|
|
|
Check
the appropriate box:
|
||
o
|
|
Preliminary
Proxy Statement
|
o
|
|
Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|
þ
|
|
Definitive
Proxy Statement
|
o
|
|
Definitive
Additional Materials
|
o
|
|
Soliciting
Material Pursuant to §240.14a-12
|
|
CONMED
CORPORATION
|
(Name
of Registrant as Specified In Its
Charter)
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
|
|
|
|
|
þ
|
|
No
fee required.
|
||
o
|
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
||
|
|
(1)
|
|
Title
of each class of securities to which transaction
applies:
|
|
|
|
|
|
|
|
(2)
|
|
Aggregate
number of securities to which transaction applies:
|
|
|
|
|
|
|
|
(3)
|
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
|
|
|
|
|
|
|
|
(4)
|
|
Proposed
maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
(5)
|
|
Total
fee paid:
|
|
|
|
|
|
o
|
|
Fee
paid previously with preliminary materials.
|
||
o
|
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
||
|
|
(1)
|
|
Amount
Previously Paid:
|
|
|
|
|
|
|
|
(2)
|
|
Form,
Schedule or Registration Statement No.:
|
|
|
|
|
|
|
|
(3)
|
|
Filing
Party:
|
|
|
|
|
|
|
|
(4)
|
|
Date
Filed:
|
|
|
|
|
(1)
|
To
elect seven directors to serve on the Company’s Board of
Directors;
|
(2)
|
To
ratify the appointment of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for the fiscal
year ending December 31,
2010;
|
(3)
|
To
approve the Amended and Restated 2007 Non-Employee Director Equity
Compensation Plan; and
|
(4)
|
To
transact such other business as may properly be brought before the meeting
or any adjournment thereof.
|
By
Order of the Board of Directors,
|
/s/
Heather L. Cohen
|
Heather
L. Cohen
Secretary
|
Name
|
Age
|
Served
As
Director
Since
|
Principal
Occupation or
Position with the
Company
|
Eugene
R. Corasanti
|
79
|
1970
|
Chairman
of the Board of Directors and Vice Chairman of the Company.
|
Joseph
J. Corasanti
|
46
|
1994
|
President
and Chief Executive Officer of the Company; Director of the Company;
Director of II-VI, Inc. (Nasdaq: IIVI).
|
Bruce
F. Daniels
|
75
|
1992
|
Executive,
retired; former Controller of Chicago Pneumatic Tool Company; Director of
the Company. As noted below, the Board of Directors has determined that
Mr. Daniels is independent, and is an audit committee financial
expert.
|
Jo
Ann Golden
|
62
|
2003
|
Partner
of Dermody, Burke and Brown, CPAs, LLC (accountants); Director of the
Company; Director of the Bank of Utica. As noted below, the Board of
Directors has determined that Ms. Golden is independent, and is an audit
committee financial expert.
|
Stephen
M. Mandia
|
45
|
2002
|
Chairman
of the Board of Directors of Sovena USA, formerly East Coast Olive Oil
Corp. and now a subsidiary of Sovena Group; Director of the Company. As
noted below, the Board of Directors has determined that Mr. Mandia is
independent.
|
Stuart
J. Schwartz
|
73
|
1998
|
Physician,
retired; Director of the Company. As noted below, the Board of Directors
has determined that Dr. Schwartz is independent.
|
Mark
E. Tryniski
|
49
|
2007
|
President
and Chief Executive Officer of Community Bank System, Inc. in DeWitt, New
York (NYSE: CBU); former partner of PricewaterhouseCoopers LLP in
Syracuse, New York; Director of the Company; Director of the Independent
Bankers Association of New York State. As noted below, the
Board of Directors has determined that Mr. Tryniski is independent, and is
an audit committee financial expert.
|
Audit
Committee
|
Compensation
Committee
|
Corporate
Governance and
Nominating
Committee
|
Bruce
F. Daniels,
Chairman
|
Stuart
J. Schwartz,
Chairman
|
Stephen
M. Mandia,
Chairman
|
Jo
Ann Golden
|
Bruce
F. Daniels
|
Stuart
J. Schwartz
|
Mark
E. Tryniski
|
Stephen
M. Mandia
|
Mark
E. Tryniski
|
Fee
Summary
|
2009
|
2008
|
Audit
Fees and Expenses:
|
||
Audit
of Annual Financial Statements and Interim Reviews
|
$1,277,080
|
$1,175,100
|
Audit
of Internal Control over Financial Reporting
|
Included
above
|
Included
above
|
SEC
Registration Statements
|
$7,500
|
$0
|
Total
Audit Fees and Expenses
|
$1,284,580
|
$1,175,100
|
Audit
Related:
|
||
Advisory
Services
|
$0
|
$252,500
|
Tax:
|
||
Tax Compliance and Consulting
Services
|
$365,500
|
$157,800
|
All
Other:
|
||
Research
Service License
|
$1,500
|
$1,500
|
Total
Fees and Expenses
|
$1,651,580
|
$1,586,900
|
|
·
|
Salary: a
base salary is paid based on
position;
|
|
·
|
Non-Equity
Incentive Plans: executive and senior officers participate in
an annual cash-based Executive Incentive Plan, with payment generally
based on achievement of corporate-wide or division-specific
earnings-related objectives measured over the course of a particular year,
paid in cash;
|
|
·
|
Discretionary
Bonuses: executive and senior officers may be awarded a
discretionary bonus from time to
time;
|
|
·
|
Equity
Compensation: equity compensation is awarded to align the
interests of management with the interests of shareholders over the long
term; and
|
|
·
|
Retirement
Benefits and Perquisites: the Company provides certain retirement benefits
and perquisites that are deemed customary and necessary to attract and
retain executive talent.
