10-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-8520
Terra Industries Inc.
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction of
incorporation or organization)
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52-1145429
(I.R.S. Employer Identification No.) |
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Terra Centre
600 Fourth Street
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51102-6000
(Zip Code) |
P. O. Box 6000
Sioux City, Iowa
(Address of principal executive offices)
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(712) 277-1340
(Registrants telephone number) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of each exchange on which registered |
Common Shares, without par value
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New York Stock Exchange |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate
by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such
files). Yes o No
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Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated
filer þ |
Accelerated filer o |
Non-accelerated filer o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o No þ
The aggregate market value of the voting and non-voting common shares held by non-affiliates
computed by reference to the price at which the common shares were last sold, or the average bid
and asked price of such common shares, as of the last business day of the registrants most
recently completed second fiscal quarter was $4,460,503,747.35.
The number
of Common Shares, without par value, outstanding as of April 24, 2009 was
99,700,706.
Documents Incorporated by Reference
None.
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this Amendment) to the Annual Report on Form 10-K (the
Original Filing) for the fiscal year ended December 31, 2008 of Terra Industries Inc. (the
Company or Terra), originally filed with the Securities and Exchange Commission (the SEC) on
February 27, 2009, is being filed solely for the limited purpose of amending Items 10, 11, 12, 13
and 14 to reflect the inclusion of the information required by Form 10-K. The Original Filing
contemplated the incorporation by reference of such information from Terras definitive proxy
statement relating to the Companys 2009 Annual Meeting of Stockholders. The Companys definitive
proxy statement will not be filed within the requisite 120 days after the end of the Companys 2008
fiscal year, and accordingly, the Company is including the information required by Items 10, 11,
12, 13 and 14 of Form 10-K through this Amendment as contemplated by instruction G(3) to Form 10-K.
The listing of the definitive proxy statement on the cover page of the Original Filing as a
document incorporated by reference has been deleted in this Amendment.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange
Act), the Company has filed the certifications required by Rule 13a-14(a) or 15d-14(a) of the
Exchange Act.
Except as contained herein, this Amendment speaks as of the filing date of the Original Filing
and does not modify or update disclosures contained in the Original Filing. Accordingly, this
Amendment should be read in conjunction with the Original Filing and with Terras filings with the
SEC subsequent to the Original Filing.
Forward-Looking Information is Subject to Risk and Uncertainty
Certain statements in this report may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are
based upon assumptions as to future events that may not prove to be accurate. These statements are
not guarantees of future performance and involve risks, uncertainties and assumptions that are
difficult to predict. Actual outcomes and results may differ materially from what is expressed or
forecasted in these forward-looking statements. As a result, these statements speak only as of the
date they were made and we undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise,
except as otherwise required by law.
Words such as expects, intends, plans, projects, believes, estimates, and similar
expressions are used to identify these forward-looking statements. These include, among others,
statements relating to:
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changes in financial markets, |
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general economic conditions within the agricultural industry, |
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competitive factors and price changes (principally, sales prices of nitrogen
and methanol products and natural gas costs), |
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changes in product mix, |
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changes in the seasonality of demand patterns, |
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changes in weather conditions, |
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changes in environmental and other government regulation, |
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changes in agricultural regulations, and |
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other risks detailed in the section of this report entitled Risk Factors. |
Additional information as to these factors can be found in the section entitled Business,
Legal Proceedings, and Managements Discussion and Analysis of Financial Condition and Results
of Operations and in the Notes to our consolidated financial statements included as part of this
report.
Part III
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Item 10. |
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Directors, Executive Officers and Corporate Governance |
DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth information regarding the members of the Board of Directors of Terra:
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Present Positions and Offices with
Terra, Principal Occupation During the Past Five Years |
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First Year as |
Name and Age |
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and Other Public Company Boards |
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Director |
Martha O. Hesse (66)
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Ms. Hesse has been a private investor since 2003. Prior to
this, Ms. Hesse founded, owned and was President and Chief
Executive Officer of Hesse Gas Company, a nationwide natural
gas marketing company, from 1992 to 2003. She served as
Chairman of the U.S. Federal Energy Regulatory Commission
from 1986 to 1989, the first woman to hold such position, and
previously served as assistant secretary for Management and
Administration for the U.S. Department of Energy, as well as
Senior Vice President of First Chicago Corporation, a
multibank holding company. Ms. Hesse co-founded and was Chief
Operating Officer of SEI Information Technology, a database
management company, from 1969 until 1980. Ms. Hesse currently
serves as Chairman of the Boards of Enbridge Energy Company,
Inc., the general partner of Enbridge Energy Partners, LP,
which owns and operates certain crude oil, petroleum and
natural gas-related assets in the United States, and Enbridge
Energy Management, LLC, which manages the business and
affairs of the partnership, and is a member of the Audit,
Finance and Risk Committees of each. She is also a director
of Amec plc, a supplier of consultancy, engineering and
project management services to the energy, power and process
industries, serving as chair of the Compliance and Ethics
Committee, and a director of Mutual Trust Financial Group, an
insurance-based financial services organization.
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2001 |
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Henry R. Slack (59)
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Mr. Slack has served as Chairman of Terra since April 2001.
Prior to his retirement, he was Chief Executive Officer of
Minorco SA, an international mining company, from 1991 until
1999, when that company merged with Anglo American
Corporation to form Anglo American plc. He has also served as
a director of E. Oppenheimer and Son International Limited, a
private investment and holding company, since 1979; served as
Chairman of First Africa Group, a private investment banking
firm, from 2006 until its acquisition in 2009; and was
Chairman of Task (USA) Inc., a private investment firm, from
September 1999 to June 2002. Mr. Slack was a member of the
Board of Directors and the executive committee of Anglo
American Corporation, an international mining company, from
1981 until 1999. He has also served on the Board of Directors
of Salomon Brothers Inc., a provider of investment-banking,
securities underwriting, and foreign exchange trading
services, from 1982 to 1988, SAB Miller plc., one of the
worlds largest brewers, from 1998 to 2002, and for more than
twenty years on the Board of Engelhard Corporation, a
supplier of catalysts used in the petroleum, chemical and
food industries, until its acquisition in 2006.
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1983 |
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Present Positions and Offices with
Terra, Principal Occupation During the Past Five Years |
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First Year as |
Name and Age |
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and Other Public Company Boards |
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Director |
Dennis McGlone (59)
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Mr. McGlone has been a private investor since October 2005.
Prior to this, Mr. McGlone served as President, Chief
Executive Officer and Director of Copperweld Corp., a major
North American producer of steel tubing and fabricated
tubular products, from February 2004 to October 2005;
President, Chief Operating Officer, and Director of
Copperweld from October 2002 to February 2004; and Vice
President of Copperweld from July 2001 to October 2002. He
served as Vice President, Corporate Officer of Armco Inc./AK
Steel, a leading U.S. producer and international marketer of
steel products for automotive, appliance, construction, power
generation and distribution, and process industries, from
1996 to March 2001.
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2006 |
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David E. Fisher (66)
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Mr. Fisher has served as a director of Falcon Oil & Gas Ltd.,
a global energy company, since 2007 and is Chairman of its
Audit Committee and a member of its Compensation Committee.
Mr. Fisher is the Chairman of Real Associates Limited, a
private company which invests in commercial and residential
property principally located in Scandinavia, and has served
in that capacity since 2005. He has over 25 years experience
in the natural resources and extractive industries, having
served as Finance Director of Minorco SA, an international
mining company, from 1992 until his retirement in 1999.
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1993 |
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Dod A. Fraser (58)
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Mr. Fraser has served as President of Sackett Partners
Incorporated., a consulting company he established in 2000,
since retiring from a 27-year career in investment banking.
Previously, Mr. Fraser was a General Partner of Lazard Frères
& Co., which he joined in 1978, and most recently, from 1995
to 2000, he was with The Chase Manhattan Bank, now JP Morgan
Chase, where he was a Managing Director and Group Executive
leading the global oil and gas group. Mr. Fraser also has
served as a board member of Smith International, Inc.
(Smith), an oilfield service company, since 2004 and Forest
Oil Corporation (Forest Oil), an independent oil and gas
company, since 2000. He serves as Chairman of the Audit
Committees of both Smith and Forest Oil, and a member of the
Compensation Committee of Smith and the Nominating and
Corporate Governance Committee of Forest Oil.
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2003 |
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Peter S. Janson (61)
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Mr. Janson retired from AMEC Inc., an engineering and
environmental services firm, in 2002. Mr. Janson served as
Chairman and Chief Executive Officer of AMEC Inc. and
director of AMEC plc from 2000 to 2002 and as President and
Chief Executive Officer of Agra Inc., an engineering and
environmental services firm (which was sold to AMEC Inc. in
2000), from 1999 to 2000. Mr. Janson also serves as a
director of Teekay Corporation, a provider of international
crude oil and petroleum product transportation services,
serving on the Audit and Compensation and Human Resources
Committees. Mr. Janson served as a director of Tembec
Industries Inc., a forest products company, from 2004 to
2008, and as a director of ATS Automation Tooling Systems
Inc., a provider of custom designed, built and installed
manufacturing solutions, from 2004 to 2007.
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2005 |
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Present Positions and Offices with
Terra, Principal Occupation During the Past Five Years |
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First Year as |
Name and Age |
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and Other Public Company Boards |
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Director |
Michael L. Bennett (55)
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Mr. Bennett, who has been employed by the Company for 34
years, has served as President and Chief Executive Officer of
Terra since April 2001 and as Executive Vice President and
Chief Operating Officer of Terra from February 1997 to April
2001. Mr. Bennett has served as President of Terra Nitrogen
GP Inc. (TNGP) (or its predecessor), a subsidiary of Terra
and the General Partner of Terra Nitrogen Company, L.P.,
since June 1998, as Chairman of the Board of TNGP since April
2002 and a director of TNGP (or its predecessor) since 1995.
Mr. Bennett has served as a director of Alliant Energy
Corporation (Alliant Energy), a public utility holding
company, since 2003 and is a member of the Capital Approval,
the Audit and the Executive Committees, and is the Chairman
of the Nominating and Governance Committee and the Lead
Independent Director. Mr. Bennett has also served as a
director of Interstate Power and Light Company, Wisconsin
Power and Light Company and Alliant Energy Resources, Inc.,
each a first tier subsidiary of Alliant Energy, since 2003.
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2001 |
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James R. Kroner (47)
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Mr. Kroner has been a private investor since his retirement
in December 2005. Mr. Kroner served as Chief Financial
Officer and Chief Investment Officer for Endurance Specialty
Holdings Ltd. (Endurance), a publicly traded insurance and
reinsurance company, from December 2001 to December 2005 and
as Managing Director of Fox Paine & Company, a private equity
firm, from January 2000 to December 2001. Mr. Kroner served
as a director of Endurance from 2002 to 2003. Mr. Kroner has
served as a director of United America Indemnity, Ltd, a
specialty property and casualty insurer, since 2007, and
serves as Chairman of its Audit and Section 162(m)
Committees.
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Information with respect to executive officers of Terra is set forth under the heading Executive
Officers of Terra in Part I of the Original Filing and is incorporated herein by reference.
CORPORATE GOVERNANCE
Terra strives to uphold the highest standards of ethical conduct, to follow corporate governance
best practices, to report accurately and transparently and to fully comply with the laws, rules and
regulations that govern Terras business.
Terras Board of Directors currently consists of eight members. In accordance with its Corporate
Governance Guidelines, Terras Board of Directors has affirmatively determined that David E.
Fisher, Dod A. Fraser, Martha O. Hesse, Peter S. Janson, James R. Kroner, Dennis McGlone and Henry
R. Slack each meet the criteria for independence required by the NYSE listing standards. The Board
of Directors independence determination was based on information provided by our directors and
discussions among our officers and directors. Following its evaluation, the Board of Directors
concluded that none of the non-employee directors was involved in any transactions, relationships
or arrangements not otherwise disclosed that would impair his or her independence. Mr. Bennett did
not meet the independence standards because he is an employee of Terra and TNGP (or its
predecessor), which is the General Partner of Terra Nitrogen Company, L.P. and an indirect, wholly
owned subsidiary of Terra. The Nominating and Corporate Governance Committee reviews and designates
director-nominees in accordance with the policies and principles of its charter and the Corporate
Governance Guidelines.
Except for Mr. Bennetts employment described above with TNGP, no occupation carried on by any
director during the past five years was carried on with any corporation or organization that is a
parent, subsidiary or other affiliate of the Company. There are no family relationships among any
of the directors and any executive officer of the Company, nor is there any arrangement or
understanding between any director, executive officer and any other
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person pursuant to which that director or executive officer was selected as a director or executive
officer of the Company, as the case may be. There are no material proceedings in which any director
or executive officer of the Company is a party adverse to the Company or any of its subsidiaries,
or has a material interest adverse to the Company or any of its subsidiaries.
Terra has structured its Board of Directors to provide separate positions for a non-executive
Chairman of the Board of Directors and a chief executive officer. The Board of Directors plans to
maintain these responsibilities as separate positions.
During 2008, in accordance with the Corporate Governance Guidelines, the independent directors met
at regularly scheduled executive sessions of the Board of Directors without management. The
Chairman of the Board, Henry R. Slack, presided at all these executive sessions, which are held at
each of our Board of Directors meetings.
The Board of Directors currently has three committees: Audit, Compensation, and Nominating and
Corporate Governance. A description of each committee and its function appears under the heading
Committees of the Board of Directors below. The Audit, Compensation, and Nominating and Corporate
Governance Committees are each composed solely of independent directors as required by the NYSE
listing standards. Each committee has its own charter setting forth the qualifications for
membership and the committees purposes, goals and responsibilities. Each of these committees has
the power to hire independent legal, financial or other advisors it deems necessary, without
consulting or obtaining the advance approval of any Terra officer.
The Board of Directors has also adopted a Code of Ethics and Standards of Business Conduct, which
outlines the principles, policies and laws that govern Terras activities and which serve as a tool
for professional conduct in the workplace. The Code of Ethics and Standards of Business Conduct
applies to Terras principal executive officer and principal financial officer, as well as all
other officers, directors and employees.
It is the Board of Directors practice to encourage all its members to attend the Companys annual
stockholders meeting, although no written policy has been adopted in that regard. All Board members
attended the Companys 2008 stockholder meeting held May 6, 2008, in New York, New York.
Current versions of Terras Corporate Governance Guidelines, Code of Ethics and Standards of
Business Conduct and committee charters can be found in the Investors section under Governance
on Terras Web site at www.terraindustries.com, and are available in print, free of charge, upon
request.
COMMITTEES OF THE BOARD OF DIRECTORS
Audit Committee. The Audit Committee met five times in 2008 and is currently composed of Mr. Fisher
(Chairman), Ms. Hesse, Mr. Janson and Mr. Kroner. The committee is composed entirely of
non-employee directors, each of whom meets the independence requirements of the NYSE listing
standards. In accordance with Terras Audit Committee charter, all members of the committee are
financially literate and the Board of Directors has determined that Mr. Fisher meets the
requirements to be named audit committee financial expert as the term has been defined by the
SEC. The Audit Committee charter is available on Terras website as set out in the Corporate
Governance section above.
The Audit Committee reviews Terras procedures for reporting financial information to the public.
The Audit Committee also reviews Terras internal audits, reports and related recommendations. Its
members are directly responsible for Terras independent auditor and have the sole authority to
appoint or replace the independent auditor. The committee reviews the scope of the annual audit,
reviews related reports and recommendations and preapproves any non-audit services provided by the
independent registered public auditor. In addition, the committee maintains, through regularly
scheduled meetings, open lines of communication between the Board of Directors and Terras
financial management, internal auditors and independent registered public auditor.
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Compensation Committee. The Compensation Committee met three times in 2008 and is currently
composed of Messrs. Fraser (Chairman), Fisher, Janson and McGlone. Each of the members of the
committee meets the independence requirements of the NYSE listing standards. The committees
functions include establishing the compensation to be paid to Terras executive officers. The
committee also administers certain employee benefit plans, establishes and, in consultation with
management, administers compensation guidelines and personnel policies. See the report on
Executive Compensation below. The Compensation Committee charter is available on Terras website
as set out in the Corporate Governance section above.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee
met two times in 2008. It is currently composed of Ms. Hesse (Chairman), Mr. Fraser and Mr. Slack.
Each of the members of the committee meets the independence requirements of the NYSE listing
standards. The committees functions include helping the Board of Directors fulfill its
responsibilities to stockholders by shaping the Companys corporate governance and enhancing the
quality and independence of the Board of Directors nominees. In addition, the committee identifies
and reviews qualifications of potential Terra director candidates, to include those recommended by
stockholders, and makes recommendations to the Board of Directors for nomination or election. The
Nominating and Corporate Governance Committee generally identifies nominees for new directors based
upon outside research and recommendations from directors and officers of the Company. Nominees for
director are selected on the basis of broad experience, wisdom, integrity, ability to make
independent analytical inquiries, understanding of Terras business environment, and willingness to
devote adequate time and energy to Board of Directors duties. The Board of Directors considers
directors of diverse backgrounds, in terms of both the individuals involved and their various
experiences and areas of expertise. Each Board of Directors member must ensure that future
commitments (including commitments to serve on boards of other companies) do not materially
interfere with the members service as a Terra director. The Nominating and Corporate Governance
Committee charter is available on Terras website as set out in the Corporate Governance section
above.
The Nominating and Corporate Governance Committee charter also provides that the committee will
review candidates who have been recommended by stockholders. Appropriate materials describing the
personal and professional background and experience of candidates recommended by stockholders
should be communicated to the Board of Directors. The committee will evaluate all such stockholder
recommended candidates on the basis of the same qualities and characteristics as described in the
preceding paragraph.
The Board of Directors establishes special Board of Directors committees from time to time,
determining such committees specific functions as they are established. The Board of Directors and
its committees occasionally take action by unanimous written consent in lieu of a meeting.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held five regular meetings and three special meetings in 2008. Each director
attended at least 92 percent of the total meetings of the Board of Directors and its committees of
which he or she was a member.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Terras executive officers, directors and beneficial
owners of more than 10 percent of Terras common shares to file initial reports of beneficial
ownership and reports of changes in beneficial ownership of the shares with the SEC and the NYSE.
Executive officers and directors are required by SEC regulations to furnish Terra with copies of
all Section 16(a) reports they file. All persons who were Terra executive officers, directors and
beneficial owners of more than 10 percent of Terras common shares at any time during 2008 filed
all reports required under Section 16(a) during and with respect to 2008 in a timely manner, except
Joseph D. Giesler, Henry R. Slack and Douglas M. Stone, who each inadvertently filed one Form 4
late. This conclusion is based solely on a review of the copies of such filings furnished to Terra
and of written representations from Terras executive officers and directors.
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Item 11. |
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Executive Compensation |
Executive Compensation and Other Information
Compensation Discussion and Analysis
I. Background
This compensation discussion and analysis discusses the material elements of compensation of our
named executive officers for 2008. In 2008, our named executive officers were:
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Michael L. Bennett, President and Chief Executive Officer; |
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Daniel D. Greenwell, Senior Vice President and Chief Financial Officer; |
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Joseph D. Giesler, Senior Vice President Commercial Operations; |
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Richard S. Sanders, Jr., Vice President Manufacturing; and |
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John W. Huey, Vice President, General Counsel and Corporate Secretary. |
As a producer and marketer of nitrogen products for agricultural and industrial markets, Terras
operating results are affected by the volatile nature of the nitrogen products industry. Demand
for nitrogen products remained strong for much of 2008, contributing to our record earnings and
returns during 2008. However, the current period of strong growth for 2007 and much of 2008 was
preceded by a period of approximately six years of difficult market conditions characterized by
losses and low returns. We expect that market volatility will continue to be a factor in this
industry. In fact, during the fourth quarter 2008, the broad economic decline negatively impacted
nitrogen product demand, leading to reduced sales prices and curtailment of shipments. We have
designed our executive compensation program to reflect these fundamental factors. For additional
details regarding the cyclical nature of the nitrogen products industry and our performance in
light of these conditions, see the Managements Discussion and Analysis of Financial Conditions
and Results of Operations in the Original Filing.
II. Overview
Objectives
The Compensation Committees primary objectives in designing our executive compensation program are
to (i) provide competitive incentive rewards for the achievement of specific annual goals by Terra;
(ii) minimize fixed costs during cyclical downturns; and (iii) provide incentives to manage our
North American and United Kingdom asset base as well as new investments to earn returns in excess
of our cost of capital over the long term.
