bhmdiversion From United States of America, joined Dec 2008, 494 posts, RR: 0 Posted (3 years 8 months 1 week 4 days ago) and read 2542 times:
From the Pinnacle Investor website:
AMENDMENT TO AMENDED AND RESTATED MANAGEMENT COMPENSATION AGREEMENT
AMENDMENT dated as of March 20, 2012, to the Amended and Restated Management Compensation Agreement for the Chief Executive Officer of Pinnacle Airlines Corp. dated as of November 30, 2011 (the “Agreement”) by and between Pinnacle Airlines Corp., a Delaware corporation (“Company”) and SEAN E. MENKE (“Executive”).
WHEREAS, Company and Executive wish to amend the Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, Company and Executive, intending to be legally bound, hereby agree as follows:
1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Agreement has the meaning assigned to such term in the Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Agreement shall, after this Amendment becomes effective, refer to the Agreement as amended hereby.
2. Changes to Attachment “A”.
2.1 Base Salary. The Base Salary provision in Attachment “A” to the Agreement is amended by changing “$425,000” to “$675,000”.
2.2 Annual Bonus. The Annual Bonus provision in Attachment “A” to the Agreement is amended by adding the following proviso to the end of the first sentence thereof:
; provided that, for the 2012 fiscal year, Executive’s bonus shall be calculated as if Base Salary were $425,000.
2.3 Long-Term Incentive (Cash Award). The Long-Term Incentive provision in Attachment “A” to the Agreement is amended by adding the following proviso to the end of the first sentence of the “Cash Award” subsection:
; provided that Executive shall not be entitled to a cash award under the 2012 LTIP based upon the 2012 fiscal year.
2.4 Incoming Relocation. The Incoming Relocation provision in Attachment “A” to the Agreement is amended by changing “nine months” in the second sentence thereof to “twenty-one months”.
3. Additional Responsibilities. Appendix 1 to the Agreement is amended by adding the following responsibilities to the end thereof:
2012 Restructuring Responsibility
The CEO oversees the Company’s restructuring initiative:
· Designs and implements a comprehensive financial and operational restructuring plan for the Company that is calculated to maximize the value of the enterprise.
· Manages relationships with employee, creditor and shareholder constituencies during the restructuring initiative.
· Negotiates the restructuring of key business relationships to drive increased profitability and sustainability.
4. Governing Law. The validity, interpretation, construction and performance of this Amendment shall be governed by the laws of the State of Tennessee, without regard to principles of conflicts of laws.
5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
[This space purposely left blank. Next page is the signature page.]
IN WITNESS WHEREOF, Company and Executive have executed this Agreement as of the day and year first above written.
PINNACLE AIRLINES CORP.
By: /s/ Donald J. Breeding
Donald J. Breeding
Chairman of the Board
By: /s/ Sean E. Menke
Sean E. Menke
How can this be? This guy is taking the company down, getting rid of da*n near anyone who is not in MEM, and now gets a raise? Are you kidding me? I wonder how the Pinnacle Unions think about this one.
apodino From United States of America, joined Apr 2005, 4448 posts, RR: 5
Reply 2, posted (3 years 8 months 1 week 3 days 22 hours ago) and read 2398 times:
I saw this too. This is not going to help with the employee situation, but the raise does appear to be minimal and they are not getting any bonuses out of this.
However, the BOD is starting to hear it from the Shareholders, and aside from the battle brewing with labor, keep an eye on the battle brewing between the BOD and the Shareholders, who are not happy with the Board and are trying to get some representation on the Board, which of course the Board has rejected. This news won't help the BOD with the Shareholders one bit.
Acey559 From United States of America, joined Jan 2007, 1590 posts, RR: 2
Reply 4, posted (3 years 8 months 1 week 3 days 21 hours ago) and read 2284 times:
Don't forget to add that he just asked the pilots for a 5% cut. I have a lot of friends over at 9E (most from XJ) and I feel for them. I hope it all turns out okay, there's a lot of uncertainty going around right now at 9E and others.
FlyASAGuy2005 From United States of America, joined Sep 2007, 7306 posts, RR: 7
Reply 5, posted (3 years 8 months 1 week 3 days 19 hours ago) and read 2124 times:
This I don't understand. Leadership should be setting the EXAMPLE! As a sign of good-will, he could have proposed a salary CUT to show his employees that everyone will have to sacrifice during these troubled times at PNCL. Good grief...
Yet, everyone should be willing to take a salary cut..
LHCVG From United States of America, joined May 2009, 1785 posts, RR: 2
Reply 9, posted (3 years 8 months 1 week 2 days 19 hours ago) and read 1588 times:
Quoting LAXintl (Reply 1): Btw - Ch11 seems very probable based on above, plus usage of language such as " restructuring initiative".
Would this raise become problematic if they enter CH.11, or would that be considered an ok expense? I ask because my understanding of personal bankruptcy is that they have "look back" rights to examine your recent spending on CC's and the like, so along those lines I wonder if this might fall into the same trap.