Mr. David A. Segal

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  www.crmz.com/Report/ReportPreview.asp?BusinessId=5371 - [Cached Version]
  Published on: 6/15/2008    Last Visited: 6/15/2008  

  David A. Segal
  Chairman of the Board, Chief Executive Officer, Chief Financial Officer
  EXX Inc.

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  www.sec.gov/Archives/edgar/data/89261/0001068800-06-000 - [Cached Version]
  Published on: 1/13/2006    Last Visited: 1/14/2006  

  0000932946 SEGAL DAVID A EXX INC 1350 EAST FLAMINGO ROAD, SUITE 689 LAS VEGAS NV 89119 1 1 1 0 Chairman, CEO and CFO

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  knobias.10kwizard.com/filing.php?repo=tenk&ipage=484219 - [Cached Version]
  Published on: 4/25/2007    Last Visited: 4/25/2007  

  This following discussion and analysis covers the material elements of the compensation and benefit programs for our executive officer David A Segal who is identified in the Summary Compensation Table as the Named Executive Officer.Due to the nature of Mr. Segal's controlling ownership of the Company, he is the only executive officer.He has two employment contracts with the Company, one with EXX and one with Newcor, Inc.Mr. Segal's contract with EXX contract was originally signed in 1994 with a 10 year duration, and has a five year option which was renewed in 2004.The Newcor contract was executed in 2001 with a 10 year term renewable for successive 10 year periods.The contract was amended to provide for successive three year renewal periods starting in 2003 by the Creditors Committee in connection with Newcor's bankruptcy filing in 2002.The Newcor contract was renewed in 2006 at Mr. Segal's option.
  
  While the original compensation arrangements under each of the above noted contracts were not under the direction of the Compensation Committee, the Committee periodically reviews the terms of these contracts to determine the reasonableness of the amounts paid or accrued to Mr. Segal in conjunction with these contracts.The Committee reviews information regarding compensation programs of comparable sized companies, background of individuals employed as the named executive officers, scope of position responsibilities, direct position reports and the compensation arrangements in force to accomplish these other company goals.On an ongoing basis, the Compensation Committee continues to review Mr. Segal's compensation to determine it remains in line with other comparable companies.Prior to the expiration of Mr. Segal's EXX contract in 2009, the Compensation Committee will develop formal criteria and benchmarks with respect to the terms of a new contract with Mr. Segal.
  ...
  As noted in the Summary Compensation Table and the discussion above, Mr. Segal is paid two salaries, one as the CEO of EXX and the other as the CEO of Newcor.Mr. Segal's base salary is set forth in his employment agreements with EXX and Newcor.Under the EXX agreement, Mr. Segal's base compensation is $300,000 per year with annual increases based on a Consumer Price Index formula.Under the Newcor agreement, Mr. Segal's base compensation is $500,000 per year with annual increases based on a Consumer Price Index Formula.
  
  The Committee in its ongoing review has noted that Mr. Segal spends full time functioning as the CEO of both organizations.His work duties include working sometimes seven days a week in providing the leadership necessary to manage the companies.He utilizes a hands-on approach to running each of the businesses and their subsidiaries.The organizational structure of both EXX and Newcor provides that the managers and controllers of each subsidiary of each organization report directly to Mr. Segal, operating both as the CEO and the CFO.Mr. Segal directs and controls the marketing, costs, budgets, cash management, banking relationships, inventory maintenance and controls, insurance (liability, property and employee programs), personnel policies and capital expenditures and handles negotiations for acquisitions and sales as well as reviewing the tax implications of each of the transactions as part of his hands-on responsibilities.
  
  In evaluating the reasonableness of the salaries paid to Mr. Segal, the Committee noted that during 2006, as to EXX Mr. Segal has (i) maintained profit levels, (ii) trimmed operating costs, (iii) provided inventory control guidance, (iv) combined administrative functions, and (v) reviewed and analyzed potential acquisition candidates.In addition, the Committee noted that during 2006, as to Newcor Mr. Segal has (i) increased profit levels, (ii) trimmed administrative and operating costs, (iii) provided inventory control guidance, (iv) arranged to sell a division of a subsidiary, (v) arranged to sell real estate of a subsidiary advantageously, and (vi) reduced long-term debt levels.
  
  9
  
  In addition, the Committee has reviewed with Mr. Segal, his programs, goals and expectations as regards his compensation for both EXX and Newcor for the short, mid term and long term periods.In connection with Mr. Segal's compensation, the Committee has also considered (i) enhancement of stockholder value (ii) continuity of market share (iii) employee relations (iv) conformity with applicable governmental regulations and (v) overall feedback from both employees, the marketplace and the public.
  