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Elements of Compensation
Our compensation program is comprised of three primary components:
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Base Salary:
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Base salaries are targeted at the low
end of the market range in order to
maintain low fixed cash costs during
cyclical downturns. |
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Annual Incentives:
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Annual incentives are paid in cash and
provide the opportunity during periods
of average and cyclically robust
performance for management to earn
competitive total cash compensation
through a combination of salary and
annual incentive payments. |
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Long-Term Incentives:
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Long-term incentives are paid in
restricted shares and performance shares
in order to align the interests of our
executive officers with those of our
stockholders. While a portion is
subject to time-based vesting in order
to promote retention, for our most
senior officers, a significant portion
is comprised of performance share grants
that will not vest unless Terra meets
specified performance goals and will
vest at above-target levels in the case
of superior company performance. In
particular, the vesting criteria for the
performance share grants has significant
upside potential tied to the ability of
our senior officers to successfully
manage our existing asset base and
invest in new assets to generate returns
in excess of the cost of capital.
Together with base salary and annual
cash incentive awards, long-term
incentive awards are intended to provide
the opportunity for our executive
officers to achieve total compensation
at approximately the 50th percentile of
companies in our survey comparison group
if target levels of performance are met. |
The Compensation Committees approach to executive compensation is to review all three elements of
compensation together, rather than considering each element separately, and to benchmark total
compensation levels against a survey comparison group of approximately 400 companies, as described
in the next paragraph. On a total compensation basis, the combination of base salaries, annual
cash incentive awards and long-term incentives should provide our executive officers with
above-average compensation for above-average individual and company performance and below-average
compensation for below-average performance.
Role of Peer Groups and Competitive Benchmarking
In implementing our compensation program, our Compensation Committee has reviewed studies conducted
by its compensation consultant, Towers Perrin, which compare our compensation to that of companies
that are similar to us in revenue, market capitalization or industry profile. For 2008, the survey
comparison group, which included approximately 400 companies, was comprised of a combination of
general industry and chemical industry companies. Towers Perrin employed regression analysis
to normalize the data relative to Terras annual revenues to ensure comparability. Our Compensation
Committee also reviewed publicly available data on the compensation paid to the chief executive
officers, chief financial officers and chief legal officers of 24 companies in our industry or a
related industry, including most of the 13 companies included in the Performance Chart that appears
on page 25 of the Original Filing. However, the broader survey comparison group
serves as the Compensation Committees main source of executive compensation benchmarking. We
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believe that the broader group is appropriate in our case, because Terra has few direct U.S.
competitors,
and many of the companies in our industry peer group do not compete with us in executive
recruitment. In addition, we recruit executive talent from across a broad range of industries.
Internal Pay Equity
Our Compensation Committees approach to determining the compensation of Michael Bennett, our Chief
Executive Officer, is generally the same approach that is used to determine the compensation levels
of our other senior executives, with two principal exceptions.
First, the performance measure for Mr. Bennetts annual incentive award differs from those of our
other executive officers. The individual goals applicable to Mr. Bennett under our Annual
Incentive Plan are based on total company performance, whereas the individual goals of the
executives who report directly to Mr. Bennett are generally based on their particular areas of
responsibility. This distinction is intended to reflect Mr. Bennetts level of accountability and
influence with respect to overall company performance.
Additionally, in the case of long-term incentive awards, which are comprised of a combination of
time-based restricted stock and performance share awards, two-thirds of Mr. Bennetts awards are
comprised of performance shares, whereas half of the other senior executives awards are comprised
of performance shares. The Compensation Committee believes that Mr. Bennett has a greater ability
to influence company performance, and, therefore, his awards should have more upside and downside
potential than awards granted to our other executive officers.
III. Role of Our Compensation Consultant
In 2005, our Compensation Committee selected and retained Towers Perrin to serve as its independent
compensation consultant. Towers Perrin advises and consults with the Chairman of our Compensation
Committee in connection with our compensation programs and has particularly focused on long-term
incentive compensation, stock ownership guidelines and executive severance and change in control
arrangements. While Towers Perrin advises our Compensation Committee in making its decisions,
including by providing our Compensation Committee with information about current market practices,
our Compensation Committee retains ultimate authority to make all final determinations. Our Vice
President, Investor Relations and Human Resources, Joe Ewing, often provides Towers Perrin with the
necessary data and background information that it needs in order to prepare materials requested by
the Compensation Committee.
At the request of our Compensation Committee, Towers Perrin also assisted us in preparing the
executive compensation disclosure in this report and in our 2008 proxy statement by
reviewing the Compensation Discussion and Analysis and, based on data we provided, assisting in the
preparation of the tables.
IV. 2008 Executive Compensation Program
Our Compensation Committee developed a 2008 executive compensation program that provided for the
following:
11
A. Base Salaries
For 2008, our executive officers received base salaries at approximately the 25th percentile of the
survey comparison group of companies. The Compensation Committee determined that base salaries
should be targeted around that level in order to control fixed costs in light of the volatile
nature of the nitrogen products industry. The Summary Compensation Table below details the annual
base salaries paid in 2008 to each of our named executive officers.
In February 2008, Mr. Bennett proposed increases to the base salaries of our named executive
officers, based on his evaluation of each of our named executive officers performance. The
Compensation Committee considered the proposed salary increases for our named executive officers
and determined that salary increases were appropriate in order to maintain base salaries at the
25th percentile level. The Compensation Committee also took into account the individual
performance of each of the named executive officers when determining the amount of salary increase
to award.
|
|
|
|
|
|
|
|
|
Executive |
|
2007 Base Salary |
|
2008 Base Salary |
Bennett |
|
$ |
550,000 |
|
|
$ |
600,000 |
|
Greenwell |
|
$ |
300,000 |
|
|
$ |
330,000 |
|
Giesler |
|
$ |
232,000 |
|
|
$ |
240,000 |
|
Sanders |
|
$ |
220,000 |
|
|
$ |
242,000 |
|
Huey |
|
$ |
275,000 |
|
|
$ |
285,000 |
|
B. Annual Incentive Compensation
The cash incentive awards to be paid to our executive officers are allocated from an overall pool
of available funds that is established by our Compensation Committee during the first quarter of
each year based on the aggregate value of the potential awards payable to all participants in our
Annual Incentive Plan. Payout levels under the Annual Incentive Plan are determined based on a
combination of individual performance against individual goals and our achievement of return on
capital employed (ROCE) targets, as described below. Prior to 2008, payout levels under the
Annual Incentive Plan were based on the achievement of net income targets. The Compensation
Committee decided in 2008 to switch to ROCE targets because ROCE is a better indicator of the
operating and investment decisions of management and requires management to be disciplined in the
use of Terras capital, and also to create consistency between the Annual Incentive Plan and the
long-term incentive programs.
Mr. Bennett prepared a proposal for his own individual performance goals that was reviewed,
modified and approved by the Compensation Committee in the first quarter of 2008. In addition,
during the first quarter of 2008, each other executive officer worked with Mr. Bennett to establish
individual performance goals for 2008, which focused on the executives corresponding function,
department or business unit and which tracked Mr. Bennetts own individual goals from an overall
corporate perspective. At the same time, during the first quarter of 2008, the Compensation
Committee approved the 2008 target annual incentive awards for each of our executive officers.
The 2008 individual performance
goals for each of our named executive officers included the achievement of budgeted net
income of $334 million for 2008.
Mr.
Bennetts individual goals
for 2008 also included development and implementation of strategies to deal with
enhancing organizational capabilities, pursuit of feedstock diversification
opportunities, and growth and development of the Terra Environmental Technologies business.
Mr.
Greenwells individual
goals for 2008 also included development and implementation of a strategy to
deal with Terras cash balances, identification of feedstock diversification
opportunities, and implementation of a tax restructuring plan.
Mr.
Gieslers individual
goals for 2008 also included development and implementation of strategies for the
successful expansion and restart of existing facilities, optimization of production
mix to maximize available margin and least cost distribution, and organizational
planning objectives relating to supply chain and natural gas procurement.
Mr.
Sanders individual
goals for 2008 also included exceeding 2008 budgeted plant production statistics
and achieving budgeted fixed operating costs, managing capital expenditures within
budget, reduction in the number and severity of accidents, and reduction in environmental
reportable incidents.
Mr.
Hueys individual
goals for 2008 also included management and control of department and outside
legal expenses while supporting the goals and objectives of management, full and
timely compliance with all SEC reporting requirements, and completion of final
aspects of the UK joint venture.
While funding of the incentive pool for 2008 was dependent on 2008 ROCE, performance by each
executive officer against the corresponding individual performance goals based on recommendations
by Mr. Bennett was used by the Compensation Committee to determine the executives actual award.
In its exercise of discretion to determine individual awards under our Annual Incentive Plan, our
Compensation Committee applied negative discretion to adjust the amount of certain individual
awards
downward. In a
12
similar manner, the Board of Directors evaluates Mr. Bennetts performance at the
end of each year and determines the extent to which he has met his performance goals and sets his
actual bonus.
The following table, which sets forth the target and actual annual incentive award for each of our
named executive officers under our 2005, 2006, 2007 and 2008 Annual Incentive Plans, reflects how
the cyclical nature of our business affected our Annual Incentive Plan payouts. Our performance
for 2007 and 2008 was robust while our performance for 2005 and 2006 was below target.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target |
|
Actual |
|
Target |
|
Actual |
|
Target |
|
Actual |
|
|
|
|
|
|
2005 |
|
2005 |
|
2006 |
|
2006 |
|
2007 |
|
2007 |
|
Target 2008 |
|
Actual 2008 |
|
|
Annual |
|
Annual |
|
Annual |
|
Annual |
|
Annual |
|
Annual |
|
Annual |
|
Annual |
Executive |
|
Incentives |
|
Incentives |
|
Incentives |
|
Incentives |
|
Incentives |
|
Incentives |
|
Incentives |
|
Incentives |
Bennett |
|
$ |
315,000 |
|
|
$ |
200,000 |
|
|
$ |
575,000 |
|
|
$ |
0 |
|
|
$ |
825,000 |
|
|
$ |
1,468,500 |
|
|
$ |
900,000 |
|
|
$ |
1,710,000 |
|
Greenwell |
|
$ |
78,750 |
|
|
$ |
52,000 |
|
|
$ |
116,000 |
|
|
$ |
0 |
|
|
$ |
150,000 |
|
|
$ |
300,000 |
|
|
$ |
198,000 |
|
|
$ |
396,000 |
|
Giesler |
|
$ |
86,000 |
|
|
$ |
54,000 |
|
|
$ |
134,400 |
|
|
$ |
0 |
|
|
$ |
139,200 |
|
|
$ |
230,000 |
|
|
$ |
144,000 |
|
|
$ |
275,000 |
|
Sanders |
|
$ |
64,750 |
|
|
$ |
50,000 |
|
|
$ |
98,500 |
|
|
$ |
0 |
|
|
$ |
132,000 |
|
|
$ |
245,000 |
|
|
$ |
145,200 |
|
|
$ |
290,000 |
|
Huey |
|
|
N/A |
|
|
|
N/A |
|
|
$ |
132,500 |
(1) |
|
$ |
0 |
|
|
$ |
137,500 |
|
|
$ |
265,000 |
|
|
$ |
142,500 |
|
|
$ |
275,000 |
|
|
|
|
(1) |
|
Mr. Hueys 2006 target incentive amount was prorated to reflect that he was
hired on October 25, 2006. |
The target individual award to each of the executive officers under the Annual Incentive Plan is
determined as a percentage of the executive officers base salary. The target awards to each of
our named executive officers pursuant to the 2008 Annual Incentive Plan were 150% for Mr. Bennett,
60% for each of Messrs. Greenwell, Giesler and Sanders and 50% for Mr. Huey. These target awards
were chosen to allow our executive officers to achieve total compensation at approximately the 50th
percentile if target levels of performance are met, and are identical to the target awards for our
named executive officers under the 2007 Annual Incentive Plan.
The Annual Incentive Plan covers our officers and certain other key employees. The size of the
pool is determined based on the aggregation of the individual target awards and is funded based on
our achievement of ROCE. The funding of the pool for the 2008 Annual Incentive Plan was determined
based on the following performance measures:
|
|
|
If Terras 2008 ROCE was less than 7%, the incentive pool would not have been
funded. |
|
|
|
|
If Terras 2008 ROCE was equal to 7%, 50% of the target annual incentive pool
would have been funded. |
|
|
|
|
For each 0.06% by which Terras 2008 ROCE was greater than 7%, an additional 1%
of the target annual incentive pool would have been funded. |
Under this formula, if Terra had achieved a 2008 ROCE of 10%, the incentive pool would have been
funded at 100% of the target amount, and with a 2008 ROCE of 16%, the incentive pool would have
been funded at the maximum level of 200% of the target amount. The actual 2008 ROCE was greater
than 16%, resulting in the funding of the incentive pool with a total amount of $5,758,725, equal
to the maximum level.
The Compensation Committee selected achievement of 10% ROCE as the target for 100% funding of the
incentive pool for 2008, because that level of ROCE, according to outside studies performed by
investment bankers at the request of our Chief Financial Officer, was approximately equal to our
cost of capital for 2008.
13
The Compensation Committees approach in determining ROCE for purposes of the Annual Incentive Plan
is that while annual incentive compensation levels for our executive officers should reflect
operating costs incurred during the relevant year, decisions made by the Board of Directors about
Terras capital structure should neither increase nor decrease executive compensation levels. This
approach was reflected in the calculation of 2008 ROCE, which excluded all income and gains
unrelated to the operations and operating assets of Terra and included all losses and expenses
related to operations and operating assets of Terra.
While achievement of a threshold amount of ROCE is required in order for the incentive pool to be
funded, the Compensation Committee retains discretion to make funds available for annual incentive
awards outside of the Annual Incentive Plan to reward exceptional individual performance even if
threshold performance measures are not met.
C. Long-Term Incentives
In accordance with our philosophy of tying long-term incentive awards to company performance, the
Compensation Committee has designed our long-term incentive program to accomplish the following
objectives: (1) reward achievement of ROCE targets on a cumulative basis over a three-year period;
(2) provide more substantial incentives for achieving returns above the cost of capital; (3) assist
with attraction and retention of executives; and (4) align management incentives with shareholder
interests through the use of equity awards. To these ends, our long-term incentive compensation is
comprised of a combination of performance share awards, which only vest upon achievement of
performance goals relating to our ROCE, and restricted shares, which vest based on continued
employment.
Each year, the Compensation Committee sets an annual target award for each executive officer who
participates in our long-term incentive plan. For 2008, in the case of executive officers other
than Mr. Bennett, target grants were 130% of annual base salary. Mr. Bennetts target grant was
set at 300% of his annual base salary. The Compensation Committee determined that these target
levels were appropriate for 2008 based on market data with respect to the comparison group of
companies and the objective of setting long-term compensation to allow our executive officers to
achieve total compensation at approximately the 50th percentile if target levels of performance are
met. The target value of the long-term incentive awards for 2008 for each of the named executive
officers (expressed as a percentage of base salary) is set forth
under Long-Term Incentive Awards beginning on page 29.
The Compensation Committee determined that in the case of executive officers other than
Mr. Bennett, 50% of the value of the 2008 long-term incentive grant should be subject to time-based
vesting criteria to assist in executive retention, while the remaining 50% should be subject to
performance-based vesting criteria. As previously noted, Mr. Bennett received one-third of his
grant in restricted shares and two-thirds in performance share grants. The performance share
grants for 2008 were approved by the Compensation Committee on February 13, 2008 and were made on
February 22, 2008, and the restricted share grants for 2008 were approved by the Compensation
Committee on July 15, 2008 and were made on July 16, 2008.
In accordance with applicable
disclosure rules, the Summary Compensation Table on page 24 reflects the amounts we recognized as an accounting expense pursuant to FAS 123R for 2008 in
connection with awards granted in 2008 and in prior years. These values were not, however,
considered by us or the Compensation Committee when determining the long-term incentive award
grants. Instead, the Compensation Committee considered the fair market value of the shares on the
grant date and, in the case
14
of performance share awards, the value of potential payouts based on achievement of the performance
targets described below. The full grant date values (determined in accordance with FAS 123R) are
set forth in the Grants of Plan-Based Awards in 2008 Table on page 27, and the fair market value of
these awards, based on our stock price of $16.67 per share as of December 31, 2008, is set forth in
the Outstanding Equity Awards at 2008 Fiscal Year-End Table on page 33.
2008 Performance Share Awards
For purposes of the 2008 performance share grants, the number of shares to be issued will depend on
Terras annualized average ROCE over the three-year performance period ending on December 31, 2010.
We use ROCE as the performance metric because ROCE is a critical indicator of good operating and
investment decisions by management, is an important measurement for judging success of Terras
strategic initiatives, and is a critical metric for investors.
The following table illustrates target and actual achievement of ROCE as of December 31, 2008, with
respect to the 2006-2008, 2007-2009 and 2008-2010 performance periods.
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level of Payout for |
|
|
|
|
|
|
Actual |
|
Actual Average |
|
Performance Share |
Performance |
|
Target |
|
Achievement of |
|
Annual ROCE (as |
|
Awards (as a % of |
Period |
|
ROCE |
|
ROCE (by year) |
|
of 12/31/08) |
|
target) |
|
|
|
|
|
|
|
2006 |
|
|
|
4.303 |
% |
|
|
|
|
|
|
|
|
2006-2008 |
|
|
9 |
% |
|
|
2007 |
|
|
|
29.560 |
% |
|
|
34.306 |
% |
|
200% |
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
73.186 |
% |
|
|
|
|
|
|
|
|
2007-2009 |
|
|
9 |
% |
|
|
2007 |
|
|
|
29.560 |
% |
|
|
51.373 |
% |
|
To be determined |
|
|
2008 |
|
|
|
73.186 |
% |
|
|
after 12/31/09 |
2008-2010 |
|
|
10 |
% |
|
|
2008 |
|
|
|
73.1863 |
% |
|
|
73.186 |
% |
|
To be determined after 12/31/10 |
The performance share grant payouts for the 2008 grant cycle (with a performance period ending in
2010) will be determined based on the following measures:
|
|
|
If Terras annualized average ROCE for the period is less than 5%, no shares
will be delivered. |
|
|
|
|
If Terras annualized average ROCE for the period is between 5% and 10%, 1% of
the target number of shares will be delivered for each 0.05% by which annualized
average ROCE
exceeds 5%. Thus, if annualized average ROCE is equal to 10%, 100% of the target number
of shares will be delivered. |
15
|
|
|
If Terras annualized average ROCE for the period exceeds 10%, an additional 1%
of the target number of shares will be delivered for each 0.025% by which annualized
average ROCE exceeds 10%, up to a maximum of 200% of the target number of shares. |
Annualized average ROCE of 10% over a cumulative three year period was determined by the
Compensation Committee to be an appropriate goal, as outside studies performed by investment
bankers indicated that it is approximately equal to our cost of capital. As noted above in the
description of the Annual Incentive Plan, the Compensation Committee believes that while long-term
performance awards to our executive officers should reflect operating costs incurred during the
relevant performance period, decisions made by the Board of Directors about Terras capital
structure should not affect executive compensation levels.
Achievement of ROCE is the performance goal that determines both the funding of the 2008 Annual
Incentive Plan bonus pool and payout of the 2008 performance share awards. In selecting
performance metrics for both arrangements, the Compensation Committee considered the objectives of
each type of arrangement and set threshold, target and maximum levels for both arrangements
accordingly. While achievement of 10% ROCE was determined to be the appropriate target level under
both arrangements, the Compensation Committee determined that unlike the Annual Incentive Plan,
which provides no awards to any participants if the performance for the year is below the level
that would fund the target incentive pool at 50%, participants who hold performance shares may earn
as few as 1% of the target number of shares for performance that is at the threshold level over the
three-year term of the performance period. This approach is intended to ensure that poor
performance during an early part of the performance period will not discourage participants by
causing the performance measurements to be impossible to achieve but allows participants to earn
some portion of the performance shares if performance in the later part of the performance period
has improved. In addition, while achievement of ROCE under the Annual Incentive Plan provides for
a straight-line increase in the percentage at which the bonus pool is funded, the performance
share awards provide for a two tiered approach, pursuant to which achievement of ROCE above the
target level results in a greater increase in the total percentage of shares awarded. The
Compensation Committee determined that this distinction was appropriate in order to provide
additional incentives to encourage our officers to excel in creating long-term value for our
shareholders.
Performance share grants vest at the end of a three-year performance period, based on achievement
of performance goals and assuming that the participant remains employed by Terra. Upon vesting of
a performance share grant, the holder is entitled to receive a number of shares ranging from 0% to
200% of the target number of shares subject to the award, based on achievement of ROCE. Individual
performance does not play a part in determining the level of vesting. Except in the case of death,
total disability or other special circumstances identified by the Compensation Committee, the
performance share grants will be forfeited if employment terminates for any reason prior to
vesting, except that in the event of a change in control of Terra, vesting of the performance share
awards will immediately accelerate and the holder will be entitled to the greater of the target
number of shares subject to the award and a number based on actual company performance prior to the
change in control. In the event of termination of employment due to death, the holder will become
entitled to a number of performance shares based on actual performance prior to death. In the
event of termination of employment due to
total disability, performance shares will continue to vest following termination based on
achievement of performance goals.