|
Title
|
Current
Compensation Position Relative to Peer Group
|
|||
Base
Salary(1)
|
Target
Total Cash
Compensation
(2)
|
Actual
Total Cash
Compensation
(3)
|
Total
Direct
Compensation
(4)
|
|
CEO
|
Between
25th
& 50th percentile
of market practice |
Below
25th
percentile of
market practice (Between
25th
& 50th
percentile if including deferred compensation) |
Below
25th
percentile
of market practice (Between 25th & 50th percentile if including deferred compensation) |
Below
25th
percentile
of market practice (at
25th
percentile if
including deferred compensation) |
CFO
|
Below
25th
percentile of market
practice |
Below
25th
percentile of
market practice |
Below
25th
percentile
of market practice |
Below
25th
percentile of
market practice |
|
(1)
|
Base salary was $510,867 and
$266,452, respectively, for the CEO and CFO in
2009.
|
|
(2)
|
Base
salary plus annual incentive target would be $766,367 and $399,678 for the
CEO and CFO, respectively in 2009.
|
|
(3)
|
During
2009, the CEO and CFO received cash compensation equal to 2009 paid salary
and 2008 annual incentive paid in 2009 of $732,987 and $382,301,
respectively.
|
|
(4)
|
Total
direct compensation is defined as base salary, annual incentive at target
rate for 2009, deferred compensation and equity awards granted in
2009. Total direct compensation if an annual incentive
were awarded for 2009 would be $2,558,004 and $530,833 for the CEO and
CFO, respectively. Included in the CEO’s direct compensation is
$765,616 in equity awards associated with his Amended and Restated
Employment Agreement entered into on October 30,
2009.
|
Percentage
Cash Compensation to
Total
Compensation
(Salary
and target bonus is cash
compensation. Equity
compensation is
added
to cash compensation for total)
|
Allocation
of Equity
Compensation
Value between
SARs
and RSUs
|
|
CEO
|
32%
|
Approximately
50% each
|
Other
NEOs
|
75%
to 79%
|
Approximately
50% each
|
(a)
|
(b)
|
(
c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Name
and
Principal
Position
|
Year
|
Salary
($)
(1)
|
Bonus
($)
(2)
|
Stock
Awards
($)
(3)
|
Option
/SAR
Awards
($)
(4)
|
Non-Equity
Incentive
Plan
Compensation
($)
(5)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
(6)
|
All
Other
Compensation
($)
(7)
|
Total
|
Joseph
J. Corasanti, President, & Chief Executive Officer
|
2009
|
$657,604
|
$0
|
$835,300
|
$760,678
|
$0
|
$57,955
|
$98,660
|
$2,410,197
|
2008
|
$641,356
|
$0
|
$667,250
|
$588,975
|
$225,383
|
$86,272
|
$91,998
|
$2,301,234
|
|
2007
|
$614,063
|
$0
|
$748,000
|
$741,663
|
$330,750
|
$41,765
|
$80,460
|
$2,556,701
|
|
Robert
D. Shallish, Jr., Chief Financial Officer and Vice President-
Finance
|
2009
|
$264,749
|
$0
|
$65,840
|
$67,018
|
$0
|
$35,553
|
$29,113
|
$462,273
|
2008
|
$256,609
|
$0
|
$106,760
|
$94,236
|
$117,552
|
$87,465
|
$22,352
|
$684,974
|
|
2007
|
$243,056
|
$0
|
$119,680
|
$118,666
|
$172,509
|
$24,127
|
$21,187
|
$699,225
|
|
Joseph
G. Darling – President CONMED Linvatec
|
2009
|
$324,746
|
$0
|
$65,840
|
$67,018
|
$0
|
$1,250
|
$84,227
|
$543,081
|
David
A. Johnson –
VP,
Global Operations & Supply Chain (8)
|
2009
|
$254,001
|
$0
|
$65,840
|
$67,018
|
$0
|
$1,723
|
$34,967
|
$423,549
|
2008
|
$229,515
|
$0
|
$313,310
|
$190,858
|
$105,894
|
$9,499
|
$18,012
|
$867,088
|
|
Luke
A. Pomilio,
Vice
President – Corporate Controller
|
2009
|
$254,039
|
$0
|
$65,840
|
$67,018
|
$0
|
$9,729
|
$31,230
|
$427,856
|
2008
|
$232,047
|
$0
|
$106,760
|
$94,236
|
$106,032
|
$30,640
|
$22,296
|
$592,011
|
|
2007
|
$218,707
|
$0
|
$119,680
|
$118,666
|
$155,602
|
$2,817
|
$17,299
|
$632,771
|
|
(1)
|
Salary
reflects actual salary and deferred compensation earned during 2007, 2008
and 2009. Salary levels are adjusted annually following the
Annual Shareholders meeting in May. Accordingly, salary levels
listed in the Compensation Discussion and Analysis (the “CD&A”) may
not match amounts actually paid during the course of the
year.
