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Exhibit 10.1
Dear Raj:
October 12, 2009
We are
very pleased to offer you employment with X-Rite, Incorporated as
Executive Vice President and Chief Financial Officer, reporting to
the CEO based in Grand Rapids, Michigan. I have outlined
the particular terms of your employment below:
- Salary: Your salary will be set at a weekly rate of
$5,769.23 ($300,000 annually). As a result of the current 5%
company furlough program, your starting salary will be paid at the
weekly rate of $5,480.77 ($285,000.00 annually). Performance
evaluations occur after 90 days of employment and annually in the 1
st quarter.
- Short-Term Incentive Plan:
You will be eligible to participate
in the Management Incentive Plan that will enable you to earn 48%
of your annual salary at target performance ($144,000.00 per year).
Should there be any variable incentive payout for 2009, you will be
entitled to a prorated portion based on your service with X-Rite.
Typically, STI cash awards are capped at 200% of target (e.g.
$144,000 target and $288,000.00 max). In 2009 and 2010, due to
market and company conditions, STI cash awards are capped at 110%
of target (e.g. $144,000 target and $158,400.00 max). For 2010,
X-Rite will guarantee a payment of 50% of your target short-term
incentive plan.
- Long-Term Incentive: Is comprised of both stock options and
performance-based restricted stock. The current mix is 50% of the
annual targeted LTI value in the form of restricted stock and 50%
in the form of stock options. Targeted LTI levels are based on
X-Rite comparator group at the 50 th percentile. When
you join, you will receive a grant of 200,000 options and 200,000
in restricted stock. The pricing for the options will be the
closing price on the day you join the company. Your options and
restricted stock will vest as per the attached schedule. The
performance targets for performance based restricted stock are
currently under review by the Board of Directors. These targets
will be communicated to you when they are agreed by the Board. It
is likely that in 2012 we will return to an annual LTI grant.
Equity ownership guidelines have been established by the Board. It
is expected that within 3 years of service as an executive band
employee, you will hold 2 times your base salary in X-Rite stock,
restricted stock, or stock options. All executive
compensa
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