16
2008 Restricted Share Awards
The restricted shares are subject to cliff vesting with 100% of the award vesting on the third
anniversary of the grant date, assuming that the participant remains employed by Terra at such
time. Except in the case of death, total disability or termination of employment without cause or
for good reason (both as defined in the award agreement) following a change in control of Terra or
in other special circumstances identified by the Compensation Committee, the restricted shares will
be forfeited if employment terminates for any reason prior to vesting. In the event of termination
of employment due to death or total disability, the vesting of restricted shares will accelerate in
full. Grants of restricted shares made prior to 2008 will vest in full automatically upon a change
in control of Terra. In 2008, the Compensation Committee considered the issue of vesting of
restricted shares upon a change in control and determined that automatic vesting upon a change in
control might not be in the shareholders best interests, and that full vesting of the restricted
shares upon certain terminations following a change in control of Terra would provide more
retention value while still providing appropriate protection to the holder of the restricted
shares. As a result, the Compensation Committee decided that, following a change in control of
Terra, the vesting of restricted shares granted in 2008 and later years shall only accelerate if
the holder is terminated without cause or for good reason.
Changes to Incentive Compensation Programs for 2009
For past grants under the Annual Incentive Plan and the long-term incentive program, cash has been
excluded from the calculation of ROCE. ROCE is defined as average annual income from operations
reduced by 35% for normal income tax expense divided by average capital employed. Average capital
employed was previously defined to mean common and preferred stockholders equity plus short and
long-term debt, deferred income taxes and minority interest, less cash. In February 2009, the
Compensation Committee examined different scenarios for how the inclusion or exclusion of cash in
the denominator of ROCE would impact managements decisions and affect the level of net income
required to generate the target levels of ROCE under the Annual Incentive Plan and long-term
incentive program.
After careful review, the Compensation Committee concluded that the inclusion of cash in the ROCE
calculation would create additional incentives for management to use and invest cash wisely to
generate additional growth and income. Therefore, for awards made in 2009 pursuant to both the
Annual Incentive Plan and the performance-based portion of the long-term incentive program, the
Compensation Committee has determined that the formula to determine ROCE will include cash.
As the Compensation Committee noted during its study, the change to the ROCE formula will cause the
amount of net income that will be required in order for the executive officers to reach their
maximum payout levels pursuant to the awards to be almost twice the amount of net income that would
be required if cash was excluded from the calculation of ROCE. This change represents a
significant increase in the level of performance required to generate payments under both the
Annual Incentive Plan and the long-term incentive program.
In addition to adding cash into the calculation of ROCE, the Compensation Committee selected
performance targets for the 2009 Annual Incentive Plan and the 2009 performance share grants that
are
higher than the levels for previous grants. The funding of the pool for the 2009 Annual Incentive
Plan will be determined based on the following performance measures:
|
|
|
If Terras 2009 ROCE is less than 9%, the incentive pool will not be funded. |
17
|
|
|
If Terras 2009 ROCE is equal to 9%, 50% of the target annual incentive pool will be
funded. |
|
|
|
|
For each 0.07% by which Terras 2009 ROCE is greater than 9%, an additional 1% of
the target annual incentive pool will be funded. |
Under this formula, if Terra achieves 2009 ROCE of 12.5%, the incentive pool will be funded at 100%
of the target amount, and with 2009 ROCE of 19.5%, the incentive pool will be funded at the maximum
level of 200% of the target amount.
The performance share grant payouts for the 2009-2011 grant cycle (with a performance period ending
in 2011) will be determined based on the following measures:
|
|
|
If Terras annualized average ROCE for the period is less than 7.5%, no shares will
be delivered. |
|
|
|
|
If Terras annualized average ROCE for the period is between 7.5% and 12.5%, 1% of
the target number of shares will be delivered for each 0.05% by which annualized
average ROCE exceeds 7.5%. Thus, if annualized average ROCE is equal to 12.5%, 100% of
the target number of shares will be delivered. |
|
|
|
|
If Terras annualized average ROCE for the period exceeds 12.5%, an additional 1% of
the target number of shares will be delivered for each 0.025% by which annualized
average ROCE exceeds 12.5%, up to a maximum of 200% of the target number of shares for
an annualized average ROCE of 15% or higher. |
The Compensation Committee selected the target of 12.5% ROCE for both the 2009 Annual Incentive
Plan and the 2009 performance share grants because annualized average ROCE of 12.5% over a
cumulative three-year period is approximately equal to our cost of capital, as indicated in outside
studies performed by investment bankers.
The Compensation Committee also determined that, unlike prior grants of performance shares, the
2009 performance shares grants should not vest automatically upon a change in control. Instead, for
the 2009 performance share grants and grants in future years, following a change in control of
Terra, the number of shares that each holder will be entitled to receive will become fixed as of
the date of the change of control at the greater of the target number of shares subject to the
award and a number based on actual company performance prior to the change in control. Each holder
of the performance shares will receive such performance shares on the earlier of the date that such
award would otherwise vest or the date that such holder is terminated without cause or for good
reason (both as defined in the performance share award agreement).
D. Severance
Prior to 2006, we were a party to executive retention agreements with our senior executives that
provided for payments and benefits in the event of a termination of employment following a change
in control, but no executives were covered by employment agreements or other severance arrangements
that established the level of payments and benefits to be provided in connection with a termination
that was not related to a change in control. During this period, executive severance was generally
determined through individual negotiations, which often led to a variety of inconsistent results.
In 2006, the Compensation Committee
18
decided that a standard form of severance agreement covering
non-change in control severance was needed to promote additional stability, ensure equitable
treatment and avoid the need for individual negotiations. At the same time, the Compensation
Committee decided to review its change in control severance practices. In connection with the
Compensation Committees review of our severance practices, Towers Perrin provided the Compensation
Committee with information about severance benefits that are generally provided in the event of an
involuntary termination of a senior executives employment, both in the change in control and
non-change in control contexts.
Based on the Compensation Committees review, on October 5, 2006, we entered into employment
severance agreements with each individual who was an executive officer of Terra at that time. In
addition, we entered into an employment severance agreement with Mr. Huey in October 2006 when he
became an executive officer.
All employment severance agreements with our executive officers are identical except that Mr.
Bennetts agreement provides for an initial term of five years rather than three, and the approval
of three-quarters of our Board is required in order to terminate Mr. Bennett for cause. Our
Compensation Committee considered these distinctions appropriate in order to reflect Mr. Bennetts
unique role within our company. For a thorough description of the material terms of the agreements
with each of our named executive officers, see Employment
Severance Agreements beginning on page 28. For a description and quantification of the payments and benefits
that may be provided to the named executive officers under these agreements, see Post-Employment
Payments beginning on page 40.
The Compensation Committee selected the severance multiples and levels of benefits based on
information that Towers Perrin provided in 2006 regarding current market practices relating to
executive severance. Annually, the Compensation Committee considers and may extend the term of the
agreements by one year. Should the Compensation Committee decide not to extend their terms, the
agreements will expire one year thereafter.
In July 2008, the Compensation Committee reviewed the key terms of the employment severance
agreements with our executives and the potential impact of the agreements upon a change in control
of Terra, including information provided by Towers Perrin regarding the potential amounts of excise
tax gross-ups that would be payable under different stock price scenarios. The Compensation
Committee decided to extend the terms of the agreements (other than Mr. Bennetts agreement, which
expires in 2011) by one year from the originally scheduled expiration date of October 2009, without
changes to the key terms of the agreements other than the addition of the willful breach of the
Companys code of conduct and failure to comply with government investigations to the definition of
cause.
E. Defined Benefit Pension Plans
We do not offer defined benefit pension plans to our employees who were hired on or after July 1,
2003. We do, however, maintain the Terra Industries Inc. Employees Retirement Plan, which is a
tax-qualified defined benefit pension plan maintained for the benefit of all U.S. employees hired
before July 1, 2003 (which includes each of our named executive officers, other than Messrs.
Greenwell or Huey).
On January 1, 1992, we adopted a supplemental executive retirement plan (the SERP). The
Compensation Committee and the Board of Directors established the SERP so that certain management
and highly compensated employees would not be ineligible for the benefits that would have been
provided to them under our tax-qualified defined benefit pension plan but for the limits imposed by
the
19
Internal Revenue Code and the Employee Retirement Income Security Act. The SERP is an unfunded
plan. Participants in the SERP have the status of unsecured creditors of Terra. As of
December 31, 2008, the only named executive officers who had accrued benefits under the SERP were
Messrs. Bennett, Giesler and Sanders.
For a description of the benefits accrued by each of our named executive officers under our defined
benefit pension plans as of December 31, 2008, see the Pension Benefits in Fiscal
Year 2008 Table on page 36.
F. Defined Contribution Plans
We maintain a 401(k) plan, which is a tax-qualified defined contribution plan maintained for the
benefit of all U.S. employees, including our named executive officers. The 401(k) plan permits
employees to contribute a portion of their pay to the plan on a pre-tax basis. We also provide for
a company matching contribution as well as a direct company contribution in the case of employees
who are not eligible to participate in the Terra Industries Inc. Employees Retirement Plan. The
amount of our 2008 contribution to the 401(k) on behalf of each of our named executive officers is
set forth in the explanation of the All Other Compensation column of the Summary Compensation
Table.
We established a nonqualified Supplemental Deferred Compensation Plan on December 20, 1993. Due to
the substantial restrictions imposed by Section 409A of the Internal Revenue Code, on December 31,
2004, we froze the plan with respect to future deferrals. In general, the plan allowed
participants to defer certain portions of annual base salary and annual incentive awards and to
determine how to invest amounts deferred pursuant to the plan. The plan is unfunded. Participants
in the plan have the status of unsecured creditors of Terra. As of December 31, 2008, the only
named executive officers with an outstanding balance in the plan were Messrs. Giesler and Sanders.
G. Employee Welfare and Fringe Benefit Plans
Our named executive officers are eligible to participate in our welfare and fringe benefit plans on
the same basis as all of our other full-time employees. These benefits include our medical, dental
and vision plans, life insurance, short-term and long-term disability plans, business travel
accident insurance, tuition reimbursement, healthcare spending accounts, and dependent care
spending accounts. In addition, due to limitations on the level of base salary covered by our
primary long-term disability policy and in order to provide executive officers with long-term
disability coverage equal to 60% of base salary (which is the rate of coverage provided to all U.S.
employees), we maintain supplemental long-term disability policies.
H. Perquisites
The named executive officers are provided company-paid memberships in a local country club of their
choice. We cover any costs associated with this perquisite, including taxes. This perquisite is
provided in order to allow the executives to entertain business associates of Terra, such as
partners in joint ventures, customers and suppliers. The named executive officers are also
permitted to use the club amenities for personal and family activities.
20
V. Other Matters
A. Stock Ownership/Retention Guidelines
The Compensation Committee reviewed market data assembled by Towers Perrin to arrive at a
recommendation with respect to stock ownership by our executive officers. The purpose of the
guidelines is to encourage our executive officers to own and retain shares of our stock, thereby
aligning their interests with those of our other stockholders. Although these guidelines are not
mandatory, executive officers are strongly encouraged to follow them. However, special
circumstances may require an executive officer to depart from the guidelines on occasion. Current
ownership guidelines are as follows:
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Chief Executive Officer
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4 times annual base salary |
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Senior Vice Presidents
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3 times annual base salary |
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Vice Presidents
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1 times annual base salary |
Fifty percent of unvested restricted shares will count toward the ownership guidelines prior to
vesting. After satisfying the ownership guidelines described above, the executive officers are
asked to hold an additional 50% of any shares awarded to them under our long-term incentive
programs (including restricted shares and performance share grants) for a minimum of 12 months
following vesting.
As of December 31, 2008, Mr. Bennetts share ownership exceeded 9 times his annual base salary.
The other named executive officers, with the exception of Mr. Greenwell, also exceeded their
respective guideline multiples as of December 31, 2008. Mr. Greenwells share ownership was
approximately 2.42 times his annual base salary as of December 31, 2008 due to the recent decline
in the price of our stock.
In October 2007, our Board of Directors implemented share ownership guidelines
of 20,000 shares for all non-employee directors except the Chairman, which guideline is
30,000 shares. All newly elected directors are to be allowed a five-year period from election to
satisfy the new guidelines.
B. Indemnity Agreements
Terras charter and bylaws provide indemnification for its officers and directors to the maximum
extent permitted by law. In general, we will pay the costs of legal defense, settlements or
judgments on behalf of the officer or director relating to actions taken in the course of
employment or service with Terra, as long as conduct meets applicable standards. We have entered
into Indemnity Agreements with the executive officers and directors, including the named executive
officers. The agreements provide the maximum indemnity available under Maryland General Corporate
Law, which is substantially the same as that provided under our charter and bylaws, and provide for
certain procedural requirements in order
to obtain indemnification, the timing of required determinations, indemnification payments,
advancement of expenses, and the rights of officers and directors in the event that we fail to
provide indemnification or to advance expenses.
C. Role of Executive Officers in Determining Compensation
Executive officers who are directly involved in administering the executive compensation program
include Mr. Bennett and Mr. Ewing, who is our Vice President, Investor Relations and Human
Resources. Mr. Bennett is excluded from discussions and decisions regarding his own compensation.
Mr. Ewing manages the administrative aspects of the Compensation Committees relationship with
Towers Perrin, as
21
well as the calculation and presentation to the Compensation Committee of
proposed executive annual salaries, annual incentive awards, and long-term incentive awards.
Mr. Ewing corresponds frequently with Mr. Fraser, the Chairman of our Compensation Committee.
Mr. Ewing communicates frequently with Mr. Bennett in all matters relating to executive
compensation, other than those matters that relate to Mr. Bennetts own compensation. Mr. Ewing
also occasionally relies on Mr. Greenwell, our Senior Vice President and Chief Financial Officer,
to calculate and review Terras ROCE, which is the relevant performance measure under our Annual
Incentive Plan and our long-term incentive program. Mr. Huey, Vice President, General Counsel and
Corporate Secretary, is engaged with respect to legal and SEC issues relating to executive
compensation, including reporting and disclosure issues.
Pursuant to its charter, the Compensation Committee is required to meet at least twice annually but
will meet more frequently to the extent necessary. In 2008, the Compensation Committee met three
times. Generally, executive officers who attend the meetings are Mr. Bennett, Mr. Ewing, and
Mr. Huey, who acts as secretary of the meeting. Mr. Bennett and Mr. Ewing present the
recommendations for any changes to compensation of our executive officers, except that no
recommendations are made with respect to Mr. Bennett. Mr. Bennett makes recommendations to the
Compensation Committee regarding the level of annual and long-term incentive awards for executive
officers other than himself and reviews the performance of such executive officers with regards to
payout levels of incentive awards, but the Compensation Committee makes the final determinations
regarding grants and payout levels of awards. Mr. Bennetts day-to-day knowledge of the
performance of the executives of Terra enables him to better evaluate the performance of the
executives. The Compensation Committee considers the recommendations of Mr. Bennett as well as
market data and the overall compensation objectives of Terra in making its determinations. Final
decisions regarding compensation for Mr. Bennett are made by the Compensation Committee in
executive session, excluding all members of management. Decisions regarding Mr. Bennett are then
communicated by Messrs. Slack and Fraser to Mr. Bennett and subsequently to Mr. Ewing. Mr. Ewing
is responsible for implementing all approved changes. Decisions regarding the other executive
officers are communicated by Mr. Bennett to Mr. Ewing.
D. Deductibility of Executive Compensation
As part of its role, the Compensation Committee reviews and considers the deductibility of
executive compensation under Section 162(m) of the Internal Revenue Code. Section 162(m) provides
that the Company may not deduct compensation of more than $1,000,000 paid in any year to the Chief
Executive Officer or any of the three other most highly compensated officers (excluding the Chief
Financial Officer), to the extent that such compensation is not performance-based as defined in
Section 162(m). To qualify as performance-based compensation, certain pre-established objective
performance goals and certain other conditions must be met. We have considered the potential
impact of Section 162(m) on
Terras compensation plans and have determined that it is consistent with Terras best interests
for the compensation of our executives to qualify for the deduction available under Section 162(m)
where possible. Therefore, we have designed certain of our plans and programs, including the 2008
Annual Incentive Plan and the 2008 performance share grants, as described above, to qualify for
deductibility under Section 162(m).
In 2008, the Internal Revenue Service released guidance impacting the deductibility pursuant to
Section 162(m) of certain bonuses or other programs if the bonus or program is referred to in the
severance formula of an employees employment agreement. We are considering the impact of this
guidance on our plans and programs and on the employment severance agreements described above, and,
upon their
22
renewal in October 2009, we may decide to revise the language contained in the
employment severance agreements to comply with this guidance.
Compensation Committee Report
We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on
such review and discussions, we recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in Terras Annual Report on Form 10-K and proxy statement
on Schedule 14A.
Members of the Compensation Committee
of the Board of Directors
Dod A. Fraser, Chairman
David E. Fisher
Peter S. Janson
Dennis McGlone
23
Executive Compensation
Summary Compensation Table
The following table summarizes the compensation of each of our named executive officers for the
fiscal year ended December 31, 2008. The named executive officers are our Chief Executive Officer,
Chief Financial Officer and three other most highly compensated executive officers ranked by their
total compensation in the table below.
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Change in |
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Pension Value |
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& Non- |
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qualified |
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Non-Equity |
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Deferred |
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|
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Stock |
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Option |
|
Incentive Plan |
|
Compensation |
|
All Other |
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Name & Principal |
|
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|
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|
|
Bonus |
|
Awards |
|
Awards |
|
Compensation |
|
Earnings |
|
Compensation |
|
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|
Position |
|
|
Year |
|
|
Salary ($) |
|
($)(1) |
|
($)(2) |
|
($)(2) |
|
($)(3) |
|
($)(4)(5) |
|
($)(6) |
|
|
Total ($) |
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M. Bennett, |
|
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2008 |
|
|
|
$ |
592,308 |
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|
$ |
|
|
|
$ |
2,879,126 |
|
|
$ |
|
|
|
$ |
1,710,000 |
|
|
$ |
184,533 |
|
|
$ |
25,028 |
|
|
|
$ |
5,390,994 |
|
President & CEO |
|
|
|
2007 |
|
|
|
$ |
540,385 |
|
|
$ |
|
|
|
$ |
2,770,201 |
|
|
$ |
|
|
|
$ |
1,468,500 |
|
|
$ |
96,713 |
|
|
$ |
24,166 |
|
|
|
$ |
4,899,965 |
|
|
|
|
|
2006 |
|
|
|
$ |
492,308 |
|
|
$ |
|
|
|
$ |
1,147,153 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
80,572 |
|
|
$ |
22,421 |
|
|
|
$ |
1,742,453 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Greenwell, |
|
|
|
2008 |
|
|
|
$ |
325,385 |
|
|
$ |
|
|
|
$ |
586,218 |
|
|
$ |
|
|
|
$ |
396,000 |
|
|
$ |
|
|
|
$ |
23,800 |
|
|
|
$ |
1,331,403 |
|
SVP & CFO (7) |
|
|
|
2007 |
|
|
|
$ |
268,404 |
|
|
$ |
1,250 |
|
|
$ |
377,773 |
|
|
$ |
|
|
|
$ |
298,750 |
|
|
$ |
|
|
|
$ |
35,285 |
|
|
|
$ |
981,462 |
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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J. Giesler, |
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2008 |
|
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|
$ |
238,769 |
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|
$ |
|
|
|
$ |
481,653 |
|
|
$ |
|
|
|
$ |
275,000 |
|
|
$ |
31,359 |
|
|
$ |
21,460 |
|
|
|
$ |
1,048,241 |
|
SVP Commercial Operations |
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|
|
2007 |
|
|
|
$ |
230,462 |
|
|
$ |
|
|
|
$ |
559,488 |
|
|
$ |
|
|
|
$ |
230,000 |
|
|
$ |
26,366 |
|
|
$ |
20,578 |
|
|
|
$ |
1,066,894 |
|
|
|
|
|
2006 |
|
|
|
$ |
222,615 |
|
|
$ |
|
|
|
$ |
295,988 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
31,718 |
|
|
$ |
24,248 |
|
|
|
$ |
574,570 |
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|
|
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|
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|
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|
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|
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|
|
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|
R. Sanders, Jr. |
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|
|
2008 |
|
|
|
$ |
238,615 |
|
|
$ |
|
|
|
$ |
450,186 |
|
|
$ |
|
|
|
$ |
290,000 |
|
|
$ |
28,185 |
|
|
$ |
23,066 |
|
|
|
$ |
1,030,053 |
|
VP Manufacturing |
|
|
|
2007 |
|
|
|
$ |
216,154 |
|
|
$ |
|
|
|
$ |
456,517 |
|
|
$ |
|
|
|
$ |
245,000 |
|
|
$ |
18,420 |
|
|
$ |
21,777 |
|
|
|
$ |
957,868 |
|
|
|
|
|
2006 |
|
|
|
$ |
197,692 |
|
|
$ |
|
|
|
$ |
233,094 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
20,077 |
|
|
$ |
23,540 |
|
|
|
$ |
474,403 |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
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|
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|
|
|
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|
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|
J. Huey
|
|
|
|
2008 |
|
|
|
$ |
283,462 |
|
|
$ |
|
|
|
$ |
407,612 |
|
|
$ |
|
|
|
$ |
275,000 |
|
|
$ |
|
|
|
$ |
21,403 |
|
|
|
$ |
987,476 |
|
VP, General Counsel |
|
|
|
2007 |
|
|
|
$ |
273,077 |
|
|
$ |
|
|
|
$ |
217,079 |
|
|
$ |
|
|
|
$ |
265,000 |
|
|
$ |
|
|
|
$ |
26,919 |
|
|
|
$ |
782,075 |
|
& Corporate Secretary (7) |
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
24
|
|
|
(1) |
|
Represents annual incentive plan payments in excess of the named executive officers maximum opportunity under the annual incentive plan. |
|
|
|
(2) |
|
Represents the compensation costs of equity grants for financial reporting purposes for the year under FAS 123R, rather than an amount paid to or realized by the
named executive officer. See Terras Original Filing for the assumptions made in determining FAS 123R values. The FAS 123R value as of the grant date for
equity grants is spread over the number of months of service required for the grant to become non-forfeitable. For additional information about stock-based grants
made in 2008, see the Grants of Plan-Based Awards table and accompanying footnotes and narrative. |
|
|
|
(3) |
|
Reflects the amount earned for 2008 performance under the annual incentive plan, up to the individuals maximum incentive opportunity. Amounts were earned in
2008 and paid in 2009, and 2007 amounts were earned in 2007 and paid in 2008. |
|
(4) |
|
In the case of each of our named executive officers other than Messrs. Greenwell and Huey, amounts shown are solely an estimate of the increase for 2008 in the
actuarial present value of the named executive officers age 65 accrued benefit under the Terra Industries Inc. Employees Retirement Plan (Retirement Plan) and, in
the case of Messrs. Bennett, Giesler and Sanders, under the Terra Industries Inc. Excess Benefit Plan (SERP). No amount is payable under these plans before a
participant attains age 55. |
|
|
(5) |
|
Assumptions used to calculate the actuarial present value of the accrued benefits of the named executive officers are further described under Pension Benefits
in Fiscal Year 2008 Table on page 36. The Change in Pension Value and Non-qualified Deferred Compensation Earnings Column also reports the amount of above market earnings
on compensation that is deferred outside of tax-qualified plans. No amount is reported with respect to earnings on deferred compensation plans because above market
rates are not permitted under the Supplemental Deferred Compensation Plan. |
|
|
|
(6) |
|
See All Other Compensation disclosure for details. |
|
(7) |
|
Messrs. Greenwell and Huey were not named executive officers in 2006. |
25
All Other Compensation Table
The following table describes each component of the All Other Compensation column in the Summary
Compensation Table.
