Joe, the answer to some of your questions are in the last 10K filed with the SEC.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the compensation earned by the Company's Chief Executive Officers during the last three fiscal years and other officers who received compensation in excess of $100,000 during any of the last three fiscal years. In accordance with Item 402(a)(5), the Company has omitted certain columns from the table required by Item 402(b).
Summary Compensation Table
Annual Compensation
Name and Principal Position
Year
Salary $
Bonus $
Other Annual Compensation $
Gary Mays, CEO (1)
2002
55,833 (2)
--
--
2001
112,500
--
--
2000
--
--
--
Keith Anderson, CEO (3)
2002
--
--
--
2001
6,000
--
106,400(4)
2000
144,000
15,000(5)
8,956(6)
William L. Tuorto, Special Counsel
2002
--
--
--
2001
125,000
--
--
2000
--
--
--
Gregory J. Gibson, CEO, Acting CFO, Secretary/Treasurer (7)
2002
115,656.70
60,349.95 (8)
115,029 (9)
2001
--
--
--
2000
--
--
--
Mr. Mays was chief executive officer from February 15, 2001 to March 5, 2002.
Based on the market value of 890,000 shares of common stock issued during the year for compensation in lieu of cash, as determined from the closing price of the common stock on the date of issuance.
Mr. Anderson was chief executive officer from January 1, 2001 to February 14, 2001.
Based on net advances to Mr. Anderson that the Company has determined are uncollectible.
Based on the market value of 37,500 shares of common stock issued during the year as bonus compensation, as determined from the closing price of the common stock on the date of issuance.
Based on the market value of 57,438 shares of common stock issued during the year for director's compensation, as determined from the closing price of the common stock on the date of issuance.
Mr. Gibson was chief executive officer from March 5, 2003 to December 31, 2002.
Based on the market value of 500,000 shares of common stock issued during the year as bonus compensation in lieu of cash, as determined from the closing price of the common stock on the date of issuance.
Based on $40,000 in excess lease payments received during the year, $70,029 of interest received on loans by Mr. Gibson to the Company, and $5,000 paid as a nonaccountable car expense allowance.
The Company did not grant any options or stock appreciation rights or make an award under any long-term incentive plan to any of its named executive officers during the last fiscal year. The Company did not reprice any options or stock appreciation rights during the last fiscal year. None of the Company's named executive officers exercised any options or stock appreciation rights during the last fiscal year.
Employment Agreements
The Company and Gregory J. Gibson are parties to a five-year Employment Agreement dated March 5, 2002, under which the Company agreed to issue Mr. Gibson 500,000 shares of common stock as a signing bonus, and pay Mr. Gibson a salary of $250,000 per year, provided that Mr. Gibson shall not be entitled to exceed his regular base salary ($150,000) prior to the termination of the Management and Operations Agreement of Stony's Trucking Co. Mr. Gibson's position under the Employment Agreement is as chief executive officer.
The Company and William L. Tuorto are parties to a one-year Employment Agreement dated June 21, 2002, under which the Company agreed to pay Mr. Tuorto a salary of $250,000 per year, which is payable at the Company's option in registered shares of the Company's common stock valued at 85% of the market value of the common stock. The Employment Agreement is subject to confidentiality and noncompete provisions.
The Company and Richard D. Tuorto, Sr. are parties to a Consulting Agreement dated December 1, 2001, under which the Company agreed to engage Mr. Tuorto as an independent contractor with the title Vice President of Acquisitions. Mr. Tuorto is entitled to compensation of $210,000 per year, which is payable at the Company's option in registered shares of the Company's common stock valued at 85% of the market value of the common stock. In addition, Mr. Tuorto became entitled to a bonus of $200,000 upon execution of a contract by the Company to acquire Stony's Trucking Co. The Consulting Agreement is subject to confidentiality and noncompete provisions.