|
(2)
|
Other
than Non-Equity Incentive Plan Compensation, there were no bonuses earned
during 2007, 2008 and 2009.
|
(3)
|
Amounts
in this column reflect the grant date fair value of RSUs in accordance
with Compensation – Stock Compensation Topic of the FASB
ASC. The assumptions made in the valuation of these awards are
set forth in Note 7,
|
(4)
|
Amounts
in this column reflect the grant date fair value of SARs in accordance
with Compensation – Stock Compensation Topic of the FASB ASC. The
assumptions made in the valuation of these awards are set forth in Note 7,
(“Shareholders’ Equity”), to the Consolidated Financial Statements in Item
15 to the Company’s 2009 Annual Report on Form
10-K.
|
(5)
|
Non-Equity
Incentive Plan Compensation represents earnings under the Company’s
Executive Incentive Plan as more fully described in the
CD&A.
|
(6)
|
Amounts
in this column represent the increase in the actuarial value of defined
benefit plans during 2007, 2008 and 2009 of the executive’s accumulated
benefit under the CONMED Corporation Retirement Pension
Plan. Actuarial value computations are based on the
assumptions established in accordance with Compensation – Retirement
Benefits Topic of the FASB ASC and discussed in Note 9, (“Employee Benefit
Plans”), to the Consolidated Financial Statements in Item 15 to the
Company’s 2009 Annual Report on Form 10-K. Mr. J. Corasanti’s
pension value decreased $971 during 2007 as a result of a change in the
discount factor applied to the present value
calculation. Pursuant to SEC regulations, this negative value
is not reflected in the amounts shown in column
(h).
|
(7)
|
All
Other Compensation consists of the following: (i) company contributions,
if any, to employee 401(k) plan accounts on the same terms offered to all
other employees, (ii) payments relating to automobile leases and/or
allowances, (iii) payments for supplemental long-term care
insurance policies for J. Corasanti, R. Shallish, and L. Pomilio in 2007,
2008, and 2009 (iv) reimbursement for country club and/or other club
membership fees for all NEOs in 2007 and 2008 and J. Corasanti, D. Johnson
and L. Pomilio in 2009 (v) meeting fees of $9,000 for J. Corasanti’s
position as a Director of the Company and (vi) tax services for J.
Corasanti. The amount attributable to each perquisite or
benefit for each NEO does not exceed the greater of $25,000 or 10% of the
total amount of perquisites received by such NEOs, except as described
below.
|
(8)
|
David
A. Johnson resigned from the Company on March 30,
2010.
|
(a)
|
(b)
|
(
c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
(l)
|
Estimated
Future Payouts Under
Non-
Equity Incentive Plan
Awards
(1)
|
Estimated
Future Payouts
Under
Equity Incentive
Plan
Awards
|
||||||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
All
Other
Stock
Awards:
Number
of Shares
of
Stock
or
Units
(#)
(2)
|
All
Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)
(3)
|
Exercise
or
Base
Price
of
Option
Awards
($/sh)
|
Grant Date
Fair
Value
of
Stock
and Option
Awards
($)
