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Stock option grants are made on the basis of the number of stock options currently held by the executive,
position, overall individual performance, anticipated contribution to the Company’s future success and the
individual’s ability to influence corporate and business performance. The purpose of granting such stock options is
to assist the Company in compensating, attracting, retaining and motivating the officers, directors and employees of
the Company and to closely align the personal interest of such persons to the interest of the shareholders. The
exercise price of the stock options granted is determined by the market price of our common shares at the time of
grant.
The chart below sets forth the 2015 option-based awards to the NEOs:
All other option awards:
Number of securities
underlying options
Exercise or base
price of option
awards
Grant date fair
value of stock and
option awards
Name
Grant date
(#)
($/Sh)
($)
Randall J. Scott
1/22/2015
100,000
0.32
16,213
Jaye T. Pickarts
1/22/2015
50,000
0.32
8,107
Paul H. Zink
1/22/2015
50,000
0.32
8,107
Incentive Bonus Program
The Company’s incentive bonus policy generally allows executive officers and management personnel to
be considered for a discretionary incentive bonus payment, provided the executive officer was employed by the
Company at the end of the fiscal year in which the bonus is earned. Bonus amounts are not based on a percentage of
the executive’s base salary and have typically been rather modest and limited, often ranging between 10% and 25%
of base salary.
In considering executive incentive bonus compensation, the NCG&C Committee typically makes the
determination on the basis of the following three primary factors: (1) Company cash balances and past stock-based
compensation performance; (2) achievement of overall corporate goals, which are established at the start of each
year; and (3) individual performance.
The NCG&C Committee has not historically set specific corporate goals or individual performance goals.
Instead, the NCG&C Committee evaluates the progress of the Company in relation to the implementation of the
Company’s overall plan of operations for the fiscal year and considers the individual NEO’s role within the
Company in implementing the plan of operations. Bonuses are awarded based on the NCG&C Committee’s
discretionary judgment as to whether the performance of the NEO in a given fiscal year in accomplishing the tasks
of his or her role within the Company’s plan of operation has been to a level to warrant an incentive bonus. The
amount of the bonus is also based entirely on the NCG&C Committee’s subjective judgment of the contributions of
the NEO.
The NCG&C Committee considered but did not grant any cash incentive bonus for the NEOs for 2014 or
2015 given market conditions and the Company’s cash position.
In January 2016, the Board established specific corporate and individual performance goals for the CEO
and the executive officers for 2016 performance. These benchmarks will be utilized for further compensation
evaluations, including incentive bonus awards. 2016 corporate goals include the following: achieve zero lost time
accidents and maintain a “safety first” culture, achieve zero environmental incidents and non-compliance orders,
execute a defined financing strategy, finalize off-take partnerships, safeguard cash within budget levels, preserve
environmental permitting process during suspension status and complete defined product test work, among other
business benchmarks.