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EXHIBIT 15
EMPLOYMENT AGREEMENT
Pursuant to an employment agreement with the Company, ▇▇. ▇▇▇▇▇▇▇ has
agreed to serve as President of the Company through April 1997, subject to an
annual, automatic one-year extension unless either party elects to discontinue
such extensions. ▇▇. ▇▇▇▇▇▇▇ has indicated to the Company that he intends to
serve as President of the Company through April 1998, and the Company has agreed
to this one-year extension. ▇▇. ▇▇▇▇▇▇▇ receives an annual base salary of at
least $150,000, or a higher amount as determined by the Board of Directors,
which was $173,875 for 1995 and $179,440 for 1996, plus an annual bonus as
determined by the Board of Directors of the Company based upon the operating
performance of the Company. Under the terms of the agreement, ▇▇. ▇▇▇▇▇▇▇ may
not engage in any competitive business while he is employed by the Company and
for a period of one year thereafter. See "Compensation Committee Report on
Executive Compensation."
OPTION GRANTS IN 1996
The following table sets forth information with respect to stock options
granted to each Named Executive Officer in 1996.
PERCENT OF
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OF BASE GRANT DATE
OPTIONS IN FISCAL PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (#) YEAR ($/SH) DATE $(1)
----------------------------------- ----------- ---------- -------- ---------- -------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇................. 65,000 35.8% $ 21 9/18/2006 $ 559,650
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.................. 20,000 11.0% $ 21 9/18/2006 172,200
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇................. 25,000 13.8% $ 21 9/18/2006 215,250
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(1) The present value of the options granted was estimated using the
Black-Scholes option pricing model with the following assumptions: (i)
Dividend yield -- 0%; (ii) Expected volatility -- 31.9%; (iii) Risk-free
rate of return -- 6.5%; and (iv) Expected average holding period -- 5 years.
STOCK OPTION HOLDINGS
The following table sets forth information with respect to the Named
Executive Officers concerning the stock options held by each as of March 1,
1997. There were no stock options exercised by any of the Named Executive
Officers during the last fiscal year of the Company.
AGGREGATED FISCAL YEAR-END OPTION VALUES
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END
---------------------- -----------------
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
---------------------------------- ---------------------- -----------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇................ 43,333/86,667 $855,824/$996,676
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇................. 16,667/28,333 $329,176/$339,574
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇................ 16,667/33,333 $329,176/$383,324