EEI 2017 Form 10-K

Table of Contents Stock Award Plan EEI adopted the 1998 Stock Award Plan effective March 16, 1998. This plan, together with supplemental plans that were subsequently adopted by the Company’s Board of Directors, is referred to as the “Stock Award Plan”. The Stock Award Plan is not a qualified plan Section 401(a) of the Internal Revenue Code. Under the Stock Award Plan, Directors, officers and other key employees of EEI or any of its subsidiaries may be awarded Class A Common Stock as a bonus for services rendered to the Company or its subsidiaries, based upon the fair market value of the common stock at the time of the award. The Stock Award Plan authorizes the Company’s Board of Directors to determine the vesting period and the circumstances under which the awards may be forfeited. Under the supplemental plan which expired in October 2016, the Company issued 21,836 shares of Class A Common Stock, all of which are fully vested as of July 31, 2017. In October 2016, the Company’s Board of Directors adopted the current supplemental plan, the 2016 Stock Award Plan. This plan permits awards of up to 200,000 shares of Class A Common Stock for a period of up to five years until its termination in October 2021. As of July 31, 2017, the Company has issued 7,502 shares of Class A Common Stock under the 2016 Stock Award Plan, all of which are fully vested. Outstanding Equity Awards At July 31, 2017, there were no outstanding awards for shares of Class A Common Stock that were granted and remained subject to vesting under the Stock Award Plan. Director Compensation Compensation earned by each employee and non-employee director for his services during fiscal year 2017 is summarized in the following table. DIRECTORCOMPENSATION Name Fees Earned or Paid in Cash Stock Awards (1) Option Awards Non-Equity Incentive Plan Compensation Earnings Nonqualified Deferred Compensation Earnings All Other Compensation (2) Total Marshall A. Heinberg (3) $ 12,000 $ 32,000 --- --- --- --- $ 44,000 Frank B. Silvestro $ 129,167 --- --- --- --- $ 29,166 $ 158,333 Ronald L. Frank --- --- --- --- --- --- --- Gerald A. Strobel $ 50,000 --- --- --- --- $ 50,000 $ 100,000 Michael C. Gross $ 35,966 $ 20,000 --- --- --- --- $ 55,966 Michael El-Hillow (3) $ 8,250 $ 22,000 --- --- --- --- $ 30,250 Justin C. Jacobs (3) $ 7,500 $ 20,000 --- --- --- --- $ 27,500 Gerard A. Gallagher, Jr. (3) $ 37,500 --- --- --- --- $ 25,397 $ 62,897 Michael R. Cellino, M.D. (3) $ 27,459 --- --- --- --- --- $ 27,459 Michael S. Betrus (3) $ 28,984 --- --- --- --- --- $ 28,984 (1) In July 2017, the Company issued 1,596 shares of Class A Common Stock to Mr. Gross and Mr. Jacobs, and 2,554 shares and 1,756 shares of Class A Common Stock to Mr. Heinberg, and Mr. El-Hillow, respectively. These shares vested immediately upon issuance, subject to certain restrictions regarding transfer of the shares that expire one year after issuance. (2) Represents compensation paid under a consulting arrangement. (3) Mr. Gallagher Jr., Dr. Cellino and Mr. Betrus tenure as Directors were terminated effective April 20, 2017. Mr. Heinberg, Mr. El-Hillow and Mr. Jacobs were elected Directors effective April 20, 2017. Bonuses paid to Directors are reviewed and approved by the Board of Directors based primarily upon: · financial and operational performance of the Company as a whole, as evaluated against annual operating goals established by the Board of Directors; · individual performance of each Director; and · performance of the Board of Directors as a whole. As an employee Director, Mr. Frank did not receive any director fees as compensation for his services. As an employee Director, Mr. Frank did not receive any director compensation during fiscal year 2017. As non-employees, all other Directors in the table above received director fees during fiscal year 2017. Messrs. Strobel, Gallagher and Silvestro also earned consulting fees during fiscal year 2017. Cash bonuses to EEI’s Directors were considered at the discretion of EEI’s Board of Directors prior to fiscal year 2017. During fiscal year 2017, the Board of Directors decided to discontinue cash bonuses to Directors. 65