|
Joseph
J. Corasanti
|
6/01/2009
6/01/2009
10/30/2009
10/30/2009
N/A
|
-
-
-
-
255,500
|
-
-
-
-
255,500
|
-
-
-
-
511,000
|
-
-
-
-
-
|
-
-
-
-
-
|
-
-
-
-
-
|
-
25,000
-
20,000
-
|
62,500
-
40,000
-
-
|
$16.46
-
$21.19
-
-
|
$418,863
$411,500
$341,816
$423,800
-
|
Robert
D. Shallish, Jr.
|
6/01/2009
6/01/2009
N/A
|
-
-
133,226
|
-
-
133,226
|
-
-
266,452
|
-
-
-
|
-
-
-
|
-
-
-
|
-
4,000
-
|
10,000
-
-
|
$16.46
-
-
|
$ 67,018
$ 65,840
-
|
Joseph
G. Darling
|
6/01/2009
6/01/2009
N/A
|
-
-
163,200
|
-
-
163,200
|
-
-
326,400
|
-
-
-
|
-
-
-
|
-
-
-
|
-
4,000
-
|
10,000
-
-
|
$16.46
-
-
|
$ 67,018
$ 65,840
-
|
David
A. Johnson (4)
|
6/01/2009
6/01/2009
N/A
|
-
-
132,368
|
-
-
132,368
|
-
-
264,735
|
-
-
-
|
-
-
-
|
-
-
-
|
-
4,000
-
|
10,000
-
-
|
$16.46
-
-
|
$ 67,018
$ 65,840
-
|
Luke
A. Pomilio
|
6/01/2009
6/01/2009
N/A
|
-
-
132,540
|
-
-
132,540
|
-
-
265,079
|
-
-
-
|
-
-
-
|
-
-
-
|
-
4,000
-
|
10,000
-
-
|
$16.46
-
-
|
$ 67,018
$ 65,840
-
|
(1)
|
Non-Equity
Incentive Compensation represents earnings under the Company’s Executive
Incentive Plan. The threshold and target compensation
represents 50% of the NEO’s salary. The maximum
compensation represents 100% of all NEO’s salary. As disclosed
in CD&A, the first 30% is payable after the 2009 year, the remaining
20% is dependent upon meeting 85% of the 2010 target. For the
2009 plan year, no payout
occurred.
|
(2)
|
The
amounts shown in column (i) represent the total RSUs awarded to the named
executive officers. Such awards vest over a period of five
years and are valued at the market price of the stock on the date of
grant.
|
(3)
|
The
amounts shown in column (j) represent the total number of SARs awarded to
the NEOs. These awards vest over a period of five
years.
|
(4)
|
David
A. Johnson resigned from the Company on March 30,
2010.
|
(a)
|
(b)
|
(
c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Option
Awards
|
Stock
Awards
|
||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
Number
of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not Yet
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
($)
|
Joseph
J. Corasanti
|
67,502
42,187
112,500
125,000
125,000
125,000
37,500
-
25,000
-
12,500
-
-
-
-
-
|
-
-
-
-
-
-
25,000(1)
-
37,500(2)
-
50,000(3)
-
62,500(4)
-
40,000(5)
-
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
|
$14.22
$21.01
$25.89
$17.74
$25.03
$31.40
$19.93
-
$29.92
-
$26.69
-
$16.46
-
$21.19
-
|
5/15/2011
12/18/2011
5/14/2012
5/20/2013
5/18/2014
5/17/2015
5/16/2016
-
5/17/2017
-
6/1/2018
-
6/1/2019
-
10/30/2019
-
|
-
-
-
-
-
-
-
10,000(11)
-
15,000(12)
-
20,000(13)
-
25,000(14)
-
20,000(15)
|
-
-
-
-
-
-
-
$228,000
-
$342,000
-
$456,000
-
$570,000
-
$456,000
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
|
Robert
D. Shallish, Jr.
|
5,504
4,502
15,005
15,000
15,000
10,000
12,000
6,000
-
4,000
-
2,000
-
-
-
|
-
-
-
-
-
-
3,000(6)
4,000(7)
-
6,000(8)
-
8,000(9)
-
10,000(10)
-
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
|
$16.42
$9.17
$14.22
$25.89
$17.74
$25.03
$31.40
$19.93
-
$29.92
-
$26.69
-
$16.46
-
|
5/16/2010
10/11/2010
5/15/2011
5/14/2012
5/20/2013
5/18/2014
5/17/2015
5/16/2016
-
5/17/2017
-
6/1/2018
-
6/1/2019
-
|
-
-
-
-
-
-
-
-
1,600(11)
-
2,400(12)
-
3,200(13)
-
4,000(14)
|
-
-
-
-
-
-
-
-
$36,480
-
$54,720
-
$72,960
-
$91,200
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
|
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
|
Joseph
G. Darling
|
2,000
-
-
-
|
8,000(9)
-
10,000(10)
-
|
-
-
-
-
|
$26.69
-
$16.46
-
|
6/1/2018
-
6/1/2019
-
|
-
6,000(20)
-
4,000(14)
|
-
$136,800
-
$91,200
|
-
-
-
-
|
-
-
-
-
|
David
A. Johnson (21)
|
2,000
-
2,000
-
2,000
-
-
-
|
6,000(16)