  Bonus
  
  Mr. Segal's contracts provide for a bonus from both EXX and Newcor.The EXX bonus is computed as 5% of the annual operating profit of EXX excluding Newcor's operating profit.This amount is payable annually.Mr. Segal earned $105,000 as a bonus based on the net income of EXX in 2006
  
  Mr. Segal's bonus at Newcor is also computed at 5% of the annual operating profit of Newcor.However, under terms of his amended contract as mandated by the Creditors Committee during the Newcor Bankruptcy in 2002, Mr. Segal must defer the bonus until 91 days after complete payment of all the outstanding Newcor Senior Subordinated Notes.There are currently $12,553,000 of these notes outstanding.Mr. Segal earned $343,000 as a bonus based on the formula in 2006.The payment of such bonus to Mr. Segal is being deferred as noted above.
  
  In determining the reasonableness of the bonuses either paid or accrued to Mr. Segal for 2006, the Committee reviewed the underlying components of the profits that generated the bonuses.As to EXX, the Committee noted: (i) the profits were generated by constant cost controls of the operating subsidiaries, (ii) the profits were maintained by reviewing and controlling the constant day to day changes in the market place that impacted on profit, (iii) management at each of the subsidiaries was rewarded for assisting in the maintenance and growth of their own operations.As to Newcor, the Committee noted: (i) the profits rose substantially in 2006, due to the efforts of Mr. Segal in controlling the effects of changes in the market place that impacted profit, (ii) assets were channeled for the best return on investment which resulted in a substantial reduction in interest costs on the Newcor long-term debt, and (iii) management at each of the subsidiaries was rewarded for assisting in the maintenance and growth of their own operations.
  
  Long-Term Equity Incentives
  
  The Compensation Committee believes that equity ownership plays an important role in aligning the interests of the executive officers with the shareholders of the Company.Mr. Segal owns more than 50% of the Class B common stock which votes for two thirds of the Board of Directors, and therefore has effective voting control of EXX.In light of Mr. Segal's significant stock ownership, the Compensation Committee has not provided any additional long-term equity incentives to Mr. Segal in 2006.In 2003, Mr. Segal received options to purchase an aggregate of 1,900,000 shares of the Company's Class A common stock and options to purchase an aggregate of 100,000 shares of the Company's Class B common stock.In addition, he received a performance award of 250,000 shares of Class B common stock.These stock option grants and performance award were approved by the Compensation Committee, independent EXX directors and by the shareholders of EXX.The performance award was provided to Mr. Segal in payment for his efforts in acquiring Newcor.
  
  Retirement, Health and Welfare and Other Benefits
  
  Death Benefits
  
  Mr. Segal's contract with Newcor specifies that upon his death the Company shall pay to Mr. Segal's beneficiary, within thirty (30) days of his death, an amount equal to or the lesser of ten (10) times Mr. Segal's base salary (as in effect as of the date of death) or Mr. Segal's base salary through the balance of the term of the agreement, plus an additional amount equal to the greater of (i) three (3) times Mr. Segal's bonus for the previous year or (ii) the average of Mr. Segal's bonus for each of the three (3) years immediately preceding the date of death.
  
  Disability Payments
  
  During the first six (6) months of a disability as defined, Mr. Segal will be entitled to receive his regularly established salary and bonus, less any monthly disability income insurance payments.
  
  Life Insurance
  
  Mr. Segal has a group life insurance contract through a subsidiary of EXX for a sum of $300,000.In addition, Mr. Segal has a group life insurance contract through Newcor for a total of $800,000
  
  10
  
  Pension Benefits
  
  Mr. Segal is fully vested in a frozen EXX plan which provides benefits of $395 per month.The present value of benefits at 1/1/06 was $39,560.The present value of benefits at the end of the year was $41,171.In addition, Mr. Segal is fully vested in a frozen Newcor plan which provides benefits of $418 per month.The present value of benefits at 1/1/06 was $62,295.The present value of benefits at the end

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  www.sec.gov/Archives/edgar/data/89261/0001193125-07-234 - [Cached Version]
  Published on: 11/5/2007    Last Visited: 11/6/2007  

  Fishman, Perlmutter, Remington and Segal were re-elected directors by the Stockholders at the most recent annual meeting of Stockholders.
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  Fishman, Remington and Segal have been nominated as Class B directors.
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  David A. Segal (4)
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  Mr. Segal has been Chairman of the Board, Chief Executive Officer and Chief Financial Officer of EXX for more than the past five years.Previously, Mr. Segal was Chairman of the Board and Chief Executive Officer of SFM Corp.
  
  (5) Includes presently exercisable options to purchase 1,900,000 Class A shares and 100,000 Class B shares of common stock granted by the Company to Mr. Segal.
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  The undersigned hereby constitutes and appoints David A. Segal his true and lawful agent and proxy, with full power of substitution, to vote, as designated below, all shares of stock that the undersigned is entitled to vote at the annual meeting of Stockholders of EXX INC to be held at the office of Rothstein, Kass & Co., P.C., 4 Becker Farm Road, 2nd Floor, Roseland, New Jersey at 2:00 p.m. on Monday, December 10, 2007 and at any adjournments thereof, on all matters coming before said meeting.