|
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|
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|
|
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|
|
|
|
|
|
Registrant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Perquisites & |
|
Contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
to Defined |
|
|
|
|
|
Tax |
|
|
|
|
|
|
|
|
Personal |
|
Contribution |
|
Insurance |
|
Reimbursements |
|
|
|
|
|
Name |
|
|
Benefits(1) |
|
Plans(2) |
|
Premiums(3) |
|
(4) |
|
Other(5) |
|
|
Total |
|
|
|
|
|
|
|
M. Bennett,
President & CEO |
|
|
$ |
6,885 |
|
|
$ |
10,800 |
|
|
$ |
2,798 |
|
|
$ |
4,484 |
|
|
$ |
60 |
|
|
|
$ |
25,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Greenwell,
SVP & CFO |
|
|
$ |
6,885 |
|
|
$ |
11,118 |
|
|
$ |
496 |
|
|
$ |
5,241 |
|
|
$ |
60 |
|
|
|
$ |
23,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Giesler, SVP
Commercial
Operations |
|
|
$ |
5,773 |
|
|
$ |
11,230 |
|
|
$ |
521 |
|
|
$ |
3,876 |
|
|
$ |
60 |
|
|
|
$ |
21,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Sanders,
VP Manufacturing |
|
|
$ |
7,306 |
|
|
$ |
10,333 |
|
|
$ |
521 |
|
|
$ |
4,846 |
|
|
$ |
60 |
|
|
|
$ |
23,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Huey,
VP, General Counsel
& Corporate
Secretary |
|
|
$ |
4,685 |
|
|
$ |
10,975 |
|
|
$ |
1,849 |
|
|
$ |
3,833 |
|
|
$ |
60 |
|
|
|
$ |
21,403 |
|
|
|
|
(1) |
|
Amounts include only country club dues for each executive. |
|
(2) |
|
Includes company contributions to each executives 401(k) account. |
|
(3) |
|
Includes group life insurance premiums for coverage in excess of $50,000. |
|
(4) |
|
Includes tax gross-ups paid by Terra in 2008 on perquisites and other benefits from 2007. These gross-ups are based only on
taxes from company payment of country club dues for all of the named executive officers. |
|
(5) |
|
Value of gift card given to each named executive officer during 2008. |
26
Grants of Plan-Based Awards in 2008
The following table provides information on awards under the Annual Incentive Plan and restricted
share and performance share awards granted in 2008 to each of our named executive officers. The
amount of the performance share awards and restricted share awards that was expensed in 2008 is
shown in the Summary Compensation Table on page 24.
|
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|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
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|
|
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|
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|
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|
|
All Other |
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|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
All Other |
|
Option |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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|
|
|
|
Awards: |
|
Number |
|
|
Exercise |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts Under |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
of |
|
|
or Base |
|
|
|
|
|
|
Grant Date |
|
|
|
|
|
|
|
|
|
|
|
|
Type |
|
|
Non-Equity Incentive Plan |
|
|
Estimated Future Payouts Under |
|
|
of Shares |
|
Securities |
|
|
Price of |
|
Market |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
of |
|
|
Awards(4) |
|
|
Equity Incentive Plan Awards(5) |
|
|
of Stock |
|
Underlying |
|
|
Option |
|
Price on |
|
|
of Stock & |
|
|
|
Grant |
|
Date of |
|
|
Award |
|
|
Threshold |
|
Target |
|
Maximum |
|
|
Threshold |
|
Target |
|
Maximum |
|
|
or Units |
|
Options |
|
|
Awards |
|
Grant |
|
|
Option |
Name |
|
|
Date(1) |
|
Action(2) |
|
|
(3) |
|
|
($) |
|
($) |
|
($) |
|
|
(#) |
|
(#) |
|
(#) |
|
|
(#)(6) |
|
(#) |
|
|
($ / Sh) |
|
Date |
|
|
Awards(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M. Bennett, |
|
|
16-Jul-08 |
|
15-Jul-08 |
|
|
RS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,100 |
|
|
|
|
|
|
|
NA |
|
|
$ |
46.44 |
|
|
|
$ |
561,924 |
|
President & CEO
|
|
|
22-Feb-08 |
|
13-Feb-08 |
|
|
PS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,000 |
|
|
|
56,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
47.75 |
|
|
|
$ |
2,674,000 |
|
|
|
|
22-Feb-08 |
|
|
|
|
|
|
AI |
|
|
|
450,000 |
|
|
|
900,000 |
|
|
|
1,800,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NA |
|
D. Greenwell, |
|
|
16-Jul-08 |
|
15-Jul-08 |
|
|
RS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,300 |
|
|
|
|
|
|
|
NA |
|
|
$ |
46.44 |
|
|
|
$ |
199,692 |
|
SVP & CFO
|
|
|
22-Feb-08 |
|
13-Feb-08 |
|
|
PS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,900 |
|
|
|
9,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
47.75 |
|
|
|
$ |
467,950 |
|
|
|
|
22-Feb-08 |
|
|
|
|
|
|
AI |
|
|
|
99,000 |
|
|
|
198,000 |
|
|
|
396,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NA |
|
J. Giesler, |
|
|
16-Jul-08 |
|
15-Jul-08 |
|
|
RS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,200 |
|
|
|
|
|
|
|
NA |
|
|
$ |
46.44 |
|
|
|
$ |
148,608 |
|
SVP Commercial
Operations
|
|
|
22-Feb-08 |
|
13-Feb-08 |
|
|
PS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,600 |
|
|
|
7,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
47.75 |
|
|
|
$ |
343,800 |
|
|
|
22-Feb-08 |
|
|
|
|
|
|
AI |
|
|
|
72,000 |
|
|
|
144,000 |
|
|
|
288,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Sanders, |
|
|
16-Jul-08 |
|
15-Jul-08 |
|
|
RS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,200 |
|
|
|
|
|
|
|
NA |
|
|
$ |
46.44 |
|
|
|
$ |
148,608 |
|
VP Manufacturing
|
|
|
22-Feb-08 |
|
13-Feb-08 |
|
|
PS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,600 |
|
|
|
7,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
47.75 |
|
|
|
$ |
343,800 |
|
|
|
22-Feb-08 |
|
|
|
|
|
|
AI |
|
|
|
72,600 |
|
|
|
145,200 |
|
|
|
290,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NA |
|
J. Huey, |
|
|
16-Jul-08 |
|
15-Jul-08 |
|
|
RS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,700 |
|
|
|
|
|
|
|
NA |
|
|
$ |
46.44 |
|
|
|
$ |
171,828 |
|
VP, Gen. Counsel &
Corp. Secretary
|
|
|
22-Feb-08 |
|
13-Feb-08 |
|
|
PS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,300 |
|
|
|
8,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
47.75 |
|
|
|
$ |
410,650 |
|
|
|
22-Feb-08 |
|
|
|
|
|
|
AI |
|
|
|
71,250 |
|
|
|
142,500 |
|
|
|
285,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Reflects the date grants were actually made. |
|
(2) |
|
Reflects the date grants were approved by the Compensation Committee. |
|
(3) |
|
For purposes of this table, RS means a grant of Restricted Stock, PS means a grant of Performance Stock and AI means a grant under the Annual Incentive Plan. |
|
(4) |
|
Reflects grants made under Terras Annual Incentive Plan. Actual payouts under this plan are based on performance versus financial targets over the corresponding fiscal year and individual performance. Cash payouts are made after
completion of the one-year performance period. Threshold awards are 50% of target and maximum awards are 200% of target. |
|
(5) |
|
Reflects grants of performance shares made under Terras long-term incentive performance plan. Actual payouts under this plan are based on performance versus financial targets over a three-year period and depend on actual
performance versus targets over the performance period, except that in the event of a change in control, performance shares will be issued immediately at the higher of target or actual performance level for the quarters completed prior
to the change in control. Threshold award is zero shares, and maximum award is 200% of targeted shares. |
|
(6) |
|
Reflects grants of restricted shares that have time-based vesting, which vest 100% on the third anniversary of the grant date or immediately upon a change in control (except for 2008 grants, which vest 100% on the third anniversary
of the grant date or upon a change in control and subsequent qualifying termination). |
|
(7) |
|
Amounts reflect maximum payouts for the performance share grants and stock price on the date of grant. |
27
The following is a description of material factors necessary to understand the information
disclosed in the Summary Compensation Table and the Grants of Plan-Based Awards table. This
description is intended to supplement the information discussed in the Compensation Discussion and
Analysis.
Employment Severance Agreements
Background
On October 5, 2006, we entered into an employment severance agreement with each of our named
executive officers other than Mr. Huey, with whom we entered into an employment severance agreement
on October 25, 2006. The named executive officers were previously parties to executive retention
agreements with us, which provided for severance and other benefits in the event of a termination
of employment following a change in control. The new employment severance agreements supersede and
replace the executive retention agreements and provide for severance and other benefits in the
event of a termination of employment under circumstances that are both related to and unrelated to
a change in control.
Term
Each employment severance agreement has a three-year term, with the exception of the agreement with
Mr. Bennett, which has a five-year term. The term may be extended for additional one-year periods
in the sole discretion of the Board of Directors. The employment severance agreements may not be
terminated during the two-year period following a change in control of Terra without the
executives consent.
Severance and Post-Termination Benefits
The employment severance agreements provide that the executives will be entitled to certain
compensation and benefits upon a qualifying termination of employment. The extent and nature of
the compensation and benefits are identified and quantified in the disclosure entitled
Post-Employment Payments, which appears on page 40 of this report.
Excise Tax Gross-Up
The employment severance agreements provide that the executives will be entitled to a gross-up
payment to make the executives whole for any excise taxes imposed as a result of Section 280G of
the Internal Revenue Code. Entitlement to a gross-up payment is not contingent on an executives
termination of employment. The estimated amount of the excise tax gross-up for each named
executive officer is quantified in the disclosure entitled Post-Employment Payments, which
appears on page 40 of this
report.
Restrictive Covenants
The employment severance agreements contain restrictive covenants that apply following termination
of a named executive officers employment with Terra and are described in the disclosure entitled
Post-Employment Payments, which appears on page 40 of
this report.
28
Annual Incentive Compensation
2008 Officer and Key Employee Incentive Plan
We maintain an Annual Incentive Plan in which our officers and other key employees selected by Mr.
Bennett are entitled to participate. As described in the Compensation Discussion and Analysis, the
Annual Incentive Plan provides participants, including the named executive officers, the
opportunity to earn annual cash incentive awards based upon the achievement of certain performance
goals. Awards are paid from a pool established by the Compensation Committee. Funding of the pool
for 2008 was based on performance targets relating to return on capital employed. A description of
performance target levels and corresponding funding levels is set forth in the Compensation
Discussion and Analysis.
Each named executive officers threshold, target and maximum incentive award amounts are disclosed
in the Grants of Plan-Based Awards table. Annual incentive payments may not be increased to an
amount greater than the named executive officers target bonus times the pool funding percentage,
but may be decreased in the discretion of the Compensation Committee. Payment of an annual
incentive award is made as soon as practicable following our determination of whether and to what
extent performance goals have been satisfied, subject to approval by the Compensation Committee.
Generally, in order to be entitled to receive an annual incentive award payment, an employee must
be employed during the applicable fiscal year and until the date of payment.
For 2008, our Compensation Committee set the following target annual incentive award amounts for
the named executive officers:
|
|
|
Mr. Bennetts target annual incentive award was equal to 150% of base salary; |
|
|
|
|
The target annual incentive award for each of Messrs. Greenwell, Giesler and Sanders
was equal to 60% of base salary; and |
|
|
|
|
Mr. Hueys target annual incentive award was equal to 50% of base salary. |
In 2008, Terra exceeded the maximum level of performance under the Annual Incentive Plan, and
therefore the incentive pool was funded at the maximum level. Each of our named executive officers
was eligible to receive an amount of up to 200% of their target annual incentive award amounts.
The actual awards granted to each of our named executive officers was determined by our
Compensation Committee, based on its determination of each named executive officers fulfillment of
his individual performance goals. For each of Messrs. Bennett, Giesler, Sanders and Huey, the
Compensation Committee, in its discretion, granted an award that was less than such executives
maximum target level. For Mr. Greenwell, the Compensation Committee, in its discretion, granted an
award that was equal to his maximum target level. This result is reflected in the Non-Equity
Incentive Plan Compensation and Bonus columns of the Summary Compensation Table.
Long-Term Incentive Awards
We maintain the Terra Industries Inc. Stock Incentive Plan of 2002, which we refer to as the 2002
Plan, and the 2007 Omnibus Incentive Compensation Plan, which we refer to as the 2007 Plan, under
which the Compensation Committee may grant to the named executive officers, as well as other
eligible employees,
29
stock options, stock appreciation rights, restricted shares, performance shares
and other forms of stock-based compensation.
2008 Long-Term Incentive Grants
For 2008, the Compensation Committee granted each of our named executive officers an award based on
a combination of restricted shares and performance shares. Each named executive officers target
grant was determined as a percentage of base salary. For 2008, our Compensation Committee set the
following target long-term incentive award values for the named executive officers:
|
|
|
Mr. Bennetts target long-term incentive award was equal to 300% of base salary; |
|
|
|
|
The target long-term incentive award for each of Messrs. Greenwell, Giesler, Sanders and Huey
was equal to 130% of base salary. |
With the exception of Mr. Bennett, all executive officers were expected to receive one half of
their grants in the form of restricted shares and the other half in the form of performance share
grants. Mr. Bennett received one-third of his grant in restricted shares and two-thirds in
performance share grants. In all cases, the number of shares subject to the grant was calculated
by dividing the target dollar value of the award by the average of Terras closing stock price
during the twenty trading days prior to the date that the awards were approved by the Compensation
Committee. The average stock price was rounded to the nearest fifty cents, and the target number
of shares was rounded to the nearest 100 shares.
The number of shares of Terra common stock subject to each grant and the grant date fair value of
these awards is reflected in the Grants of Plan-Based Awards table. The accounting cost recognized
in 2008 with respect to outstanding equity grants is reflected in the Summary Compensation Table.
|
|
|
Restricted share grants. We granted restricted shares to each of our
named executive officers on July 16, 2008. The principal terms and conditions of these
grants are described below. |
|
|
|
Vesting. Each restricted share grant is subject to
cliff vesting with respect to 100% of the restricted shares subject to the
award on the third anniversary of the grant date. However, in the event of a
termination of employment without cause or for good reason following a change
in control of Terra (within the meaning of the restricted share award
agreements) or termination of employment due to death or total disability, all
restricted shares will become immediately vested. The Compensation Committee
has the authority to extend or accelerate the vesting period at any time, in
its discretion. |
|
|
|
|
Forfeiture. Upon an executives termination of
employment for any reason other than death, total disability, termination
without cause or for good reason following a change in control of Terra or such
other circumstances as determined by the Compensation Committee in its sole
discretion, any unvested restricted shares held by the executive will be
immediately forfeited and terminated. |
|
|
|
|
Voting and Dividend Rights. Holders of restricted shares are entitled to all rights of a stockholder of Terra, including the
right to vote and receive dividends with respect to |
30
|
|
|
the restricted shares.
However, if any distribution is made to our stockholders other than a cash
dividend, then any securities or other property received by other stockholders
will be subject to the same restrictions applicable to the restricted shares. |
|
|
|
Performance share grants. We granted performance shares to each of our
named executive officers on February 22, 2008. The principal terms and conditions of
these grants are described below. |
|
|
|
Vesting. Each performance share grant is subject to
cliff vesting with respect to all shares subject to the award after December
31, 2010, based on achievement of the performance goals during the period from
January 1, 2008 through December 31, 2010, as described in the Compensation
Discussion and Analysis. Upon vesting, a holder will become entitled to
receive a number of shares ranging from 0% to 200% of the target number of shares subject to the award, based on achievement of performance goals. In the
event of a change in control of Terra (within the meaning of the performance
share award agreements), vesting of performance share awards will immediately
accelerate and the holder will be entitled to the greater of the target number
of shares subject to the award and a number based on actual company performance
prior to the change in control. In the event of termination of employment due
to death, the holder will become entitled to a number of performance shares
based on actual performance prior to death. In the event of termination of
employment due to total disability, performance shares will continue to vest
following termination based on achievement of performance goals. In special
circumstances, as determined by the Compensation Committee, the Compensation
Committee may extend the period for earning all or a portion of a holders
performance shares. |
|
|
|
|
Forfeiture. Upon an executives termination of
employment prior to the end of the performance period for any reason other than
death, total disability or such other circumstances as determined by the
Compensation Committee in its sole discretion, any unvested performance shares
held by the executive will be immediately forfeited and terminated. |
Pre-2008 Long-Term Incentive Grants
In accordance with applicable disclosure rules, the Stock Awards column of the Summary Compensation
Table reflects the amounts that we recognized as an accounting expense for 2008 in connection with
restricted shares and performance share awards granted in 2008 and in prior years. An expense was
recognized in 2008 for prior-year awards granted in 2005, 2006 and 2007. We granted time-based
restricted shares in 2005, 2006 and 2007 on terms and conditions that are substantially the same as
the grants made in 2008 and described above, except that the prior grants of restricted shares will
vest in full upon the change in control of Terra. We also made performance share grants in 2006
and 2007. These grants, which were made on February 17, 2006 and February 28, 2007, were subject
to three-year performance periods ending on December 31, 2008 and December 31, 2009, respectively.
31
Retirement Benefits
Defined Benefit Pension Plans
We maintain a U.S. tax-qualified defined benefit plan, and an excess benefit plan, which we refer
to as the SERP which covers certain named executive officers. For a description of the material
terms of these plans and the present value of each named executive officers accumulated benefits
under these plans as
of December 31, 2008, see the Pension Benefits in Fiscal Year
2008 Table and accompanying disclosure, beginning on page 36.
Defined Contribution Plans
We maintain a 401(k) plan, which is a tax-qualified defined contribution plan maintained for the
benefit of all U.S. employees, including each of our named executive officers. The 401(k) plan
permits employees to contribute a portion of eligible pay to the plan on a pre-tax basis. During
2008, we matched 100% of the first 3% of eligible compensation that an employee contributed to the
401(k) plan and 60% of the next 3% of pay contributed. In addition, in the case of employees hired
after June 30, 2003 and who are therefore ineligible to participate in the U.S. tax-qualified
defined benefit plan, we made an additional non-elective contribution for 2008 equal to 3.2% of
eligible compensation. The amount of our 2008 contribution to the 401(k) plan on behalf of each of
our named executive officers is set forth in the explanation of the All Other Compensation column
of the Summary Compensation Table.