-
8,000(17)
-
8,000(9)
-
10,000(10)
-
|
-
-
-
-
-
-
-
-
|
$23.32
-
$27.54
-
$26.69
-
$16.46
-
|
12/27/2016
-
2/25/2018
-
6/1/2018
-
6/1/2019
-
|
-
6,000(18)
-
6,750(19)
-
3,200(13)
-
4,000(14)
|
-
$136,800
-
$153,900
-
$72,960
-
$91,200
|
-
-
-
-
-
-
-
-
|
-
-
-
-
-
-
-
-
|
Luke
A. Pomilio
|
10,000
15,000
10,000
12,000
6,000
-
4,000
-
2,000
-
-
-
|
-
-
-
3,000(6)
4,000(7)
-
6,000(8)
-
8,000(9)
-
10,000(10)
-
|
-
-
-
-
-
-
-
-
-
-
-
-
|
$25.89
$17.74
$25.03
$31.40
$19.93
-
$29.92
-
$26.69
-
$16.46
-
|
5/14/2012
5/20/2013
5/18/2014
5/17/2015
5/16/2016
-
5/17/2017
-
6/1/2018
-
6/1/2019
-
|
-
-
-
-
-
1,600(11)
-
2,400(12)
-
3,200(13)
-
4,000(14)
|
-
-
-
-
-
$36,480
-
$54,720
-
$72,960
-
$91,200
|
-
-
-
-
-
-
-
-
-
-
-
-
|
-
-
-
-
-
-
-
-
-
-
-
-
|
(1)
|
Scheduled
to vest in equal installments of 12,500 shares per year on May 16, 2010,
and May 16, 2011.
|
(2)
|
Scheduled
to vest in equal installments of 12,500 shares per year on May 17, 2010,
May 17, 2011 and May 17, 2012.
|
(3)
|
Scheduled
to vest in equal installments of 12,500 shares per year on June 1, 2010,
June 1, 2011, June 1, 2012 and June 1,
2013.
|
(4)
|
Scheduled
to vest in equal installments of 12,500 shares per year beginning on June
1, 2010 and each June 1st
thereafter through 2014.
|
(5)
|
Scheduled
to vest in equal installments of 8,000 shares per year beginning on June
1, 2010 and each June 1st
thereafter through 2014.
|
(6)
|
Scheduled
to vest on May 17, 2010.
|
(7)
|
Scheduled
to vest in equal installments of 2,000 shares per year on May 16, 2010 and
May 16, 2011.
|
(8)
|
Scheduled
to vest in equal installments of 2,000 shares per year on May 17, 2010,
May 17, 2011 and May 17, 2012.
|
(9)
|
Scheduled
to vest in equal installments of 2,000 shares per year on June 1, 2010,
June 1, 2011, June 1, 2012 and June 1,
2013.
|
(10)
|
Scheduled
to vest in equal installments of 2,000 shares per year on June 1, 2010 and
each June 1st
thereafter through 2014.
|
(11)
|
Scheduled
to vest in equal installments of 5,000 units per year for Mr. J. Corasanti
and 800 units per year for Mr. Shallish and Mr. Pomilio on May 16, 2010
and May 16, 2011.
|
(12)
|
Scheduled
to vest in equal installments of 5,000 units per year for Mr. J. Corasanti
and 800 units per year for Mr. Shallish and Mr. Pomilio on May 17, 2010,
May 17, 2011 and May 17, 2012.
|
(13)
|
Scheduled
to vest in equal installments of 5,000 units per year for Mr. J. Corasanti
and 800 units per year for Mr. Shallish, Mr. Johnson, and Mr. Pomilio on
June 1, 2010, June 1, 2011, June 1, 2012 and June 1,
2013.
|
(14)
|
Scheduled
to vest in equal installments of 5,000 shares per year for Mr. J.
Corasanti and 800 units per year for Mr. Shallish, Mr. Darling, Mr.
Johnson, and Mr. Pomilio beginning on June 1, 2010 and each June 1st
thereafter through 2014.
|
(15)
|
Scheduled
to vest in equal installments of 4,000 shares per year beginning on June
1, 2010 and each June 1st thereafter
through 2014.
|
(16)
|
Scheduled
to vest in equal installments of 2,000 units per year on February 1, 2010,
February 1, 2011 and February 1,
2012.
|
(17)
|
Scheduled
to vest in equal installments of 2,000 units per year on February 25,
2010, February 25, 2011, February 25, 2012, and February 25,
2013.
|
(18)
|
Scheduled
to vest in equal installments of 750 units per year on each February
1st
from 2010 to 2017.
|
(19)
|
Scheduled
to vest in equal installments of 750 units per year on each February
25th
from 2010 to 2018.
|
(20)
|
Scheduled
to vest in equal installments of 1,500 units per year on June 1, 2010,
June 1, 2011, June 1, 2012 and June 1,
2013.
|
(21)
|
David
A. Johnson resigned from the Company on March 30,
2010.
