
|
0
/
0
|
|
|
|
|
|
Michael
Pope
|
|
370,000
/ 0
|
|
0
/
0
|
|
|
|
|
|
Donna
Felch
|
|
0
/
0
|
|
0
/
0
|
|
|
|
|
|
(1) Calculated
based upon a closing sale price of $1.33 on September 30, 2006.
Employment
and Change of Control Agreements
On
January 20, 2006, the Company entered into an employment agreement with
Dr. Leeper, the Company's Senior Strategic Adviser and former President and
Chief Operating Officer of the Company, and a member of the Company's Board
of
Directors. The employment agreement was effective as of May 1, 2006. The
employment agreement terminated all previous agreements between the parties
relating to Dr. Leeper's employment, including the employment agreement
between the Company and Dr. Leeper effective as of May 1, 1994. Pursuant to
the
terms of the employment agreement, Dr. Leeper will serve as a strategic adviser
to the Company. The employment agreement originally expired on
September 30, 2006, but was extended for a period of 90 days. Pursuant to
the employment agreement, Dr. Leeper originally received an annual base
salary of $150,000. As part of the extension of the employment agreement,
Dr. Leeper temporarily assumed some additional duties and her base salary
was increased to $200,000. On February 8, 2007, the Company's Board of Directors
further extended Dr. Leeper's employment for a period of ninety days commencing
on February 8, 2007 in accordance with the same terms as previously extended.
The employment agreement may be further extended upon the mutual agreement
of
the Company and Dr. Leeper. Under the employment agreement, Dr. Leeper
is entitled to participate in the Company's bonus plans, stock incentive plan
and other employee benefit plans. Additionally, under the employment agreement,
Dr. Leeper is eligible to participate in any medical, health, dental,
disability and life insurance policy that is in effect for the Company's other
senior management. Pursuant to the employment agreement, Dr. Leeper has
agreed not to compete with the Company during employment and for a period of
two
years following termination of employment (six months if employment is
terminated by the Company after a "change of control") and has agreed to
maintain the confidentiality of the Company's proprietary information and trade
secrets during the term of employment and for three years thereafter. The
employment agreement provides that if Dr. Leeper 's employment is
terminated by the Company without "cause" or by Dr. Leeper for "good
reason," Dr. Leeper will be entitled to a severance payment of $125,000 and
a payment of $50,000 in consideration of the noncompetition and confidentiality
covenants, except that if such termination occurs at any time after or in
anticipation of a "change of control" with respect to the Company,
Dr. Leeper will be entitled solely to those amounts to which she is
entitled under the Amended and Restated Change of Control Agreement dated
October 1, 2005 by and between the Company and Dr. Leeper. If the
termination of Dr. Leeper's employment occurs as a result of the death or
disability of Dr. Leeper, then she shall be entitled to receive the greater
of (a) her base salary or (b) the remaining amounts due her under the terms
of
the employment agreement.
Effective
February 2, 2006, the Company entered into a letter agreement with Donna Felch,
the Company's Chief Financial Officer and Vice President regarding the terms
of
her employment with the Company. Pursuant to the terms of the letter agreement,
Ms. Felch will serve as the Company's Vice President and Chief Financial Officer
and will be responsible for the Company's financial reporting, financial
analysis and related filings with the Securities and Exchange Commission. Ms.
Felch will receive an annual base salary of $165,000. Additionally, Ms. Felch
is
entitled to participate in the Company's bonus plans, stock incentive plan
and
other employee benefit plans. As a hiring bonus, Ms. Felch received a grant
of
15,000 shares of common stock. Additionally, the Company agreed to grant Ms.
Felch an additional 15,000 shares of common stock on the one year anniversary
date of her hire date if she remained employed by the Company on such date.
Ms.
Felch is eligible to participate in any medical, health, dental, disability
and
life insurance policy that is in effect for the Company's other employees who
are located in the United States.
Effective
October 1, 2005, the Company entered into Amended and Restated Change of
Control Agreements with each of O.B. Parrish, its Chairman and Chief Executive
Officer, Mary Ann Leeper, its Senior Strategic Adviser and a director, and
Michael Pope, its Vice President, and effective February 8, 2006, the
Company entered into a change of control agreement with Donna Felch, its Chief
Financial Officer and Vice President. These agreements essentially act as
springing employment agreements which provide that, upon a change of control,
as
defined in the agreement, the Company will continue to employ the executive
for
a period of three years in the same capacities and with the same compensation
and benefits as the executive was receiving prior to the change of control,
in
each case as specified in the agreements. If the executive is terminated without
cause or if he or she quits for good reason, in each case as defined in the
agreements, after the change of control, the executive is generally entitled
to
receive a severance payment from the Company equal to the amount of compensation
remaining to be paid to the executive under the agreement for the balance of
the
three-year term.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Between
September 2004 and January 2005, the Company conducted a program to induce
the
holders of the Company’s outstanding Common Stock purchase warrants to exercise
their warrants. Pursuant to this program, the Company offered an incentive
to
such holders providing for issuance of (1) shares of the Company’s Common Stock
equal to 10% of the aggregate number of Common Stock purchase warrants exercised
or (2) new Common Stock purchase warrants equal to 20% of the aggregate number
of outstanding warrants exercised containing an exercise price per share equal
to the closing price of the Company’s Common Stock as reported on the OTC
Bulletin Board on the date the holder committed to exercise the outstanding
warrants. Under this incentive program, one investor exercised 500,000 warrants
as of September 30, 2004 and received 550,000 shares of Common Stock which
includes 50,000 incentive shares. Between October 2004 and January 2005 four
investors opted to exercise 1,000,000 warrants and receive 1,100,000 shares
of
Common Stock which includes 100,000 incentive shares and two investors opted
to
exercise 1,200,000 warrants and received 1,200,000 shares of Common Stock and
240,000 incentive warrants with an exercise price in each case of $1.50 per
share and an expiration date of November 23, 2007. Among the seven persons
participating in this program were three of the Company’s directors (Stephen M.
Dearholt, Richard E. Wenninger and O.B. Parrish). The Company received aggregate
proceeds of $2.5 million from the exercise of the outstanding
warrants.
It
has
been and currently is the policy of the Company that transactions between the
Company and its officers, directors, principal shareholders or affiliates are
to
be on terms no less favorable to the Company than could be obtained from
unaffiliated parties. The Company intends that any future transactions between
the Company and its officers, directors, principal shareholders or affiliates
will be approved by a majority of the directors who are not financially
interested in the transaction.