www.sec.gov/Archives/edgar/data/918999/0000950137-03-00 -
[Cached Version]
Published on: 9/23/2003
Last Visited: 10/28/2003
John M. Casper
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John M. Casper Senior Vice President - Finance and Chief Financial Officer
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Mr. Casper has served as our Senior Vice President - Finance and Chief Financial Officer since January 22, 2001.Mr. Casper served from July 1997 until January 2001 as an independent financial consultant to small family-owned companies.From February 1994 to July 1997, Mr. Casper was Vice President and Chief Financial Officer of Petrolite Corporation, a specialty chemical manufacturer supplying the oil field market.From 1987 to February 1994, Mr. Casper was Executive Vice President-International and Chief Financial Officer of Mitek, Inc.
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John M. Casper
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Perkins and Casper in fiscal 2002 were in recognition of the special efforts each of them made in connection with our financial recapitalization transaction and corporate restructuring.
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The bonus paid to Mr. Casper in fiscal 2001 was pursuant to a recommendation by the Executive Compensation and Development Committee of our Board of Directors.
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DT INDUSTRIES INC contributions were $7,125, $14,140 and $1,800 for Mr. Perkins in 2001, 2002 and 2003, respectively; $2,560, $9,759 and $4,275 for Mr. Casper in 2001, 2002 and 2003, respectively; and $11,835, $8,178 and $4,525 for Mr. Schott in 2001, 2002 and 2003, respectively.
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The term life insurance premiums were $280, $297 and $174 for Mr. Perkins in 2001, 2002 and 2003, respectively; $210, $297 and $174 for Mr. Casper in 2001, 2002 and 2003, respectively; and $420, $261 and $174 for Mr. Schott in 2001, 2002 and 2003, respectively.
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(9) Includes $38,711 paid to Mr. Casper to reimburse him for expenses incurred in connection with his relocation to Dayton, Ohio and for taxes related to such reimbursement. (10) The amount shown represents the fair market value of the restricted stock award as of the date of grant.As of June 29, 2003, Mr. Casper held 30,000 shares of restricted stock with an aggregate market value of $70,500.During the fiscal year ended June 30, 2002, Mr. Casper was awarded 20,000 shares of restricted stock, 5,000 shares of which vested on each of September 12, 2002 and September 12, 2003, and 5,000 shares of which will vest on each of September 12, 2004 and September 12, 2005.During the fiscal year ended June 24, 2001, Mr. Casper was awarded 10,000 shares of restricted stock, 2,500 shares of which vested on each of January 22, 2002 and January 22, 2003, and 2,500 shares of which will vest on each of January 23, 2004 and January 22, 2005.Dividends will be paid on such shares of restricted stock if and when the Board pays dividends on our Common Stock.
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John M. Casper and John F. Schott
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In January 2001, DT INDUSTRIES INC entered into a two-year employment agreement with Mr. Casper, our Chief Financial Officer and Executive Vice President-Finance, and in May 2001, DT INDUSTRIES INC entered into a nearly identical two-year employment agreement with Mr. Schott, then our Chief Operating Officer and now President of our combined Detroit Tool and Engineering and Precision Assembly operations.
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The respective employment agreements provide for an annual base salary of at least $250,000 and $235,008 for Mr. Casper and Mr. Schott, respectively.
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The employment agreements also provide that Mr. Casper and Mr. Schott are each entitled to receive benefits and perquisites that are made available to all senior executives.
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Further, subject to the provisions of the change of control agreements described below, if DT INDUSTRIES INC terminate the employment of Mr. Casper or Mr. Schott for any reason other than death, disability or cause, or if they voluntarily terminate their employment for good reason, the agreements provide that they will be entitled to receive their base salary and certain benefits for at least one year.
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In January 2001, DT INDUSTRIES INC also entered into a change of control agreement with Mr. Casper, and in May 2001, DT INDUSTRIES INC entered into a nearly identical change of control agreement with Mr. Schott.
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The respective change of control agreements provide that the employment of Mr. Casper and Mr. Schott will continue for at least two years after a change of control.
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John M. Casper
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The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement of DT Industries, Inc. (the "Company"), each dated October , 2003, and the Annual Report for the Fiscal Year ended June 29, 2003, and appoints JOHN M. CASPER with full power of substitution, the proxy and true and lawful attorney-in-fact of the undersigned to vote all shares of stock of said Company which the undersigned is entitled to vote at the 2003 Annual Meeting of the Stockholders of DT INDUSTRIES INC to be held at DT INDUSTRIES INC's corporate headquarters, 907 W. Fifth Street, Dayton, Ohio 45407, on October 29, 2003, at 10:00 a.m., Eastern Standard Time and at any adjournment thereof, with the same effect as if the undersigned were present and voting such shares on the following matters and in the following manner:
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