32
Outstanding Equity Awards at 2008 Fiscal Year-End
The following table provides information on the holdings of stock option and stock awards by each
of our named executive officers as of December 31, 2008.
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Option Awards |
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Stock Awards |
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Equity |
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Equity Incentive |
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Incentive Plan |
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Equity Incentive |
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Plan Awards: |
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Awards: |
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Plan Awards: |
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Number of |
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Number of |
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Number of |
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Number of |
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Market or Payout |
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|
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Securities |
|
Securities |
|
Securities |
|
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|
|
|
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Market Value |
|
Unearned |
|
Value of |
|
|
|
|
|
|
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Underlying |
|
Underlying |
|
Underlying |
|
|
|
|
|
|
|
|
|
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Number of |
|
of Shares or |
|
Shares, Units |
|
Unearned Shares, |
|
|
|
|
|
|
|
Unexercised |
|
Unexercised |
|
Unexercised |
|
Option |
|
Option |
|
|
Shares or Units of |
|
Units of Stock |
|
or Other Rights |
|
Units or Other |
|
|
|
|
|
|
|
Options (#) |
|
Options (#) Un- |
|
Unearned |
|
Exercise |
|
Expiration |
|
|
Stock That Have Not |
|
That Have Not |
|
That Have Not |
|
Rights That Have |
|
|
|
|
Name |
|
|
Exercisable |
|
exercisable |
|
Options (#) |
|
Price ($) |
|
Date |
|
|
Vested (#) |
|
Vested ($)(1) |
|
Vested (#) |
|
Not Vested ($)(1) |
|
|
|
|
M. Bennett, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77,000 |
(2) |
|
$ |
1,283,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
President & CEO
|
|
|
|
|
|
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|
|
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|
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|
|
|
|
|
|
|
|
20,400 |
(3) |
|
$ |
340,068 |
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|
|
|
|
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|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,100 |
(4) |
|
$ |
201,707 |
|
|
|
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|
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|
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|
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|
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|
|
|
|
|
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|
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|
138,000 |
(5) |
|
$ |
2,300,460 |
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|
|
|
|
|
|
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|
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|
|
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|
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|
|
|
|
|
|
56,000 |
(6) |
|
$ |
933,520 |
|
|
|
|
|
D. Greenwell, |
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|
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|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
21,400 |
(2) |
|
$ |
356,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
SVP & CFO |
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,200 |
(3) |
|
$ |
120,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,300 |
(4) |
|
$ |
71,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,800 |
(5) |
|
$ |
346,736 |
|
|
|
|
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|
|
|
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|
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|
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|
|
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|
|
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|
|
|
|
9,800 |
(6) |
|
$ |
163,366 |
|
|
|
|
|
J. Giesler, |
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|
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|
|
|
|
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|
|
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|
|
|
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|
|
24,100 |
(2) |
|
$ |
401,747 |
|
|
|
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|
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|
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|
|
SVP Commercial
Operations
|
|
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5,600 |
(3) |
|
$ |
93,352 |
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3,200 |
(4) |
|
$ |
53,344 |
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|
18,800 |
(5) |
|
$ |
313,396 |
|
|
|
|
|
|
|
|
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|
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|
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|
|
|
|
|
|
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|
|
|
|
|
|
7,200 |
(6) |
|
$ |
120,024 |
|
|
|
|
|
R. Sanders, |
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
20,000 |
(2) |
|
$ |
333,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
VP Manufacturing
|
|
|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
5,300 |
(3) |
|
$ |
88,351 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
3,200 |
(4) |
|
$ |
53,344 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,800 |
(5) |
|
$ |
296,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,200 |
(6) |
|
$ |
120,024 |
|
|
|
|
|
J. Huey, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,000 |
(2) |
|
$ |
400,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
VP, General Counsel &
Corporate Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,600 |
(3) |
|
$ |
110,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,700 |
(4) |
|
$ |
61,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,400 |
(5) |
|
$ |
373,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,600 |
(6) |
|
$ |
143,362 |
|
|
|
|
|
See footnotes on following page.
33
|
|
|
(1) |
|
Based on a year-end closing price of $16.67 per share. |
|
(2) |
|
Restricted shares will time-vest on August 3, 2009 or earlier upon a change-in-control. |
|
(3) |
|
Restricted shares will time-vest on July 26, 2010 or earlier upon a change-in-control. |
|
(4) |
|
Restricted shares will time-vest on July 18, 2011 or earlier upon a change-in-control and
subsequent qualifying termination. |
|
(5) |
|
This performance plan cycle will end December 31, 2009. The actual number of shares paid out
subsequent to that time will depend on actual performance versus targets over the performance
period, except that in the event of a change-in-control, performance shares will be paid out
immediately at the higher of target or actual performance level of the quarters completed
prior to the change-in-control. The threshold award is zero; therefore, the number of shares
and market value shown in the Equity Incentive Plan Awards: Market or Payout Value of Unearned
Shares, Units or Other Rights That Have Not Vested column are based on performance through
December 31, 2008 (200% of target) for the 2007 performance plan grant. |
|
(6) |
|
This performance plan cycle will end December 31, 2010. The actual number of shares paid out
subsequent to that time will depend on actual performance verses targets over the performance
period, except that in the event of a change-in-control, performance shares will be paid out
immediately at the higher of target or actual performance level of the quarters completed
prior to the change-in-control. The threshold award is zero; therefore, the number of shares
and market value shown in the Equity Incentive Plan Awards: Market or Payout Value of Unearned
Shares, Units or Other Rights That Have Not Vested column are based on performance through
December 31, 2008 (200% of target) for the 2008 performance plan grant. |
34
Option Exercises and Stock Vested
The following table provides information, for each of our named executive officers, on the number
of restricted shares that became vested in 2008 and the value realized before payment of any
applicable withholding taxes and broker commissions.
|
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|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
Stock Awards |
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
|
Number of Shares |
|
|
|
|
|
Acquired on |
|
Value Realized |
|
|
Acquired on Vesting |
|
Value Realized |
Name |
|
|
Exercise (#) |
|
on Exercise ($) |
|
|
(#) |
|
on Vesting ($) |
|
|
|
|
|
|
|
M. Bennett, |
|
|
|
|
|
|
|
|
|
|
|
|
54,000 |
(1) |
|
|
3,008,880 |
|
President & CEO |
|
|
|
|
|
|
|
|
|
|
|
|
308,000 |
(2) |
|
|
5,134,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Greenwell, |
|
|
|
|
|
|
|
|
|
|
|
|
9,579 |
(3) |
|
|
380,957 |
|
SVP & CFO |
|
|
|
|
|
|
|
|
|
|
|
|
7,500 |
(1) |
|
|
417,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,800 |
(2) |
|
|
713,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Giesler, |
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
(1) |
|
|
1,393,000 |
|
SVP
Commercial Operations |
|
|
|
|
|
|
|
|
|
|
|
|
48,200 |
(2) |
|
|
803,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Sanders, |
|
|
|
|
|
|
|
|
|
|
|
|
18,500 |
(1) |
|
|
1,030,820 |
|
VP Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
40,000 |
(2) |
|
|
666,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Huey, VP,
General Counsel &
Corporate Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Reflects time-vesting restricted shares vesting on July 30, 2008, at a price of $55.72. Shares
were granted on July 29, 2005. |
|
(2) |
|
Reflects performance share awards for performance from January 1, 2006 through December 31, 2008.
Shares were not actually delivered until February 17, 2009, when the Compensation Committee determined
the level of performance achieved. Number of shares is based on performance through December 31, 2008
(200% of target) and the share price is based on the December 31, 2008 closing price of $16.67. |
|
(3) |
|
Reflects time-vesting restricted shares vesting on April 7, 2008, at a price of $39.77. Shares
were granted on April 4, 2005. |
35
Pension Benefits in Fiscal Year 2008
The following table sets forth information on the pension benefits for each of our named executive
officers as of December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present Value |
|
|
|
|
|
|
Number of |
|
of |
|
Payments |
|
|
|
|
Years Credited |
|
Accumulated |
|
During Last |
Name |
|
Plan Name |
|
Service (#)(1) |
|
Benefit ($)(2) |
|
Fiscal Year ($) |
M. Bennett, President & CEO |
|
Terra Industries Inc. Employees Retirement Plan |
|
|
36 |
|
|
$ |
571,695 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terra Industries Inc. Excess Benefit Plan |
|
|
36 |
|
|
$ |
800,882 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Greenwell, SVP & CFO (3) |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Giesler, SVP Commercial Operations |
|
Terra Industries Inc. Employees Retirement Plan |
|
|
21 |
|
|
$ |
219,454 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terra Industries Inc. Excess Benefit Plan |
|
|
21 |
|
|
$ |
5,589 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Sanders, VP Manufacturing |
|
Terra Industries Inc. Employees Retirement Plan |
|
|
15 |
|
|
$ |
164,670 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terra Industries Inc. Excess Benefit Plan |
|
|
15 |
|
|
$ |
4,532 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Huey, VP, |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
General Counsel &
Corporate Secretary
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Except in the case of Mr. Giesler, credited service is the period of the executives actual service with Terra. In the
case of Mr. Giesler, credited service commenced on August 1, 1987, which was the date Mr. Giesler became employed by
Freeport McMoran Inc. (FMI). FMI owned Agricultural Minerals and Chemicals Inc., which was acquired by Terra. Mr.
Gieslers benefits under the Retirement Plan are offset by benefits under the FMI defined benefit pension plan. |
|
(2) |
|
Actuarial present value for the Retirement Plan and SERP was determined in accordance with the following assumptions: |
|
|
|
Discount rate equals 6.75%. |
|
|
|
|
Postretirement mortality was projected using the 2008 IRC 430 Annuitant Mortality Table. |
|
|
|
|
Employees are assumed to have elected benefits in the form of a single life annuity.
|
|
|
|
|
Benefits commence at age 65. |
(3) |
|
Messrs. Greenwell and Huey are not participants in the Terra Industries Inc. Employees Retirement Plan or Excess
Benefit Plan. |
We maintain a U.S. tax-qualified defined benefit plan (the Terra Industries Inc. Employees
Retirement Plan or the Retirement Plan) for the benefit of all U.S. employees hired before July
1, 2003, including each of our named executive officers except Messrs. Greenwell and Huey. The
Retirement Plan is closed to employees hired on or after July 1, 2003.
We also maintain an excess benefit plan (the SERP). The purpose of the SERP is to restore those
benefits that a participant would otherwise lose in the tax-qualified plan due to Internal Revenue
Code compensation limits and benefit limits.
36
Retirement Plan
Benefit Accrual Formula
The Retirement Plan provides an unreduced single life annuity at age 65 equal to an amount which:
Multiplies
|
|
|
1.55% of the highest 60-month average pensionable compensation by |
|
|
|
|
Years of credited service and |
Subtracts
|
|
|
0.6% of the highest 60-month average pensionable compensation up to the social
security compensation limit multiplied by years of credited service (up to a maximum of
35 years). |
Prior to 2004, pensionable compensation included total salary and wages paid to the participant for
services rendered in the period considered as service, including bonuses, overtime, commissions and
salary deferrals under a Section 401(k) or Section 125 plan. Effective January 1, 2004, bonuses
are no longer considered as part of pensionable compensation.
Vesting
An employee hired prior to July 1, 2003 became eligible to participate once he or she had completed
a 12 consecutive month period of at least 1,000 hours of service. Benefits under the Retirement
Plan cliff vest after five years of service.
Early Retirement
Eligibility for early retirement under the Retirement Plan is age 55 with 5 years of vesting
service. For a participant who commences pension benefits directly from active status, the early
retirement reductions are 3% per year from age 65, 10% per year from age 60, 8% per year from age
59, 6% per year from age 58 and 5% per year from age 56. All other participants who commence
pension benefits prior to age 65 are subject to an actuarial reduction of 6.67% per year from age
65 and 3.33% per year from age 60. As of the date of this report, only Mr. Bennett is
eligible for early retirement under the Retirement Plan.
Forms of Benefit
Participants in the Retirement Plan generally can choose among the following optional forms of
benefit:
|
|
|
Single life annuity |
|
|
|
|
50% joint and survivor annuity |
|
|
|
|
75% joint and survivor annuity |
|
|
|
|
100% joint and survivor annuity |
|
|
|
|
10-year or 15-year certain and life annuity |
37
|
|
|
Social Security level income benefit. |
Each option is provided on an actuarially equivalent basis.
SERP
The Retirement Plan benefits are limited by various constraints by the Internal Revenue Code. The
SERP is an unfunded plan maintained to provide benefits to a certain group of management and highly
compensated employees. The terms of the SERP, as they relate to our named executive officers, with
respect to benefit accrual formula, vesting, early retirement and forms of benefit are the same as
the Retirement Plan, except that under the SERP, pensionable compensation is not subject to the
limits imposed by the Internal Revenue Code and deferred compensation is not excluded from the
definition of pensionable compensation under the SERP.
38
Nonqualified Deferred Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
|
|
Executive |
|
Registrant |
|
Aggregate |
|
Withdrawals |
|
Aggregate |
|
|
Contributions |
|
Contributions |
|
Earnings |
|
/ |
|
Balance at |
|
|
in Last FY |
|
in Last FY |
|
in Last FY |
|
Distributions |
|
Last FYE |
Name |
|
($)(1) |
|
($)(1) |
|
($)(1) |
|
($) |
|
($) |
|
M. Bennett, |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
President & CEO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Greenwell, |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
SVP & CFO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Giesler, |
|
$ |
|
|
|
$ |
|
|
|
$ |
976 |
|
|
$ |
|
|
|
$ |
39,847 |
|
SVP Commercial Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Sanders, |
|
$ |
|
|
|
$ |
|
|
|
$ |
(88,448 |
) |
|
$ |
|
|
|
$ |
135,694 |
|
VP Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Huey, |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
VP, General Counsel &
Corporate Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The deferred compensation plan was frozen prior to 2008. See the narrative accompanying this table for more
detail about this plan. |
The Nonqualified Deferred Compensation table shows information about our Supplemental Deferred
Compensation Plan, which was frozen with respect to future deferrals on December 31, 2004. In
general, prior to January 1, 2005, the plan allowed participants to defer up to 20% of the
participants annual base salary and 20% of the participants annual cash incentive awards and to
determine how to invest amounts deferred pursuant to the plan.
Participants with notional account balances remaining under the Supplemental Deferred Compensation
Plan are permitted to invest their balances in various mutual funds. Participants are permitted to
make unlimited changes to their investment alternatives under the Supplemental Deferred
Compensation Plan.
For 2008, the value of Mr. Gieslers account balance increased by 3% and the value of Mr. Sanders
account balance decreased by 39%. Such changes were solely attributable to investment gains or
losses, as applicable.
39
Post-Employment Payments
This section describes and quantifies potential payments that may be made to each named executive
officer at, following, or in connection with the resignation, severance, retirement, or other
termination of the named executive officers employment or a change in control of Terra.
M. Bennett, President & CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination |
|
Change in |
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrelated to a |
|
Control |
|
Control & |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
Without |
|
Qualifying |
|
|
Death |
|
Disability |
|
For Cause |
|
Voluntary |
|
Control |
|
Termination |
|
Termination |
|
|
|
Cash Severance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,250,000 |
|
|
$ |
|
|
|
$ |
3,000,000 |
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Shares |
|
$ |
1,825,365 |
|
|
$ |
1,825,365 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,623,658 |
|
|
$ |
1,825,365 |
|
Performance Share Awards |
|
$ |
3,233,980 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3,233,980 |
|
|
$ |
3,233,980 |
|
Unexercisable Options |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total |
|
$ |
5,059,345 |
|
|
$ |
1,825,365 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
4,857,638 |
|
|
$ |
5,059,345 |
|
Retirement Benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DB Plan |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
357,090 |
|
DC Plan |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
357,090 |
|
Unvested Deferred
Compensation |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Other Benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health & Welfare |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
21,583 |
|
|
$ |
|
|
|
$ |
21,583 |
|
Outplacement |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
72,000 |
|
|
$ |
|
|
|
$ |
72,000 |
|
Perquisites |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Long-Term Disability |
|
$ |
|
|
|
$ |
1,878,390 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Tax Gross-Ups |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,117,608 |
|
Total |
|
$ |
|
|
|
$ |
1,878,390 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
93,583 |
|
|
$ |
|
|
|
$ |
2,211,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
5,059,345 |
|
|
$ |
3,703,755 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,343,583 |
|
|
$ |
4,857,638 |
|
|
$ |
10,627,626 |
|
40
D. Greenwell, SVP & CFO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying |
|
Change in |
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination |
|
Control |
|
Control & |
|
|
|
|
|
|
|
|
|
|
For |
|
|
|
|
|
Unrelated to a |
|
Without |
|
Qualifying |
|
|
Death |
|
Disability |
|
Cause |
|
Voluntary |
|
Change in Control |
|
Termination |
|
Termination |
Cash Severance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
792,000 |
|
|
$ |
|
|
|
$ |
1,056,000 |
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Shares |
|
$ |
548,443 |
|
|
$ |
548,443 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
476,762 |
|
|
$ |
548,443 |
|
Performance Share Awards |
|
$ |
510,102 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
510,102 |
|
|
$ |
510,102 |
|
Unexercisable Options |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total |
|
$ |
1,058,545 |
|
|
$ |
548,443 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
986,864 |
|
|
$ |
1,058,545 |
|
Retirement Benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DB Plan |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
DC Plan |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Unvested Deferred
Compensation |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Other Benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health & Welfare |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
28,510 |
|
|
$ |
|
|
|
$ |
28,510 |
|
Outplacement |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
39,600 |
|
|
$ |
|
|
|
$ |
39,600 |
|
Perquisites |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Long-Term Disability |
|
$ |
|
|
|
$ |
2,368,971 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Tax Gross-Ups |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
701,757 |
|
Total |
|
$ |
|
|
|
$ |
2,368,971 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
68,110 |
|
|
$ |
|
|
|
$ |
769,867 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,058,545 |
|
|
$ |
2,917,414 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
860,110 |
|
|
$ |
986,864 |
|
|
$ |
2,884,412 |
|
J. Giesler, SVP Commercial Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying |
|
Change in |
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination |
|
Control |
|
Control & |
|
|
|
|
|
|
|
|
|
|
For |
|
|
|
|
|
Unrelated to a |
|
Without |
|
Qualifying |
|
|
Death |
|
Disability |
|
Cause |
|
Voluntary |
|
Change in Control |
|
Termination |
|
Termination |
Cash Severance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
576,000 |
|
|
$ |
|
|
|
$ |
768,000 |
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Shares |
|
$ |
548,443 |
|
|
$ |
548,443 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
495,099 |
|
|
$ |
548,443 |
|
Performance Share Awards |
|
$ |
433,420 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
433,420 |
|
|
$ |
433,420 |
|
Unexercisable Options |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total |
|
$ |
981,863 |
|
|
$ |
548,443 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
928,519 |
|
|
$ |
981,863 |
|
Retirement Benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DB Plan |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
79,131 |
|
DC Plan |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
79,131 |
|
Unvested Deferred
Compensation |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Other Benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health & Welfare |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
15,252 |
|
|
$ |
|
|
|
$ |
15,252 |
|
Outplacement |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
28,800 |
|
|
$ |
|
|
|
$ |
28,800 |
|
Perquisites |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Long-Term Disability |
|
$ |
|
|
|
$ |
983,356 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Tax Gross-Ups |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total |
|
$ |
|
|
|
$ |
983,356 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
44,052 |
|
|
$ |
|
|
|
$ |
44,052 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
981,863 |
|
|
$ |
1,531,799 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
620,052 |
|
|
$ |
928,519 |
|
|
$ |
1,873,046 |
|
41
R. Sanders, VP Manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying |
|
Change in |
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination |
|
Control |
|
Control & |
|
|
|
|
|
|
|
|
|
|
For |
|
|
|
|
|
Unrelated to a |
|
Without |
|
Qualifying |
|
|
Death |
|
Disability |
|
Cause |
|
Voluntary |
|
Change in Control |
|
Termination |
|
Termination |
Cash Severance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
580,800 |
|
|
$ |
|
|
|
$ |
774,400 |
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Shares |
|
$ |
475,095 |
|
|
$ |
475,095 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
421,751 |
|
|
$ |
475,095 |
|
Performance Share Awards |
|
$ |
416,750 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
416,750 |
|
|
$ |
416,750 |
|
Unexercisable Options |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total |
|
$ |
891,845 |
|
|
$ |
475,095 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
838,501 |
|
|
$ |
891,845 |
|
Retirement Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DB Plan |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
58,844 |
|
DC Plan |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
58,844 |
|
Unvested Deferred Compensation |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Other Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health & Welfare |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
21,583 |
|
|
$ |
|
|
|
$ |
21,583 |
|
Outplacement |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
34,200 |
|
|
$ |
|
|
|
$ |
34,200 |
|
Perquisites |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Long-Term Disability |
|
$ |
|
|
|
$ |
1,189,613 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Tax Gross-Ups |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total |
|
$ |
|
|
|
$ |
1,189,613 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
55,783 |
|
|
$ |
|
|
|
$ |
55,783 |
|
|
Total |
|
$ |
891,845 |
|
|
$ |
1,664,708 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
636,583 |
|
|
$ |
838,501 |
|
|
$ |
1,780,872 |
|
J. Huey, VP, General Counsel & Corporate Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying |
|
Change in |
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination |
|
Control |
|
Control & |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrelated to a |
|
Without |
|
Qualifying |
|
|
Death |
|
Disability |
|
For Cause |
|
Voluntary |
|
Change in Control |
|
Termination |
|
Termination |
Cash Severance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
641,250 |
|
|
$ |
|
|
|
$ |
855,000 |
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Shares |
|
$ |
571,781 |
|
|
$ |
571,781 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
510,102 |
|
|
$ |
571,781 |
|
Performance Share Awards |
|
$ |
516,770 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
516,770 |
|
|
$ |
516,770 |
|
Unexercisable Options |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total |
|
$ |
1,088,551 |
|
|
$ |
571,781 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,026,872 |
|
|
$ |
1,088,551 |
|
Retirement Benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DB Plan |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
DC Plan |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Unvested Deferred Compensation |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Other Benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health & Welfare |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
28,510 |
|
|
$ |
|
|
|
$ |
28,510 |
|
Outplacement |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
29,040 |
|
|
$ |
|
|
|
$ |
29,040 |
|
Perquisites |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
LongTerm Disability |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Tax GrossUps |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
571,677 |
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
57,550 |
|
|
$ |
|
|
|
$ |
629,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,088,551 |
|
|
$ |
571,781 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
698,800 |
|
|
$ |
1,026,872 |
|
|
$ |
2,572,778 |
|
42
Named Executive Officers Employed by the Company as of December 31, 2008
We have entered into executive severance agreements and maintain certain plans that will require us
to pay compensation and provide certain benefits to each of our named executive officers at,
following, or in connection with the executives termination of employment or a change in control
of Terra. The material terms and conditions relating to these payments and benefits are described
below. Unless otherwise specifically noted, the terms described below apply to each named
executive officer on an identical basis.