|
(a)
|
(b)
|
(
c)
|
(d)
|
(e)
|
Option
Awards (1)
|
Stock
Awards (3)
|
|||
Name
|
Number of Shares
Acquired On Exercise
(#)
|
Value Realized
on
Exercise
($)
(2)
|
Number of Shares
Acquired on Vesting
(#)
|
Value Realized on
Vesting
($)
(4)
|
Joseph
J. Corasanti
|
37,501
|
$183,141
|
15,000
|
$225,600
|
Robert
D. Shallish, Jr.
|
0
|
$0
|
2,400
|
$36,096
|
Joseph
G. Darling
|
0
|
$0
|
1,500
|
$24,690
|
David
A. Johnson (5)
|
0
|
$0
|
2,300
|
$35,991
|
Luke
A. Pomilio
|
0
|
$0
|
2,400
|
$36,096
|
(1)
|
Amount
relates to stock option and SAR exercises during
2009.
|
(2)
|
Calculated
by multiplying the number of shares purchased by the difference between
the exercise price and the market price of CONMED Corporation common stock
on the date of exercise.
|
(3)
|
Amount
relates to the RSUs vested during
2009.
|
(4)
|
Calculated
by multiplying the number of shares vested by the market price of the
CONMED Corporation common stock on the date of
issuance.
|
(5)
|
David
A. Johnson resigned from the Company effective March 30,
2010.
|
(a)
|
(b)
|
(
c)
|
(d)
|
(e)
|
Name
|
Plan
Name
|
Number
of Years
of Credited Service
(#)
|
Present
Value of
Accumulated
Benefit ($)
|
Payments
During the Last
Fiscal
Year ($)
|
Joseph
J. Corasanti
|
CONMED
Corporation Retirement Pension Plan
|
15
|
$144,882
|
$0
|
Robert
D. Shallish, Jr.
|
CONMED
Corporation Retirement Pension Plan
|
18
|
$479,693
|
$0
|
Joseph
G. Darling
|
CONMED
Corporation Retirement Pension Plan
|
1
|
$15,803
|
$0
|
David
A. Johnson
|
CONMED
Corporation Retirement Pension Plan
|
2
|
$20,722
|
$0
|
Luke
A. Pomilio
|
CONMED
Corporation Retirement Pension Plan
|
12
|
$114,632
|
$0
|
(a)
|
(b)
|
(
c)
|
(d)
|
(e)
|
(f)
|
|||||
Name
|
Executive
Contributions in
Last
FY
($)
|
Registrant
Contributions
in
Last FY
($)
|
Aggregate
Earnings in
Last FY
($)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance
at
Last FYE
($)
|
|||||
Joseph
J. Corasanti
|
|
$0
|
|
$150,000
|
|
$127,186
|
|
$0
|
|
$1,801,051
|
Robert
D. Shallish, Jr.
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
||||||||||
Joseph
G. Darling
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
||||||||||
David
A. Johnson
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
Luke
A. Pomilio
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
(1)
|
Amount
included above is payable over a period of up to 120 months with interest
and includes annual contributions of $150,000 for 2007, 2008, and 2009 and
above market interest of $41,765, $51,850, and $45,659 for 2007, 2008 and
2009, respectively, which were included in compensation in the respective
years.
|
Name
|
Salary
Continuation
or
Severance
($)
|
Benefits
or
Perquisites
($)
|
Pension
Benefit
($)
|
Enhanced
Pension
Benefit
($)
|
Deferred
Compensation
($)
|
Accelerated
Option/SAR
Vesting
($)
|
Accelerated
RSU
Vesting
($)
|
Total
|
|
Joseph
J. Corasanti (1)
|
$4,816,508
(2)
|
$1,296,050(3)
|
$144,882(4)
|
$0(5)
|
$1,801,052(6)
|
$165,215(7)
|
$552,687(7)
|
$8,776,394
|
|
Joseph
G. Darling (8)
|
$326,400
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
$326,400
|
|
(1)
|
Mr.
Corasanti is entitled to earnings upon termination as defined in his
employment agreement. If Mr. Corasanti were terminated with
just cause, he would be entitled to salary and benefits through the end of
the month of termination, payment of deferred compensation as defined in
his employment agreement and an additional pro rata amount of such
deferred compensation for the year of
termination.
|
(2)
|
Amount
represents five multiplied by the sum of salary and the average of bonus,
deferred compensation, and incentive compensation earned over the past
three years.
|
(3)
|
Amount
includes the present value total of all life time benefits (including life
and health insurance) and the present value of total perquisites for three
years.
|
(4)
|
Amount
represents the accumulated pension benefit earned as of December 31,
2009.
|
(5)
|
Effective
May 14, 2009, the Retirement Pension Plan was frozen. No
additional benefit will accrue after this date, therefore Mr. Corasanti is
not entitled to any enhanced pension benefit. Refer to the heading
“Retirement Pension Plan” in the CD&A for further
information.
|
(6)
|
Amount
represents the undiscounted value of deferred compensation as of December
31, 2009. This amount would be payable over a period up to 120
months with interest.
|
(7)
|
Reflects
the increase in the present value of these awards resulting from the
acceleration of the vesting date and elimination of the risk of forfeiture
calculated in accordance with Internal Revenue Code Section
280G.
|
(8)
|
Mr.
