|
Name
and Address of Designee
|
Age
|
Position
Nominated
|
||
|
David
C. Skinner, Sr.
|
64
|
President,
Chief Executive Officer and Director
|
||
|
Martin
Silver
|
65
|
Chairman
of the Board
|
||
|
Kenneth
Troyer
|
45
|
Director
|
||
|
Carlo
Varesco
|
74
|
Director
|
|
Annual
Compensation
|
|||||||
|
Name
and Principal Position
|
Year
|
Salary
($)
|
|||||
|
David
C. Skinner, Sr., President and Chief Executive Officer
|
2005
|
$
|
34,800
|
||||
|
●
|
Initial
base salary of $180,000;
|
|
●
|
Annual
bonus determined by the Board of Directors in its sole discretion;
|
|
●
|
Participation
in employee medical, health, pension, welfare and insurance benefit
plans
as maintained by the Company from time to time for the general benefit
of
its executive employees, as well as all other benefits and perquisites
as
are made generally available to the Company’s executive
employees;
|
|
●
|
At
least three weeks annual vacation;
and
|
|
●
|
Monthly
car allowance of $750.00 per month.
|
|
●
|
Mr.
Skinner will receive payment of his base salary through and including
the
date of termination, payment of any earned but unpaid bonus for the
prior
fiscal year, payment for all accrued but unused vacation time existing
as
of the date of termination, and reimbursement of business expenses
incurred prior to the date of termination;
|
|
●
|
Mr.
Skinner will be eligible to receive a severance payment based on
his
length of service, provided he signs a general release of all claims
in a
form approved by the Board of Directors; and
|
|
●
|
The
options granted under the agreement will cease vesting on the date
of
termination of employment, and to the extent vested and not previously
exercised or expired, may be exercised in accordance with the terms
and
conditions of the 2006 Incentive Plan.
|
|
●
|
Mr.
Skinner will receive payment of his base salary through and including
the
date of termination, payment of any earned but unpaid bonus for the
prior
fiscal year, payment for all accrued but unused vacation time existing
as
of the date of termination, and reimbursement of business expenses
incurred prior to the date of
termination;
|
|
●
|
The
options granted under the agreement will cease vesting on the date
of
termination of employment, and to the extent vested and not previously
exercised or expired, may be exercised in accordance with the terms
and
conditions of the 2006 Incentive Plan;
and
|
|
●
|
Mr.
Skinner may continue to participate in the Company’s employee benefit
plans to the extent permitted by and in accordance with the terms
thereof
or as otherwise required by law.
|
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership
|
Percent
of Class (1)
|
|||||
|
David
C. Skinner, Sr. (5)
|
8,400,000(2
|
)
|
20.05
|
%
|
|||
|
Martin
Silver (5)
|
6,000,000(3
|
)
|
14.32
|
%
|
|||
|
Alexander
Ngan
|
0
|
-
|
|||||
|
Carlo
Varesco
|
0
|
-
|
|||||
|
Kenneth
Troyer (5)(6)
|
1,000,000
|
2.3
|
%
|
||||
|
Ronald
Sparkman (5)
|
4,800,000
|
11.46
|
%
|
||||
|
Shlomie
Stein (5)
|
3,800,000(4
|
)
|
9.07
|
%
|
|||
|
Current
directors and executive officers as a group (7 persons)
|
15,400,000
|
36.75
|
%
|
||||
| (1) |
Based
on 41,900,000 common shares issued and outstanding as of October
30,
2006.
|
| (2) |
Includes
5,200,000 shares held jointly by David C. Skinner, Sr. and his wife,
Kimberly Skinner, 2,200,000 shares held by the Kimberly Skinner and
David
C. Skinner, Sr. Family Trust, Kristine Coalson and Kimberly Skinner
co-trustees, and 1,000,000 total shares held by the children of David
C.
Skinner, Sr. and Kimberly Skinner, with 125,000 shares each in the
name of
Jolene Skinner Haney, Darlene Skinner Smith, David C. Skinner, Jr.,
Kristine Skinner Coalson, Sanna V. Skinner, Justin Husted, Brittany
Stein,
and Kimberly Husted Skinner in trust for Lauren Stein.
|
| (3) |
Held
jointly by Martin Silver and his wife, Madeline
Silver.
|
| (4) |
Includes
1,900,000 shares held by his wife,
Rachelle
Stein and 1,900,000 shares held by Regency Capital Management LLC,
a
company owned by him.
|
| (5) |
These
persons are party to a Stockholders Agreement dated October 27, 2006
that
restricts the voting and transfer right of the Company’s 25,000,000 shares
held by them and the other signatories to the Stockholders Agreement.
Pursuant to the Stockholders Agreement, no Stockholder may transfer,
sell
or otherwise dispose of any shares of the Company’s capital stock, except
to another Stockholder. In addition, the Stockholders Agreement grants
David C. Skinner, Sr. an irrevocable proxy to vote the shares of
the
Company’s capital stock collectively held by the Stockholders as a single
block in the manner directed by the Stockholders holding a majority
of
such shares. The Stockholders Agreement will expire on the earlier
of the
date on which the shares are traded on the American Stock Exchange
or the
Nasdaq Stock Market or (ii) the holders of a majority of shares subject
to
the Stockholders Agreement consent to its termination (which date
cannot
be prior to the first anniversary of the Stockholders Agreement).
Messrs.
Skinner (our chief executive officer and a Director Designee), Silver
(a
Director Designee to become chairman of our board of directors),
and
Troyer (a Director Designee) control 33.6%, 24.0%, and 4.0%, respectively,
of the shares subject to the Stockholders Agreement. The other two
former
stockholders of Amish Pasta Company, Shlomie Stein and Ronald Sparkman,
each control 19.2% of the shares subject to the Stockholders
Agreement.
|
| (6) |
Held
on behalf of The Amish Community
Trust.
|
| Amish Naturals, Inc. | ||
| |
|
|
| Date: October 30, 2006 | By: | /s/ David C. Skinner, Sr. |
|
Name: David C. Skinner, Sr.
Title: President
|
||