Involuntary Termination Without Cause or Voluntary Termination for Good Reason on December 31,
2008, Other Than During the Two-Year Period Following a Change in Control
If a named executive officers employment with Terra had been involuntarily terminated by Terra
without cause or voluntarily terminated by the executive for good reason on December 31, 2008,
the executive would have been entitled to the following payments and benefits:
|
|
|
A lump-sum cash severance payment in an amount equal to 1.5 times the sum of his annual
base salary at termination and his target annual incentive award for 2008; |
|
|
|
|
Continuation of medical and dental benefits until the earlier of two years following
the date of termination or the date the executive becomes covered by another employers
major medical plan; and |
|
|
|
|
Outplacement services at our expense until the earlier of the first anniversary of
termination and the date that the executive becomes employed by a new employer. |
Termination Due to Death on December 31, 2008
If a named executive officers employment with Terra was terminated due to death on December 31,
2008, then his estate would have been entitled to the following payments and benefits:
|
|
|
Immediate vesting of all unvested restricted shares; and |
|
|
|
|
Immediate vesting of all unvested performance shares at a level based on actual
performance during the performance period through December 31, 2008. |
Termination Due to Disability on December 31, 2008
If a named executive officers employment with Terra was terminated due to his disability on
December 31, 2008, he would have been entitled to the following payments and benefits:
|
|
|
Immediate vesting of all unvested restricted shares; and |
|
|
|
|
Payment of monthly disability benefits. |
Change in Control Without a Qualifying Termination on December 31, 2008
If a change in control of Terra occurred on December 31, 2008, each named executive officer would
have been entitled to the following benefits:
|
|
|
Immediate vesting of all unvested restricted shares granted prior to July 2008; |
|
|
|
|
Immediate vesting of a number of performance shares equal to the greater of the target
number of shares subject to each outstanding performance share grant and a number based on
actual performance during the performance period through December 31, 2008; and |
|
|
|
|
Payment of a gross-up to make the executive whole for any excise tax imposed as a
result of Section 280G of the Internal Revenue Code. |
43
Involuntary Termination Without Cause or Voluntary Termination for Good Reason on December 31,
2008 During the Two-Year Period Following a Change in Control
If a named executive officers employment with Terra was involuntarily terminated by Terra without
cause or voluntarily terminated by the executive for good reason on December 31, 2008 and
during the two-year period following a change in control of Terra, he would have been entitled to
the following payments and benefits:
|
|
|
A lump-sum cash severance payment in an amount equal to two times the sum of his annual
base salary at termination and his target annual incentive award for 2008; |
|
|
|
|
Continuation of medical and dental benefits until the earlier of two years following
the date of termination or the date the executive becomes covered by another employers
major medical plan; |
|
|
|
|
Outplacement services at our expense until the earlier of the first anniversary of
termination and the date that the executive becomes employed by a new employer; |
|
|
|
|
Immediate vesting of all benefits accrued under the SERP and two years of additional
age and service credit for purposes of calculating such benefits (only applicable to
Messrs. Bennett, Giesler and Sanders, because Messrs. Greenwell and Huey do not participate
in the SERP); |
|
|
|
|
Immediate vesting of all unvested restricted shares; |
|
|
|
|
Immediate vesting of a number of performance shares equal to the greater of the target
number of shares subject to each outstanding performance share grant and a number based on
actual performance during the performance period through December 31, 2008; and |
|
|
|
|
Payment of a gross-up to make the executive whole for any excise tax imposed as a
result of Section 280G of the Internal Revenue Code. |
Material Defined Terms
The terms cause and good reason as used above are defined under the employment severance
agreements and mean the following:
Cause means (i) the willful and continued failure of the executive to perform substantially the
executives duties with Terra (other than any such failure resulting from incapacity due to
physical or mental illness); (ii) the willful engaging by the executive in illegal conduct or gross
misconduct which is materially and demonstrably injurious to Terra; or (iii) the executives
willful and material breach of the employment severance agreement.
Good Reason means, other than during the two-year period following a change in control (as
defined in the employment severance agreements), (i) our failure to pay the executive any
compensation when due (other than an inadvertent failure that is remedied within 10 business days
following notice by the executive) and (ii) delivery by Terra to the executive of a notice to
terminate the executives employment other than for cause or permanent disability (as defined
in the employment severance agreement).
Good Reason means, during the two-year period following a change in control (as defined in the
employment severance agreements), (i) our failure to pay the executive any compensation when due
(other than an inadvertent failure that is remedied within 10 business days following notice by the
executive); (ii) delivery by Terra to the executive of a notice to terminate the executives
employment other than for cause or permanent disability (as defined in the employment severance
agreements);
(iii) a reduction in the executives annual base salary of 10% or more from the level in effect
immediately prior to the change in control; (iv) the relocation of the executives principal
place of employment to a location more than 50 miles from such executives principal place of
employment immediately prior to
44
the change; (v) a reduction in the executives target annual
incentive award of more than 10% from the level in effect immediately prior to the change in
control; (vi) a material diminution in the executives titles, duties, responsibilities or status
from those in effect immediately prior to the change in control; (vii) the removal of the
executive from, or any failure to re-elect the executive to, any of the offices the executive held
immediately prior to the change in control; or (viii) any material reduction in the executives
retirement, insurance or fringe benefits from the levels in effect immediately prior to the change
in control.
The term change in control, as defined under the employment severance agreements, means, in
general, the occurrence of any one of the following events: (i) certain changes in the membership
of a majority of the Board of Directors; (ii) consummation of certain mergers or consolidations of
Terra with any other corporation following which our stockholders hold less than 60% of the
combined voting power of the surviving entity; (iii) approval by our stockholders of a plan of
complete liquidation or dissolution of Terra; or (iv) certain acquisitions by a third party or
third parties, acting in concert, of at least 25% of our then outstanding voting securities.
The definition of change in control for purposes of the restricted share agreements and the
performance share agreements is substantially the same as that definition for purposes of the
employment severance agreements.
Release Requirement
Pursuant to the employment severance agreements, an executive will not be entitled to severance and
other separation benefits unless he executes a release of claims in favor of Terra and the release
becomes effective and irrevocable.
Post-Employment Covenants
In exchange for the above-described payments and benefits to the extent provided for under the
employment severance agreements, following termination of employment, the executive will remain
subject to confidentiality, cooperation and non-solicitation/non-competition covenants that are set
forth in the employment severance agreements. The confidentiality covenant prohibits the executive
from disclosing confidential information as defined under the employment severance agreements.
The cooperation covenant requires the executive to cooperate with Terra in connection with any
lawsuit or investigation that is related to the executives employment with Terra. The
non-solicitation/non-competition covenant prohibits the executive, for a period of one year
following his termination of employment, from (i) engaging in any activity that is in competition
with Terra (including any business relating to the production or marketing of nitrogen products)
and (ii) soliciting or hiring any of our employees without our consent.
Methodologies and Assumptions Used for Calculating Other Potential Post-Employment Payments
For purposes of quantifying the other potential post-employment payments disclosed in the following
tables, we utilized the following assumptions and methodologies:
|
|
|
Date of triggering event: The date of each triggering event is December 31,
2008. |
|
|
|
|
Determination of cash severance: Following a qualifying triggering event, each
named executive |
45
|
|
|
officer is entitled to cash severance equal to the sum of the named
executive officers current base salary and target annual incentive award multiplied by
the appropriate severance multiple. The severance multiple is 1.5 in the case of a
termination other than within two years following a change in control of Terra, and is
two in the case of a termination during the two-year period following a change in
control. In accordance with this formula, each named executive officers cash
severance was determined based on the following: |
|
|
|
Mr. Bennett: Annual base salary of $600,000 as of December 31, 2008,
and 2008 target annual incentive award of $900,000. |
|
|
|
|
Mr. Greenwell: Annual base salary of $330,000 as of December 31, 2008,
and 2008 target annual incentive award of $198,000. |
|
|
|
|
Mr. Giesler: Annual base salary of $240,000 as of December 31, 2008,
and 2008 target annual incentive award of $144,000. |
|
|
|
|
Mr. Sanders: Annual base salary of $242,000 as of December 31, 2008,
and 2008 target annual incentive award of $145,200. |
|
|
|
|
Mr. Huey: Annual base salary of $285,000 as of December 31, 2008, and
2008 target annual incentive award of $142,500. |
|
|
|
Number of performance shares subject to vesting in the event of a change in
control: The performance share award agreements provide that in the event of a change
in control of Terra, a number of performance shares equal to the greater of the target
number of shares subject to each outstanding performance share grant and a number based
on actual performance during the performance period through December 31, 2008 will
become vested. Based on company performance as of December 31, 2008, the actual
performance number for each of the outstanding performance share grants is at least
equal to the maximum level of performance, and, therefore, we have assumed vesting at
the maximum level (200% of target). |
|
|
|
|
Number of restricted shares subject to vesting in the event of death or
disability: The restricted share award agreements for the outstanding grants of
restricted shares provide that in the event of a termination of employment due to death
or disability, the restricted shares subject to such grant will vest in full. |
|
|
|
|
Number of performance shares subject to vesting in the event of death: The
performance share award agreements provide that in the event of a termination of
employment due to death, performance shares will vest at a level based on actual
performance during the performance period through the date of death. Based on company
performance as of December 31, 2008, the actual performance number for each of the
outstanding performance share grants is at least equal to the maximum level of
performance, and, therefore, we have assumed vesting at the maximum level (200% of
target). |
|
|
|
|
Value of restricted shares and performance shares subject to vesting: The
value of each restricted share and performance share that was subject to vesting upon a
triggering event was determined by multiplying the number of shares subject to vesting
by the closing price of Terra common stock on December 31, 2008, the last trading day
of 2008 (i.e., $16.67). |
|
|
|
|
Value of continuation of health and dental benefits: The value of health and
dental benefits which are continued for a two-year period following certain qualifying
triggering events was determined based on assumptions used for financial reporting
purposes under Financial
Accounting Standards Board Statement of Financial Accounting Standards No. 106
(Employers Accounting for Postretirement Benefits Other Than Pensions). |
|
|
|
|
Value of post-termination outplacement services: The value of post-termination
outplacement services was determined based on a value equal to approximately 12% of an |
46
|
|
|
executives annual base salary as of the date of termination of employment, which was
adjusted based on assumptions used for financial reporting purposes under Financial
Accounting Standards Board Statement of Financial Accounting Standards No. 106
(Employers Accounting for Postretirement Benefits Other Than Pensions). |
|
|
|
Incremental value of accelerated vesting of SERP benefits and additional
age/service credit in the event of a change in control: These amounts, which are
applicable to Messrs. Bennett, Giesler and Sanders, were calculated by adding two years
of credited service to the year-end 2008 total pension benefit (i.e., sum of
tax-qualified pension and SERP) for the named executive officer and then determining
the present value of that accrued benefit deferred to the date the executive reaches
age 63, which is the earliest age at which unreduced pension benefits would be
available to the executive with an extra two years of age. The actuarial basis for
these determinations is the same as the basis used in the Pension Benefits Table. |
|
|
|
|
Value of monthly disability benefits: The value of monthly disability benefits
is based on the present value of the excess of each named executive officers monthly
disability benefit under our long-term disability plan that covers the executive as of
December 31, 2008, over the monthly disability benefit that would be payable under our
long-term disability plan that is generally available to all employees. Amounts are
calculated using a 7% discount rate and assuming that each named executive officer
continues to receive monthly disability benefits until age 65. |
|
|
|
|
Determination of excise tax payments and tax gross-up payments made in
connection with a change in control: We determined the amount of the excise tax
payment by multiplying by 20% the excess parachute payment that would arise in
connection with payments made to the applicable named executive officers upon either
(i) a change in control of Terra or (ii) a qualifying termination of employment
following a change in control. The excess parachute payment was determined in
accordance with the provisions of Section 280G of the Internal Revenue Code. We
utilized the following key assumptions to determine the applicable named executive
officers tax gross-up payment: |
|
|
|
based on our performance through December 31, 2008, all of our
outstanding performance share awards are currently expected to vest at 200% of the
target level. Therefore, the amount of the excise tax with respect to the
performance share awards was calculated assuming that all performance goals with
respect to the performance share awards had already been met at the 200% level.
The result is that the amount of the excise tax attributable to both the
performance share awards and the restricted shares is based solely on the value of
the accelerated vesting and the lapse of the obligation to perform future services; |
|
|
|
|
a statutory Federal income tax rate of 35%, a Medicare tax rate of
1.45% and a state income tax rate of 8.98%, which is the maximum individual income
tax rate for Iowa; |
|
|
|
|
each named executive officers Section 280G base amount was
determined based on average W-2 compensation for the period from 2003-2007 (or the
period of the executives employment with Terra, if shorter); and |
|
|
|
|
the interest rate assumption was 120% of the applicable Federal rate
for December 2008. |
47
Director Compensation
The following table summarizes the compensation of each of our non-employee directors for the
fiscal year ended December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
Value & |
|
|
|
|
|
|
Fees Earned |
|
|
|
|
|
|
|
|
|
Incentive |
|
Nonqualified |
|
|
|
|
|
|
or Paid |
|
Stock |
|
Option |
|
Plan |
|
Deferred |
|
All Other |
|
|
|
|
in Cash |
|
Awards |
|
Awards |
|
Compensation |
|
Compensation |
|
Compensation |
|
|
Name |
|
($)(1) |
|
($)(2)(3) |
|
($) |
|
($) |
|
Earnings ($) |
|
($) |
|
Total ($) |
|
Fisher, D. |
|
$ |
57,500 |
|
|
$ |
166,242 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
223,742 |
|
Fraser, D. |
|
$ |
46,500 |
|
|
$ |
166,242 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
212,742 |
|
Hesse, M. |
|
$ |
50,250 |
|
|
$ |
166,242 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
216,492 |
|
Janson, P. |
|
$ |
46,250 |
|
|
$ |
166,242 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
212,492 |
|
Kroner, J. |
|
$ |
43,750 |
|
|
$ |
150,009 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
193,759 |
|
McGlone, D. |
|
$ |
41,250 |
|
|
$ |
150,009 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
191,259 |
|
Slack, H. |
|
$ |
100,000 |
|
|
$ |
249,364 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
349,364 |
|
|
|
|
(1) |
|
This column sets forth the amount of the fees earned by each director from Terra during 2008. For information about the
nature of such fees, see the narrative accompanying this table. |
|
(2) |
|
These amounts represent the accounting cost of stock-based compensation granted from 2005 through 2008 that was accrued
during 2008. |
|
(3) |
|
Includes restricted share awards of 10,000 shares made in 2005 (except for the grant to the Chairman of the Board, Mr.
Slack, which was for 15,000 shares) and share awards of 3,100 shares made in 2008 (except for the grant to the Chairman of the
Board, Mr. Slack, which was for 4,650 shares). Grants made in 2005 vest over a three-year period; grants made since 2006 are
immediately vested. |
In May 2003, the Board of Directors voted to compensate non-employee directors using a combination
of cash and shares. In 2007, the Board of Directors again reviewed the compensation plan and
structure for non-employee directors and made certain revisions thereto while leaving intact the
mix of cash and shares.
Director Fees Paid in Cash
Under the director compensation policy, in 2008, Mr. Slack, Chairman of the Board, received an
annual cash retainer of $100,000 (paid quarterly). The other non-employee directors each received
an annual retainer of $27,500 (paid quarterly) and meeting fees of $1,250 per meeting attended,
including committee meetings. Mr. Fisher received an additional annual cash retainer of $10,000
(paid quarterly) for serving as Chairman of the Audit Committee. Ms. Hesse, Chairman of the
Nominating and Corporate Governance Committee, and Mr. Fraser, Chairman of the Compensation
Committee, each received an additional annual cash retainer of $4,000 (paid quarterly) for serving
as committee chairs.
48
Director Stock Awards
2008 Stock Awards
Pursuant to a resolution of the Board of Directors dated August 16, 2006, the Board of Directors
determined that beginning in 2006 and on a going-forward basis, director stock awards would be
delivered in the form of fully vested shares of Terra common stock. By resolution of the Board of
Directors dated October 23, 2007, the Board of Directors determined that new equity grants should
be made August 1 each year, and that starting August 2008, the number of shares awarded shall be
determined by reference to a fixed dollar amount divided by the share price of Terra shares for the
previous 20 trading days immediately preceding the date of grant, rounded up to the next whole
share. The dollar value used in the numerator is $150,000 for all non-employee directors except for
Mr. Slack, the Chairman, in which case the numerator is the sum of $225,000. This level of stock
award was selected based on a prior market study of compensation paid to non-employee directors of
public companies. In addition, the Board of Directors determined that each newly elected outside
director will receive, simultaneously with his or her election to the Board of Directors, an
initial grant of Terra shares that is equivalent to the annual equity grant as described above. On
August 1, 2008, each director other than Mr. Slack received a grant of 3,100 shares of Terra common
stock, and Mr. Slack received a grant of 4,650 shares of Terra common stock.
Director Stock Ownership Guides
Pursuant to resolution of the Board of Directors dated October 23, 2007, the Board of Directors
implemented, effective immediately, Terra stock ownership guidelines for all non-employee
directors. The guide for all non-employee directors is 20,000 shares for all except the Chairman,
which guide is 30,000 shares. All newly elected directors are to be allowed a five-year period from
election to satisfy the new guidelines.
Other Director Compensation
We reimburse all directors for reasonable travel and other necessary business expenses incurred in
the performance of their services for Terra. Non-employee directors do not receive any additional
payments or perquisites. A director who is a Terra employee, such as Mr. Bennett, does not receive
any additional compensation for service as a director.