Darling is entitled to earnings upon termination as defined in his
Executive Severance Agreement. If Mr. Darling were terminated
without just cause in the first two years of this Agreement, he would be
paid 12 months of his current
salary.
|
Name
|
Salary
Continuation
or
Severance
($)
|
Benefits
or
Perquisites
($)
|
Pension
Benefit
($)
|
Enhanced
Pension
Benefit
($)
|
Deferred
Compensation
($)
|
Accelerated
Option/SAR
Vesting
($) (7)
|
Accelerated
RSU
Vesting
($) (7)
|
Section
280G
Gross-Up
($) (8)
|
Total
|
|
Joseph
J. Corasanti
(1)
|
$4,816,508
|
$1,296,050
|
$144,882
(4)
|
$0
(5)
|
$1,801,052
(6)
|
$165,215
|
$552,687
|
$3,726,493
|
$12,502,887
|
|
Robert
D. Shallish, Jr.
|
$1,395,996
(2)
|
$60,529
(3)
|
$0
|
$0
|
$0
|
$22,911
|
$63,481
|
$0
|
$1,542,917
|
|
Joseph
G. Darling (9)
|
$489,600
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
$489,600
|
|
David
A. Johnson (10)
|
$1,333,205
(2)
|
$119,547
(3)
|
$0
|
$0
|
$0
|
$21,680
|
$210,752
|
$745,857
|
$2,431,041
|
|
Luke
A. Pomilio
|
$1,281,749
(2)
|
$110,129
(3)
|
$0
|
$0
|
$0
|
$22,911
|
$63,481
|
$0
|
$1,478,270
|
|
(1)
|
Mr.
J. Corasanti would receive the same payments and benefits as if he were
terminated without just cause according to his employment agreement,
except he would also receive the Section 280G Gross-up. This is
because the employment agreement has more favorable payments and benefits
than his Change in Control Agreement and therefore supersedes the Change
in Control Agreement.
|
(2)
|
Amount
represents highest annual non-equity incentive plan compensation earned
over the past three completed fiscal years plus three multiplied by the
sum of the highest salary earned over the past twelve months and highest
annual non-equity incentive plan compensation earned over the past three
completed fiscal years.
|
(3)
|
Amount
includes the present value of medical, dental, disability, long-term care
(as applicable) and life insurance and total perquisites for three
years.
|
(4)
|
Amount
represents the accumulated pension benefit earned by Mr. J. Corasanti as
of December 31, 2009.
|
(5)
|
Effective
May 14, 2009, the Retirement Pension Plan was frozen. No
additional benefit will accrue after this date, therefore Mr. Corasanti is
not entitled to any enhanced pension benefit. Refer to the heading
“Retirement Pension Plan” in the CD&A for further
information.
|
(6)
|
Amount
represents the undiscounted value of deferred compensation as of December
31, 2009 for Mr. J. Corasanti. This
amount would be payable over a period up to 120 months with
interest.
|
(7)
|
Reflects
the increase in the present value of these awards resulting from the
acceleration of the vesting date and elimination of the risk of forfeiture
calculated in accordance with Section 280G of the
Code.
|
(8)
|
Compensation
and benefits in excess of three times compensation may be subject to a
non-deductible 20% excise tax under Section 280G of the
Code. To assure that the actual economic value of change in
control benefits is equivalent for all participants, the program provides
for a gross-up of this tax to the extent that the amounts giving rise to
the excise tax are greater than 10% of the “golden parachute” safe-harbor
amount. Amounts in this column estimate the tax gross-up assuming a change
in control date of December 31, 2009 at a stock price of $22.80 per
share.
|
(9)
|
Mr.
Darling is entitled to earnings upon a change in control of CONMED
Linvatec Corporation as defined in his Executive Severance
Agreement. If CONMED Linvatec Corporation is sold or all assets
are transferred and Mr. Darling’s title of President and comparable
responsibilities were taken away upon such change in control, or Mr.