49
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is composed of the directors named as signatories to the Compensation
Committee Report above. No director has any direct or indirect material interest in or
relationship with Terra other than shareholdings as discussed in this report and as related to his
or her position as a director, except as described under the heading Transactions with Related
Persons below. During 2008, no officer or other employee of Terra served on the board of directors
of any other entity, where any officer or director of such entity also served on Terras Board of
Directors.
|
|
|
Item 12. |
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters |
EQUITY SECURITY OWNERSHIP
Principal
stockholders. The following table shows the ownership of Terra
securities as of April 24,
2009 by the only persons known to Terra to beneficially own more than five percent of any class of
Terra voting securities. The information in this table is based on information reported to the SEC
by or on behalf of such persons:
|
|
|
|
|
|
|
Name and address of |
|
Title of |
|
Amount and nature of |
|
Percentage |
beneficial owner |
|
class |
|
ownership(1) |
|
of class |
FMR LLC(2)
82 Devonshire Street
Boston, Massachusetts 02109
|
|
Common Shares
|
|
11,187,505 sole voting
and dispositive power
|
|
11.22 % |
|
|
|
|
|
|
|
Barclays Global Investors NA.(3)
45 Fremont Street
San Francisco, California 94105
|
|
Common Shares
|
|
5,246,187 sole voting
and investment power
|
|
5.26 % |
|
|
|
|
|
|
|
TPG-Axon Capital Management, LP(4)
888 Seventh Avenue
38 th Floor
New York, New York 10019
|
|
Common Shares
|
|
5,130,000 shared
voting and dispositive
power
|
|
5.15 % |
|
|
|
(1) |
|
The number of common shares listed does not include shares of the 4.25% Series A
Cumulative Convertible Perpetual Preferred Shares. |
|
(2) |
|
FMR LLC (FMR) reports that Fidelity Management & Research Company (Fidelity), a
wholly-owned subsidiary of FMR, is the beneficial owner of 9,443,190 common shares of Terra. It
further reports that FMRs beneficial ownership includes (i) 15 common shares of Terra beneficially
owned by Strategic Advisers, Inc., a wholly-owned subsidiary of FMR, (ii) 1,415,000 common shares
of Terra beneficially owned by Pyramis Global Advisors, LLC (PGALLC), an indirect wholly-owned
subsidiary of FMR, (iii) 123,070 common shares of Terra beneficially owned by Pyramis Global
Advisors Trust Company (PGATC), an indirect wholly-owned subsidiary of FMR, and (iv) 206,230
common shares of Terra beneficially owned by FIL Limited (FIL). Edward C. Johnson 3d, Chairman
of FMR and FIL, and FMR, through its control of Fidelity, and the funds each has sole dispositive
power over 9,443,190 common shares of Terra owned by the funds. Mr. Johnson and FMR, through its
control of PGALLC and PGATC, each has sole dispositive power over (i) 1,415,000 common shares and
sole power to vote or to direct the voting of 1,415,000 common shares of Terra owned by the
institutional accounts or funds advised by PGALLC and (ii) 123,070 common shares and sole power to
vote or to direct the voting of 123,070 common shares of Terra owned by the institutional accounts
managed by PGATC, respectively. Neither FMR nor Mr. Johnson has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity funds, which power resides with the funds
Boards of Trustees. FMR further reports that members of the family of Mr. Johnson, through their
ownership of 49% of the voting power of FMR and the execution of a shareholders voting agreement
with all other Series B shareholders of FMR, may be deemed, under the Investment Company Act of
1940, to form a controlling group with respect to FMR. Partnerships controlled predominantly by
members of the family of Mr. Johnson own 47% of the total votes which may be cast by all holders of
FIL voting stock. |
|
(3) |
|
Barclays Global Investors, NA reports that it is an investment adviser and the shares
reported are held by the company in trust accounts for the economic benefit of the
beneficiaries of those accounts. |
|
(4) |
|
TPG-Axon Capital Management, LP (TPG-Axon Management) reports that it is an investment
manager to TPG-Axon Partners, LP (TPG-Axon Domestic) and TPG-Axon Partners (Offshore),
Ltd. (TPG-Axon Offshore), has the power to direct the disposition and voting of the
shares held by TPG-Axon Domestic and TPG-Axon Offshore, and further that TPG-Axon Partners
GP, LP (PartnersGP) is the general partner of TPG-Axon Domestic and TPG-Axon GP, LLC
(GPLLC) is the general partner of PartnersGP and TPG-Axon Management. It further reports
that Dinakar Singh LLC (Singh LLC) is a Managing Member of GPLLC and that Mr. Dinakar
Singh, an individual, is the Managing Member of Singh LLC and in such capacity may be
deemed to control Singh LLC, GPLLC and TPG-Axon Management, and therefore may be deemed
the beneficial owner of the securities held by TPG-Axon Domestic and TPG-Axon Offshore. |
50
Directors
and Officers. The following table shows, as of April 24, 2009, the number of Terra common
shares owned by (i) each director; (ii) Terras chief executive officer (who is also a director);
(iii) the six other most highly-compensated executive officers; and (iv) all directors and
executive officers as a group.
|
|
|
|
|
|
|
Number of Common Shares |
|
Name |
|
Beneficially Owned(1) |
|
|
D.E. Fisher |
|
|
47,970 |
|
D.A. Fraser |
|
|
31,550 |
|
M.O. Hesse |
|
|
49,228 |
|
P.S. Janson |
|
|
20,000 |
|
J.R. Kroner |
|
|
20,100 |
|
D. McGlone |
|
|
18,100 |
|
H.R. Slack |
|
|
41,900 |
|
M.L. Bennett |
|
|
588,931 |
|
D.D. Greenwell |
|
|
83,460 |
|
J.D. Giesler |
|
|
115,634 |
|
J.W. Huey |
|
|
34,367 |
|
R.S. Sanders Jr. |
|
|
105,339 |
|
Directors and all executive officers as a group (17 persons) |
|
|
1,269,580 |
|
|
|
|
(1) |
|
Each director or executive officer has sole voting and investment
power over the shares shown as beneficially owned. Each director and
executive officer individually and beneficially owned less than one
percent, and the directors and executive officers as a group owned
1.27 percent of Terras issued and outstanding common shares as of the
date set forth above. These share numbers include ownership of
restricted common shares, which are subject to certain vesting
conditions, and shares held under Terras Employees Savings and
Investment Plan. |
Change in Control. Except for the unsolicited offer by CF Industries Holdings, Inc. to acquire all
of the Companys outstanding common shares, the Company is not aware of any arrangements, including
any pledge by any person of securities of the Company, the consummation or operation of which may
at a subsequent date result in a change of control of the Company.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We currently have the ability to make stock-based awards under our Stock Incentive Plan of 2002 and
our 2007 Omnibus Incentive Compensation Plan, which may consist of incentive stock options,
non-qualified stock options, stock appreciation rights, nonvested stock awards and other
stock-based awards. For more information on our equity compensation plans, see Note 16,
ShareBased Compensation, of the Notes to the Consolidated Financial Statements, included in Item
8, Financial Statements and Supplementary Data, of the Original Filing.
51
Equity Compensation Plan Information as of December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
Plan category |
|
Number of securities to be issued upon exercise of
outstanding options, warrants and rights |
|
Weighted-average
exercise price of outstanding options, warrants and rights |
|
Number of securities remaining available for future issuance under
equity compensation plans (excluding securities reflected in column (a)) |
Equity compensation
plans approved by
security holders |
|
|
-0- |
|
|
|
-0- |
|
|
|
3,999,834 |
|
Equity compensation
plans not approved
by security holders |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
Total |
|
|
-0- |
|
|
|
$-0- |
|
|
|
3,999,834 |
|
|
|
|
Item 13. |
|
Certain Relationships and Related Transactions, and
Director Independence. |
TRANSACTIONS WITH RELATED PERSONS
During 2008, the Company was engaged in no transactions, nor are any such transactions currently
proposed, in which a related party, as that term is defined in Title 17, Chapter II, Subpart
§229.404 of the Code of Federal Regulations, had or will have a direct or indirect material
interest and which involves an amount exceeding $120,000.
POLICIES AND PROCEDURES
The Audit Committee of the Board of Directors reviews all material transactions with any related
person as identified by management. Related persons include any of our directors, executive
officers, certain of our stockholders and immediate family members of any of the foregoing.
At its February 2008 meeting, the Audit Committee and Board of Directors adopted a written policy
for evaluating related person transactions. To identify related person transactions under such
policy, each year we submit and require our directors and officers to complete Director and Officer
Questionnaires identifying any transactions with us in which the officer or director or their
family members have an interest. Additionally, all material undertakings by the Company are
reviewed by management, with a view, in part, to identify if a related person is involved. Pursuant
to our policy, we periodically compile a list of related persons (Related Person List) based on
information gathered from responses to the Director and Officer Questionnaire along with
information concerning stockholders who beneficially own more than five percent (5%) of the voting
securities of Terra, and distribute the list to key members of management for review. Management is
instructed to review the Related Person List and promptly inform the General Counsel of any current
or proposed transactions with any person on the list. The General Counsel is to report to the Audit
Committee any potential related person transaction so identified. We review related person
transactions due to the potential for a conflict of interest. A conflict of interest occurs when an
individuals private interest interferes, or appears to interfere, in any way with the Companys
interest. Our Code of Business Conduct and Ethics requires all directors, officers and employees
who may have a potential or apparent conflict of interest to immediately notify our General
Counsel.
52
We expect our directors, officers and employees to act and make decisions that are in the Companys
best interests and encourage them to avoid situations which present a conflict between our
interests and their own personal interests. Our directors, officers and employees are prohibited
from taking any action that may make it difficult for them to perform their duties,
responsibilities and services to Terra in an objective and fair manner. The Nominating and
Corporate Governance Committee is charged with responsibility to bring before the Board of
Directors all requests for a waiver of the Companys Code of Ethics and Standards of Business
Conduct.
Information with regard to director independence set forth under the headings Corporate
Governance and Committees of the Board of Directors of this report is incorporated herein by
reference.
|
|
|
Item 14. |
|
Principal Accountant Fees and Services |
Principal Accountant Audit Fees and Services Fees
The table below describes fees for professional audit services rendered by Deloitte & Touche LLP,
Terras principal accountant, for the audit of Terras annual financial statements for the years
ended December 31, 2008 and December 31, 2007 and fees billed for other services rendered by
Deloitte & Touche during those periods. All such audit and other services, as well as related fees
for 2008, were approved in advance by the Audit Committee.
|
|
|
|
|
|
|
|
|
Type of Fee |
|
2008 |
|
|
2007 |
|
|
Audit Fees (1) |
|
$ |
1,359,397 |
|
|
$ |
1,411,841 |
|
Audit Related Fees (2) (4) |
|
|
146,980 |
|
|
|
253,261 |
|
|
Total Audit and Audit Related Fees |
|
|
1,506,377 |
|
|
|
1,665,102 |
|
|
Tax Fees (3) (4) |
|
|
462,443 |
|
|
|
305,621 |
|
All Other Fees (4) |
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,968,820 |
|
|
$ |
1,970,723 |
|
|
|
|
|
|
(1) |
|
Audit Fees, including those for statutory audits, include the aggregate fees paid by Terra during
the fiscal year indicated for professional services rendered by Deloitte & Touche for the audit of
Terras annual financial statements and review of financial statements included in Terras Form
10-Qs. |
|
(2) |
|
Audit Related Fees include the aggregate fees paid related to the audit of the Companys retirement,
savings and investment plans, and audit related procedures as a result of the GrowHow UK Limited
joint venture. |
|
(3) |
|
Tax Fees include the aggregate fees paid by Terra during the fiscal year indicated for professional
services rendered by the principal accountant for tax compliance, tax advice and tax planning. |
|
(4) |
|
The full amount of each such service and related fees was approved in advance by the Audit Committee. |
The Audit Committee has advised Terras Board of Directors that it has determined that the
non-audit services rendered by Terras independent registered accounting firm during Terras most
recent fiscal year are compatible with maintaining such auditors independence.
Audit Committee Pre-Approval Policies and Procedures
Pursuant to its charter, the Audit Committee is responsible for reviewing and approving, in
advance, any audit and any permissible non-audit engagement or relationship between Terra and its
independent auditors. Deloitte & Touches engagement to conduct the audit of Terras financial
statements included herein was approved by the Audit Committee on February 13, 2008. Additionally,
each permissible non-audit engagement or relationship
53
between Terra and services performed by Deloitte & Touche since May 2003 has been reviewed and
approved in advance by the Audit Committee, as provided in its charter.
54
Part IV
|
|
|
Item 15. |
|
Exhibits and Financial Statement Schedules |
|
|
|
(a) Documents Filed as a Part of this Report |
|
|
1. |
|
The consolidated financial statements required to be filed in our Annual Report on Form
10-K are included in Part II, Item 8 of the Original Filing. |
|
|
2. |
|
Index to Financial Statement Schedules, Reports and Consents |
See Index to Financial Statement Schedules of Terra and its subsidiaries at page
S-1 of the Original Filing.
|
3. |
|
Other Financial Statements |
Individual financial statements of the Companys 50% owned joint venture in
Trinidad, Point Lisas Nitrogen Limited (PLNL), accounted for on the equity
method, have been included because the equity investment constituted a
significant subsidiary in 2006. The PLNL financial statements are audited for
the year ended December 31, 2006 and unaudited for the years ended December 31,
2008 and 2007. Other 50% owned joint ventures accounted for on the equity basis
considered in the aggregate would not constitute a significant subsidiary.
Therefore, those financial statements have been omitted.
|
|
|
|
|
|
2
|
.1
|
|
Stock Purchase Agreement dated as of August 6, 2004 among Terra
Industries Inc., MissChem Acquisition Inc. and Mississippi
Chemical Corporation, filed as Exhibit 99.2 to Terra Industries
Inc.s Form 8-K dated August 9, 2004, is incorporated
herein by reference.
|
|
3
|
.1
|
|
Articles of Restatement of Terra Industries Inc. filed with the
State Department of Assessments and Taxation of Maryland on
August 3, 2005, restating the Charter of Terra Industries Inc.,
filed as Exhibit 3.3 to Terra Industries Inc.s Form 8-K
dated August 3, 2005, are incorporated herein by reference.
|
|
3
|
.2
|
|
Amended and Restated By-Laws of Terra Industries Inc., effective
as of August 3, 2005, filed as Exhibit 3.4 to Terra Industries
Inc.s Form 8-K, dated August 3, 2005, are incorporated
herein by reference.
|
55
|
|
|
|
|
|
3
|
.3
|
|
A Certificate of Correction to correct errors and omissions to
the August 3, 2005 Articles of Restatement for Terra Industries
Inc., as filed with the State Department of Assessments and
Taxation of Maryland on April 30, 2008, was included as Exhibit
99.1 to Terra Industries Inc.s Form 8-K dated May 5, 2008,
and is incorporated herein by reference.
|
|
3
|
.4
|
|
Certificate of Incorporation of Terra Capital, Inc. filed as
Exhibit 3.i.(a) to Terra Capital, Inc.s Registration
Statement filed on Form S-4 on November 13, 2001, is
incorporated herein by reference.
|
|
3
|
.5
|
|
By-Laws of Terra Capital, Inc. filed as Exhibit 3.ii.(a) to
Terra Capital, Inc.s Registration Statement filed on Form
S-4 on November 13, 2001, is incorporated herein by reference.
|
|
3
|
.6
|
|
Certificate of Incorporation of Terra Nitrogen GP Inc., filed as
Exhibit 3.2 to Terra Nitrogen Company, L.P.s Form 8-K
dated September 7, 2005, is incorporated herein by reference.
|
|
3
|
.7
|
|
By-Laws of Terra Nitrogen GP Inc., filed as Exhibit 3.3 to Terra
Nitrogen Company, L.P.s Form 8-K dated September 7, 2005,
are incorporated herein by reference.
|
|
4
|
.1
|
|
Indenture dated as of October 10, 2001 among Terra Capital,
Inc., certain guarantors and U.S. Bank National Association, as
trustee, including the form of note, filed as Exhibit 4.1 to
Terra Industries Inc.s Form 8-K dated October 10,
2001, is incorporated herein by reference.
|
|
4
|
.2
|
|
Amendment No. 1 to the Amended and Restated Credit Agreement
dated January 26, 2005, among Terra Capital, Inc., Mississippi
Chemical Corporation and Terra Nitrogen (U.K.) Limited
(collectively, Borrowers), Terra Industries Inc., Terra Capital
Holdings, Inc., the financial institutions from time to time
party thereto as issuing banks (Issuers) and Citicorp USA Inc.,
as administrative agent and collateral agent for Lenders and
Issuers, filed as Exhibit 4.3 to Terra Industries Inc.s
Form 10-Q for the fiscal quarter ended September 30, 2005, is
incorporated herein by reference.
|
|
4
|
.3
|
|
Amendment No. 2 to the Amended and Restated Credit Agreement
dated July 29, 2005, among Terra Capital, Inc., Terra
Mississippi Holdings Corp. (f/k/a Mississippi Chemical
Corporation) and Terra Nitrogen (U.K.) Limited (collectively,
Borrowers), Terra Industries Inc., Terra Capital Holdings, Inc.,
the Lenders party hereto and Citicorp USA Inc. as administrative
agent and collateral agent for the Lenders and Issuers, filed as
Exhibit 4.4 to Terra Industries Inc.s Form 10-Q for the
fiscal quarter ended September 30, 2005, is incorporated herein
by reference.
|
|
4
|
.4
|
|
Amendment No. 3 to the Amended and Restated Credit Agreement
dated October 30, 2006, among Terra Capital, Inc., Terra
Mississippi Holdings Corp. (f/k/a/ Mississippi Chemical
Corporation) and Terra Nitrogen (U.K.) Limited (collectively,
Borrowers), Terra Industries Inc., Terra Capital Holdings, Inc.,
the Lenders party hereto and Citicorp USA Inc. as administrative
agent and collateral agent for the Lenders and Issuers, filed as
Exhibit 4.1 to Terra Industries Inc.s Form 10-Q for the
fiscal quarter ended September 30, 2006, is incorporated herein
by reference.
|
56
|
|
|
|
|
|
4
|
.5
|
|
Amendment No. 4 to the Amended and Restated Credit Agreement
dated February 2, 2007, among Terra Capital, Inc., Terra
Mississippi Holdings Corp. (f/k/a Mississippi Chemical
Corporation) and Terra Nitrogen (U.K.) Limited (collectively,
Borrowers). Terra Industries Inc., Terra Capital Holdings, Inc.,
the Lenders party hereto and Citicorp USA Inc. as administrative
agent and collateral agent for the Lenders and Issuers, filed as
Exhibit 4.5 to Terra Industries Inc.s Form 10-K for the
year ended 2007, is incorporated by reference.
|
|
4
|
.6
|
|
Amendment No. 5 to the Amended and Restated Credit Agreement
dated July 11, 2007, among Terra Capital, Inc., Terra
Mississippi Holdings Corp. (f/k/a Mississippi Chemical
Corporation) and Terra Nitrogen (U.K.) Limited (collectively,
Borrowers), Terra Industries Inc., Terra Capital Holdings, Inc.,
the Lenders party hereto and Citicorp USA Inc. as administrative
agent and collateral agent for the Lenders and Issuers, filed as
Exhibit 4.6 to Terra Industries Inc.s Form 10-K for the
year ended 2007, is incorporated by reference.
|
|
4
|
.7
|
|
Amendment No. 6 to the Amended and Restated Credit Agreement
dated August 28, 2007, among Terra Capital, Inc., Terra
Mississippi Holdings Corp. (f/k/a Mississippi Chemical
Corporation) and Terra Nitrogen (U.K.) Limited (collectively,
Borrowers), Terra Industries Inc., Terra Capital Holdings, Inc.,
the Lenders party hereto and Citicorp USA Inc. as administrative
agent and collateral agent for the Lenders and Issuers, filed as
Exhibit 4.7 to Terra Industries Inc.s Form 10-K for the
year ended 2007, is incorporated by reference.
|
|
4
|
.8
|
|
Amendment No. 1 to the Credit Agreement dated July 29, 2005
among Terra Nitrogen, Limited Partnership (Borrower), Terra
Nitrogen Company, L.P., the Lenders party hereto and Citicorp
USA Inc. as administrative agent and collateral agent for the
Lenders and Issuers, filed as Exhibit 4.5 to Terra Industries
Inc.s Form 10-Q for the quarter ended September 30, 2005,
is incorporated herein by reference.
|
|
4
|
.9
|
|
Amendment No. 2 to the Credit Agreement dated February 2, 2007,
among Terra Nitrogen, Limited Partnership (Borrower), Terra
Nitrogen Company, L.P., the Lenders party hereto, and Citicorp
USA, Inc. as administrative agent and collateral agent for the
Lenders and Issuers, filed as Exhibit 4.8 to Terra Nitrogen
Company, L.P.s Form 10-K for the year ended December 31,
2007.
|
|
4
|
.10
|
|
Indenture dated May 21, 2003 between the Company, the guarantors
party hereto, and U.S. National Bank Association as Trustee,
with respect to the
111/2%
Second Priority Senior Secured Notes due 2010 (including the
form of
111/2%
Second Priority Senior Secured Notes), previously filed as
Exhibit 4.i to Amendment No. 1 to the Registrants
Registration Statement of Form S-4 filed on June 12, 2003 and
incorporated by reference herein, filed as Exhibit 4.6 to Terra
Industries Inc.s Form 10-Q for the quarter ended June 30,
2003, is incorporated herein by reference.
|
57
|
|
|
|
|
|
4
|
.11
|
|
Articles Supplementary of Terra Industries Inc. relating to the
Retirement of the Companys Trust Shares, filed as Exhibit
3.1 to Terra Industries Inc.s Form 8-K dated August 3,
2005, are incorporated herein by reference.
|
|
4
|
.12
|
|
Articles Supplementary of Terra Industries Inc. relating to the
Reclassification of the Companys Series B Cumulative
Redeemable Preferred Shares, filed as Exhibit 3.2 to Terra
Industries Inc.s Form 8-K August 3, 2005, are incorporated
herein by reference.
|
|
4
|
.13
|
|
Registration Rights Agreement dated as of October 7, 2004, among
Terra and Citigroup Global Markets Inc., as Representative of
the Initial Purchasers, filed as Exhibit 4.6 to Terras
Form S-3 dated January 4, 2005, is incorporated herein by
reference.
|
|
4
|
.14
|
|
Registration Rights Agreement, dated as of August 6, 2004, among
Terra Industries Inc., Taurus Investments S.A. and the other
shareholders named therein, filed as Exhibit 99.1 to
Terras Form 8-K dated August 16, 2004, is incorporated
herein by reference.
|
|
4
|
.15
|
|
Registration Rights Agreement, dated as of December 16, 2004,
among Terra Industries Inc. and the initial purchasers named
therein, filed as Exhibit 4.7 to Terras Form S-3/A filed
February 9, 2005, is incorporated by reference.
|
|
4
|
.16
|
|
Registration Rights Agreement, dated as of December 21, 2004,
among Terra Industries Inc., Värde Investment Partners,
L.P., Perry Principals Investments LLC, Citigroup Financial
Products, Inc., filed as Exhibit 4.7 to Terras Form S-3
dated March 17, 2005, is incorporated herein by reference.
|
|
4
|
.17
|
|
Registration Rights Agreement, dated as of February 2, 2007, by
and among Terra Capital, Inc., the guarantors named therein and
Citigroup Global Markets Inc., relating to the 7% Senior
Notes due 2017, filed as Exhibit 10.1 to Terra Industries
Inc.s Form 8-K dated February 6, 2007, is incorporated
herein by reference.
|
|
4
|
.18
|
|
Form of Indenture relating to the 4.25% Convertible
Subordinated Debentures, filed as Exhibit 4.7 to Terras
Form S-3 dated January 4, 2005, is incorporated herein by
reference.
|
|
4
|
.19
|
|
Purchase Agreement, dated October 7, 2004, among Terra
Industries Inc. and the initial purchasers named therein
relating to the sale of Terras 4.25% Series A Cumulative
Convertible Perpetual Preferred Shares, filed as Exhibit 1 to
Terras Form S-3 dated January 4, 2005, is incorporated by
reference.
|
|
4
|
.20
|
|
Purchase Agreement, dated as of January 25, 2007, by and among
Terra Capital, Inc., the guarantors named therein and Citigroup
Global Markets Inc., relating to the 7% Senior Notes due
2017, filed as Exhibit 10.1 to Terra Industries Inc.s Form
8-K dated January 30, 2007, is incorporated herein by reference.
|
58
|
|
|
|
|
|
4
|
.21
|
|
$150,000,000 Amended and Restated Credit Agreement dated as of
December 21, 2004, among Terra Capital, Inc., Terra Nitrogen
(U.K.) Limited, Mississippi Chemical Corporation, as Borrowers;
Terra Industries Inc. and Terra Capital Holdings, Inc., as
Guarantors; and the Lenders and Issuers Party thereto; and
Citicorp USA, Inc., as Administrative Agent and Collateral
Agent, Citigroup Global Markets Inc. as Lead Arranger and Sole
Book Runner, filed as Exhibit 4.18 to Terra Industries
Inc.s Form 10-K for the fiscal year ended December 31,
2004, is incorporated herein by reference.
|
|
4
|
.22
|
|
$50,000,000 Credit Agreement dated as of December 21, 2004 among
Terra Nitrogen, Limited Partnership, as Borrower; Terra Nitrogen
Company, L.P., as a Guarantor; and the Lenders and Issuers Party
thereto; and Citicorp USA, Inc., as Administrative Agent and
Collateral Agent; and Citigroup Global Markets Inc., as Lead
Arranger and Sole Book Runner, filed as Exhibit 4.19 to Terra
Industries Inc.s Form 10-K for the fiscal year ended
December 31, 2004, is incorporated herein by reference.
|
|
4
|
.23
|
|
Third Supplement to Indenture, dated as of January 29, 2007, by
and among Terra Capital, Inc., the guarantors named therein and
U.S. Bank National Association, as trustee, with respect to the
127/8% Senior
Secured Notes due 2008, filed as Exhibit 4.1 to Terra Industries
Inc.s Form 8-K dated January 30, 2007, is
incorporated herein by reference.
|
|
4
|
.24
|
|
Third Supplement to Indenture, dated as of January 29, 2007, by
and among Terra Capital, Inc., the guarantors named therein and
U.S. Bank National Association, as trustee, with respect to the
11
1/2%
Second Priority Senior Secured Notes due 2010, filed as Exhibit
4.2 to Terra Industries Inc.s Form 8-K dated January
30, 2007, is incorporated herein by reference.
|
|
4
|
.25
|
|
Indenture, dated February 2, 2007, by and among Terra Capital,
Inc., Terra Industries Inc., the guarantors named therein and
U.S. Bank National Association, as trustee, relating to the
7% Senior Notes due 2017, filed as Exhibit 4.1 to Terra
Industries Inc.s Form 8-K dated February 6, 2007, is
incorporated herein by reference.
|
|
4
|
.26
|
|
First Supplemental Indenture, dated January 9, 2008, by and
among Terra Capital, Inc., Terra Industries Inc., Terra
Environmental Technologies, Inc., the existing guarantors named
therein and U.S. Bank National Association, as trustee filed as
Exhibit 4.1 to Terra Industries Inc.s Form 8-K dated
January 10, 2008, is incorporated herein by reference.
|
|
10
|
.1.1
|
|
Excess Benefit Plan of Terra Industries Inc., as amended and
restated effective as of January 1, 2008, was included as
Exhibit 10.1 to Terra Industries Inc.s Form 10-Q filed
with the Securities and Exchange Commission on April 29, 2008,
and is incorporated herein by reference.
|
|
10
|
.1.2
|
|
Terra Industries Inc. Supplemental Deferred Compensation Plan
effective as of December 20, 1993 filed as Exhibit 10.1.9 to
Terra Industries Inc.s Form 10-K for the year ended
December 31, 1993, is incorporated herein by reference.
|
59
|
|
|
|
|
|
10
|
.1.3
|
|
Amendment No. 1 to the Terra Industries Inc. Supplemental
Deferred Compensation Plan, filed as Exhibit 10.1.15 to Terra
Industries Form 10-Q for the quarter ended June 30, 1995,
is incorporated herein by reference.
|
|
10
|
.1.4
|
|
Amendment No. 2 to the Terra Industries Inc. Supplemental
Deferred Compensation Plan, dated July 26, 2000, filed as
Exhibit 10.1.8.a to the Terra Industries Inc.s Form 10-K
for the year ended December 31, 2000, is incorporated herein by
reference.
|
|
10
|
.1.5*
|
|
Amendment No. 3 to the Terra Industries Inc. Supplemental
Deferred Compensation Plan, dated March 29, 2002.
|
|
10
|
.1.6*
|
|
Amendment No. 4 to the Terra Industries Inc. Supplemental
Deferred Compensation Plan, dated December 29, 2004.
|
|
10
|
.1.7
|
|
Terra Industries Inc. Stock Incentive Plan of 2002, filed as
Exhibit 10.1.18 to Terra Industries Inc.s Form 10-K for
the year ended December 31, 2001, is incorporated herein by
reference.
|
|
10
|
.1.8
|
|
Form of Restricted Stock Award to Non-Employee Directors under
the Terra Industries Inc. Stock Incentive Plan of 2002, filed as
Exhibit 10.1.23 to Terra Industries Inc.s Form 10-K for
the year ended December 31, 2002, is incorporated herein by
reference.
|
|
10
|
.1.9
|
|
Form of Restricted Stock Award to Officers and Other Key
Employees under Terra Industries Inc. Stock Incentive Plan of
2002, filed as Exhibit 10.1.24 to Terra Industries Inc.s
Form 10-K for the year ended December 31, 2002, is incorporated
herein by reference.
|
|
10
|
.1.10
|
|
Revised Form of Restricted Stock Award of Terra Industries Inc.
under its Stock Incentive Plan of 2002, filed as Exhibit 10.9 to
Terra Industries Inc.s Form 10-Q for the fiscal quarter
ended September 30, 2005, is incorporated herein by reference.
|
|
10
|
.1.11
|
|
Form of Long-Term Incentive Award for Time and Performance Based
Shares of Terra Industries Inc. under its Stock Incentive Plan
of 2002, filed as Exhibit 10.10 to Terra Industries Inc.s
10-Q for the fiscal quarter ended September 30, 2005, is
incorporated herein by reference.
|
|
10
|
.1.12
|
|
Form of Long-Term Incentive Award for Phantom Time and
Performance Based Shares of Terra Industries Inc. under its
Stock Incentive Plan of 2002, filed as Exhibit 10.11 to Terra
Industries Inc.s Form 10-Q for the fiscal quarter ended
September 30, 2005, is incorporated herein by reference.
|
|
10
|
.1.13
|
|
Form of Long-Term Incentive Award for Performance Shares of
Terra Industries Inc. under its Stock Incentive Plan of 2002
filed as Exhibit 10.1.23 to Terra Industries Inc.s Form
10-K for the year ended 2005, is incorporated by reference.
|
60
|
|
|
|
|
|
10
|
.1.14
|
|
Form of Long-Term Incentive Award for Phantom Performance Shares
of Terra Industries Inc. under its Stock Incentive Plan of 2002
filed as Exhibit 10.1.24 to Terra Industries Inc.s Form
10-K for the year ended 2005, is incorporated by reference.
|
|
10
|
.1.15
|
|
Form of Indemnity Agreement of Terra Industries Inc., filed as
Exhibit 10.1 to Terra Industries Inc.s Form 8-K dated July
7, 2006, is incorporated by reference.
|
|
10
|
.1.16
|
|
Form of Unrestricted Annual Share Award to Non-Employee
Directors under the Terra Industries Inc. Stock Incentive Plan
of 2002, filed as Exhibit 99.1 to Terra Industries Inc.s
Form 8-K dated August 10, 2006, is incorporated herein by
reference.
|
|
10
|
.1.17
|
|
Employment Severance Agreement between Terra Industries Inc. and
Michael L. Bennett dated October 5, 2006, filed as Exhibit 10.1
to Terra Industries Inc.s Form 8-K dated October 5, 2006,
is incorporated herein by reference.
|
|
10
|
.1.18
|
|
Form of Employment Severance Agreement for Section 16(b)
Executive Officers, filed as Exhibit 10.2 to Terra Industries
Inc.s Form 8-K dated October 5, 2006, is incorporated
herein by reference.
|
|
10
|
.1.19
|
|
Amendment to Employment Severance Agreement between Terra
Industries Inc. and Mark A. Kalafut dated October 6, 2006, filed
as Exhibit 10.1 to Terra Industries Inc.s Form 8-K dated
October 6, 2006 is incorporated herein by reference.
|
|
10
|
.1.20
|
|
2007 Omnibus Incentive Compensation Plan, adopted by the board
of directors of Terra Industries Inc. (Terra) and subsequently
approved by its stockholders at the annual meeting of Terra on
May 8, 2007, reported on Terras Form 8-K filed May 10,
2007 and attached as Appendix A to Terras Proxy Statement
on Schedule 14A filed with the Securities and Exchange
Commission on March 15, 2007, is incorporated herein by
reference.
|
|
10
|
.1.21
|
|
Amendment Number One to Employment Severance Agreement, filed as
Exhibit 10.1.31 to Terra Industries Inc.s Form 10-K for
the year ended 2007, is incorporated by reference.
|
|
10
|
.1.22
|
|
Amendment to Restricted Share Agreement, filed as Exhibit
10.1.32 to Terra Industries Inc.s Form 10-K for the year
ended 2007, is incorporated by reference.
|
|
10
|
.1.23
|
|
Amendment to Performance Share Award Agreement, filed as Exhibit
10.1.33 to Terra Industries Inc.s Form 10-K for the year
ended 2007, is incorporated by reference..
|
|
10
|
.1.24
|
|
Amendment to Terra Long Term Incentive Award dated October 23,
2007, for former Terra, now GrowHow UK Limited joint venture
employees, filed as Exhibit 10.1.34 to Terra Industries
Inc.s Form 10-K for the year ended 2007, is incorporated
by reference.
|
|
10
|
.1.25
|
|
Form of Phantom Performance Share Award agreement of February
2008, filed as Exhibit 10.1 to Terra Industries Inc.s Form
10-Q dated July 25, 2008, is incorporated herein by reference.
|
61
|
|
|
|
|
|
10
|
.1.26
|
|
Form of Performance Share Award agreement as of February 2008,
filed as Exhibit 10.2 to Terra Industries Inc.s Form 10-Q
dated July 25, 2008, is incorporated herein by reference.
|
|
10
|
.2
|
|
First Amended and Restated Agreement of Limited Partnership of
Terra Nitrogen, Limited Partnership dated September 1, 2005,
filed as Exhibit 10.3 to Terra Nitrogen Company, L.P.s
Form 8-K dated September 7, 2005, is incorporated herein by
reference.
|
|
10
|
.3
|
|
General and Administrative Services Agreement regarding Services
by Terra Industries Inc. filed as Exhibit 10.11 to Terra
Industries Inc. Form 10-Q for the quarter ended March 31, 1995,
is incorporated herein by reference.
|
|
10
|
.4
|
|
Amendment No. 1 to the General and Administrative Service
Agreement regarding Services by Terra Industries Inc. dated
September 1, 2005, filed as Exhibit 10.4 to the Terra Nitrogen
Company, L.P.s Form 8-K dated September 7, 2005, is
incorporated herein by reference.
|
|
10
|
.5
|
|
Amendment No. 1 to the General and Administrative Services
Agreement regarding Services by Terra Nitrogen Corporation dated
September 1, 2005, filed as Exhibit 10.5 to Terra Nitrogen
Company, L.P.s Form 8-K dated September 7, 2005, is
incorporated herein by reference.
|
|
10
|
.6
|
|
Amended and Restated General and Administrative Services
Agreement between Terra Industries Inc., Terra Nitrogen
Corporation, and Terra Nitrogen GP Inc., dated October 23, 2007,
filed as Exhibit 10.1 to Terra Nitrogen Company, L.P.s
Form 10-Q filed on October 29, 2007, is incorporated herein by
reference.
|
|
10
|
.7
|
|
Reorganization Agreement among Terra Nitrogen Company, L.P.,
Terra Nitrogen, Limited Partnership and Terra Nitrogen
Corporation dated September 1, 2005, filed as Exhibit 10.1 to
Terra Nitrogen Company, L.P.s Form 8-K dated September 7,
2005, is incorporated herein by reference.
|
|
10
|
.8
|
|
Conveyance, Assignment and Assumption Agreement by and between
Terra Nitrogen Corporation and Terra Nitrogen GP Inc. dated
September 1, 2005, filed as Exhibit 10.2 to Terra Nitrogen
Company, L.P.s Form 8-K dated September 7, 2005, is
incorporated herein by reference.
|
|
10
|
.9
|
|
Sale of Business Agreement dated November 20, 1997 between
ICI Chemicals & Polymers Limited, Imperial Chemical
Industries PLC, Terra Nitrogen (U.K.) Limited (f/k/a Terra
Industries Limited) and Terra Industries Inc. filed as
Exhibit 2 to Terra Industries Inc.s Form 8-K/A dated
December 31, 1997, is incorporated herein by reference.
|
|
10
|
.10
|
|
Ammonium Nitrate Agreement dated December 31, 1997 between Terra
International (Canada) Inc and ICI Chemicals & Polymers
Limited filed as Exhibit 99 to Terra Industries Inc.s Form
8-K/A dated December 31, 1997, is incorporated herein by
reference.
|
|
10
|
.11
|
|
Asset Sale and Purchase Agreement dated as of May 3, 1999 by and
between Terra Industries Inc. and Cenex/Land OLakes
Agronomy Company, filed as Exhibit 10.12 to Terra
Industries Form 8-K dated May 3, 1999, is incorporated
herein by reference.
|
62
|
|
|
|
|
|
10
|
.12
|
|
Asset Purchase and Methanol Exclusivity Agreement among Terra
Industries Inc., BMC Holdings Inc., and Methanex Methanol
Company dated December 15, 2003, filed as Exhibit 10.9 to
Terra Industries Form 10-K for the year ended December 31,
2003, is incorporated herein by reference.
|
|
10
|
.12.1
|
|
Services Agreement among Terra Industries Inc., BMC Holdings
Inc., and Methanex Methanol Company dated December 15, 2003
included as Schedule E to Exhibit 10.2 herein, filed as Exhibit
10.9.1 to Terra Industries Inc.s Form
10-K for the
year ended December 31, 2003, is incorporated herein by
reference.
|
|
10
|
.13
|
|
First Amendment to Asset Purchase and Methanol Exclusivity
Agreement dated February 20, 2004, filed as Exhibit 10.10 to
Terra Industries Inc.s Form 10-K for the year ended
December 31, 2003, is incorporated herein by reference.
|
|
10
|
.14
|
|
Warrant Agreement dated December 21, 2004 among Terra Industries
Inc., Perry Principals Investments LLC, Citigroup Financial
Products Inc. and Värde Investment Partners, L.P., filed as
Exhibit 10.11 to Terra Industries Inc.s Form 10-K for the
year ended December 31, 2004, is incorporated herein by
reference.
|
|
10
|
.15
|
|
Ammonium Nitrate Supply Agreement between Terra Mississippi
Nitrogen, Inc. and Orica USA Inc. dated July 21, 2005, filed as
Exhibit 10.7 to Terra Industries Inc.s Form 10-Q for the
fiscal quarter ended September 30, 2005, is incorporated herein
by reference.
|
|
10
|
.16
|
|
Conversion Agreement by and between Terra Mississippi Nitrogen,
Inc. and Orica USA Inc. dated July 21, 2005, filed as exhibit
10.8 to Terra Industries Inc. Form 10-Q for the fiscal quarter
ended September 30, 2005, is incorporated herein by reference.
|
|
10
|
.17
|
|
Option Agreement, dated as of July 18, 2007, by and between
Terra Industries Inc. and Eastman Chemical Company, filed as
Exhibit 10.1 to Terra Industries Inc.s Form 8-K dated July
23, 2007, is incorporated herein by reference.
|
|
10
|
.18
|
|
Joint Venture Contribution Agreement, dated September 14, 2007,
by and among GrowHow UK Limited, Terra International (Canada),
Inc., Kemira GrowHow Oyj and Terra Industries Inc., filed as
Exhibit 10.1 to Terra Industries Inc.s Form 10-Q dated
October 29, 2007, is incorporated herein for reference.
|
|
10
|
.19
|
|
Shareholders Agreement, dated September 14, 2007, by and
among Kemira GrowHow Oyj, Terra International (Canada), Inc.,
Terra Industries Inc and GrowHow UK Limited filed as Exhibit
10.2 to Terra Industries Inc.s Form 10-Q dated
October 29, 2007, is incorporated herein for reference.
|
|
10
|
.20
|
|
Consulting and Non-Competition Agreement between Terra
Industries Inc. and Francis G. Meyer dated April 1, 2008, filed
as Exhibit 10.1 to Terra Industries Inc.s Form 8-K dated
April 1, 2008, is incorporated herein by reference.
|
|
12
|
.1*
|
|
Ratio of Earnings to Financial Charges
|
|
21
|
.1*
|
|
Subsidiaries of Terra Industries Inc.
|
63
|
|
|
|
|
|
23
|
.1*
|
|
Consent of Deloitte & Touche LLP
|
|
31
|
.1**
|
|
Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
|
|
31
|
.2**
|
|
Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
|
|
32
|
.1**
|
|
Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
|
|
32
|
.2**
|
|
Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
|
|
99*
|
|
|
Financial Statements for Point Lisas Nitrogen Limited for the
years ended December 31, 2008, 2007 and 2006.
|
|
|
|
* |
|
Filed in connection with the Original Filing. |
** |
|
Filed herewith. |
|
|
|
|
|
Confidential treatment has been requested for portions of this
document. |
Exhibits 10.1.1 through 10.1.26 are management contracts or
compensatory plans or arrangements.
64
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized.
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|
|
|
|
|
TERRA INDUSTRIES INC.
|
|
Date: April 28, 2009 |
By: |
/s/ DANIEL D. GREENWELL
|
|
|
|
Daniel D. Greenwell |
|
|
|
Senior Vice President and Chief Financial
Officer and a duly authorized signatory
(Principal Financial Officer and Principal Accounting Officer) |
|
|
65