Darling were terminated upon the change in control, Mr. Darling is
entitled to payment of his salary then in effect for eighteen
months.
|
(10)
|
David
A. Johnson resigned from the Company on March 30,
2010.
|
Existing
Director Fee
Plan
|
2010
(Proposed
to be
effective
after the
Shareholder
Meeting)
|
2011
(Proposed
to be
effective
after the
Shareholder
Meeting)
|
||
Annual
Retainers
|
||||
(Paid
Quarterly)
|
Directors
(Non-Executive only)
|
$25,000
|
$40,000
|
$45,000
|
Lead
Independent Director
|
$25,000
|
$50,000
|
$60,000
|
|
Chairman
(None
if executive officer)
|
$50,000
(two
times the director fee)
|
$80,000
(two
times the director fee)
|
$90,000
(two
times director fee)
|
|
Audit
Committee Chair
|
N/A
|
$25,000
|
$30,000
|
|
Audit
Committee Member
|
N/A
|
$12,500
|
$15,000
|
|
Governance/
Compensation Chair
|
N/A
|
$10,000
|
$15,000
|
|
Governance/
Compensation Committee Member
|
N/A
|
$5,000
|
$7,500
|
|
Equity
|
Non-employee
directors only
|
1,000
RSUs
5
year vest
|
2,000
RSUs
1
year vest
|
3,000
RSUs
1
year vest
|
2,500
SARs
|
1,000
SARs
|
1,000
SARs
|
||
5
year vesting
|
1
year vesting
|
1
year vesting
|
||
Per
Meeting Fees
|
Board
Chair
|
$2,500
(in person)
|
N/A
|
N/A
|
$1,500
(by phone)
|
N/A
|
N/A
|
||
Board
Member
|
$1,500
(in person)
|
N/A
|
N/A
|
|
$500
(by phone)
|
N/A
|
N/A
|
||
Audit
Committee
|
||||
Chair
|
$2,000
|
N/A
|
N/A
|
|
Member
|
$1,000
|
N/A
|
N/A
|
|
Compensation
Committee
|
||||
Chair
|
$1,000
|
N/A
|
N/A
|
|
Member
|
$500
|
N/A
|
N/A
|
|
Corporate
Governance Committee
|
||||
Chair
|
$1,000
|
N/A
|
N/A
|
|
Member
|
$500
|
N/A
|
N/A
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
||||||
Name
|
Fees Earned or
Paid
in Cash
($)
|
Stock
Awards
($)
(1)
|
Option
Awards
($)(2)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
||||||
Eugene
R. Corasanti
|
$65,000
|
$0
|
$0
|
$0
|
$0
|
$0
|
$65,000
|
||||||
Joseph
J. Corasanti
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
||||||
Bruce
F. Daniels
|
$55,000
|
$16,460
|
$16,755
|
$0
|
$0
|
$0
|
$88,215
|
||||||
Jo
Ann Golden
|
$42,000
|
$16,460
|
$16,755
|
$0
|
$0
|
$0
|
$75,215
|
||||||
Stephen
M. Mandia
|
$42,500
|
$16,460
|
$16,755
|
$0
|
$0
|
$0
|
$75,715
|
||||||
Stuart
J. Schwartz
|
$46,000
|
$16,460
|
$16,755
|
$0
|
$0
|
$0
|
$79,215
|
||||||
Mark
E. Tryniski
|
$44,000
|
$16,460
|
$16,755
|
$0
|
$0
|
$0
|
$77,215
|
||||||
(1)
|
Amounts
in this column reflect the grant date fair value of RSUs in accordance
with Compensation – Stock Compensation Topic of the FASB
ASC. The assumptions made in the valuation of these awards are
set forth in Note 7, (“Shareholders’ Equity”), to the Consolidated
Financial Statements in Item 15 to Company’s 2009 Annual Report on Form
10-K (available at http://www.conmed.com).
|
(2)
|
Amounts
in this column reflect the grant date fair value of SARs in accordance
with Compensation – Stock Compensation Topic of the FASB ASC. The
assumptions made in the valuation of these awards are set forth in Note 7,
(“Shareholders’ Equity”), to the Consolidated Financial Statements in Item
15 to the Company’s 2009 Annual Report on Form
10-K.
|
(3)
|
Below
is a summary of the stock options & SARs and RSUs outstanding for
non-employee Directors.
|
Name
|
Option
Awards
Outstanding
(#)
|
Stock
Awards
Outstanding
(#)
|
|
Bruce
F. Daniels
|
12,000
|
2,400
|
|
Jo
Ann Golden
|
12,000
|
2,400
|
|
Stephen
M. Mandia
|
16,500
|
2,400
|
|
Stuart
J. Schwartz
|
12,000
|
2,400
|
|
Mark
E. Tryniski
|
7,500
|
2,400
|
Employee
Name and Position
|
Officer(s)
and/or Director(s)
to
whom Employee is Related
|
Relationship
of Employee to
Officer
|
David Corasanti,
Marketing Manager, Endosurgery
|
Eugene
R. Corasanti
|
Son
|
Joseph
J. Corasanti
|
Brother
|
|
Alan Rust, Corporate
Distribution Director
|
William
W. Abraham
|
Son-in-law
|