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  knobias.10kwizard.com/filing.php?repo=tenk&ipage=484219 - [Cached Version]
  Published on: 4/25/2007    Last Visited: 4/25/2007  

  This following discussion and analysis covers the material elements of the compensation and benefit programs for our executive officer David A Segal who is identified in the Summary Compensation Table as the Named Executive Officer.Due to the nature of Mr. Segal's controlling ownership of the Company, he is the only executive officer.He has two employment contracts with the Company, one with EXX and one with Newcor, Inc.Mr. Segal's contract with EXX contract was originally signed in 1994 with a 10 year duration, and has a five year option which was renewed in 2004.The Newcor contract was executed in 2001 with a 10 year term renewable for successive 10 year periods.The contract was amended to provide for successive three year renewal periods starting in 2003 by the Creditors Committee in connection with Newcor's bankruptcy filing in 2002.The Newcor contract was renewed in 2006 at Mr. Segal's option.
  
  While the original compensation arrangements under each of the above noted contracts were not under the direction of the Compensation Committee, the Committee periodically reviews the terms of these contracts to determine the reasonableness of the amounts paid or accrued to Mr. Segal in conjunction with these contracts.The Committee reviews information regarding compensation programs of comparable sized companies, background of individuals employed as the named executive officers, scope of position responsibilities, direct position reports and the compensation arrangements in force to accomplish these other company goals.On an ongoing basis, the Compensation Committee continues to review Mr. Segal's compensation to determine it remains in line with other comparable companies.Prior to the expiration of Mr. Segal's EXX contract in 2009, the Compensation Committee will develop formal criteria and benchmarks with respect to the terms of a new contract with Mr. Segal.
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  As noted in the Summary Compensation Table and the discussion above, Mr. Segal is paid two salaries, one as the CEO of EXX and the other as the CEO of Newcor.Mr. Segal's base salary is set forth in his employment agreements with EXX and Newcor.Under the EXX agreement, Mr. Segal's base compensation is $300,000 per year with annual increases based on a Consumer Price Index formula.Under the Newcor agreement, Mr. Segal's base compensation is $500,000 per year with annual increases based on a Consumer Price Index Formula.
  
  The Committee in its ongoing review has noted that Mr. Segal spends full time functioning as the CEO of both organizations.His work duties include working sometimes seven days a week in providing the leadership necessary to manage the companies.He utilizes a hands-on approach to running each of the businesses and their subsidiaries.The organizational structure of both EXX and Newcor provides that the managers and controllers of each subsidiary of each organization report directly to Mr. Segal, operating both as the CEO and the CFO.Mr. Segal directs and controls the marketing, costs, budgets, cash management, banking relationships, inventory maintenance and controls, insurance (liability, property and employee programs), personnel policies and capital expenditures and handles negotiations for acquisitions and sales as well as reviewing the tax implications of each of the transactions as part of his hands-on responsibilities.
  
  In evaluating the reasonableness of the salaries paid to Mr. Segal, the Committee noted that during 2006, as to EXX Mr. Segal has (i) maintained profit levels, (ii) trimmed operating costs, (iii) provided inventory control guidance, (iv) combined administrative functions, and (v) reviewed and analyzed potential acquisition candidates.

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  www.sec.gov/Archives/edgar/data/89261/0001193125-04-074 - [Cached Version]
  Published on: 4/29/2004    Last Visited: 7/28/2004  

  The undersigned hereby constitutes and appoints David A. Segal his true and lawful agent and proxy, with
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  Nominees, Jerry Fishman, Frederic Remington, David A. Segal

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  www.sec.gov/Archives/edgar/data/89261/0001193125-03-002 - [Cached Version]
  Published on: 4/28/2003    Last Visited: 10/30/2003  

  Fishman, Perlmutter, Remington and Segal were elected directors by the Stockholders at the last annual meeting of Stockholders.
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  David A. Segal (4)
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  Mr. Segal has been Chairman of the Board, Chief Executive Officer and Chief Financial Officer of EXX for more than the past five years.Previously, Mr. Segal was Chairman of the Board and Chief Executive Officer of SFM Corp.Mr. Segal became Chairman of the Board and Co-Chief Executive Officer of Newcor, Inc. in July 2001.
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  With the exception of Mr. Segal, who is EXX INC/NV/'s Chairman, Chief Executive Officer and Chief Financial Officer, all directors are independent as that term is defined in Section 1212(A) of the American Stock Exchange listing standards.
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  David A. Segal
  
  EXX INC
  
  1350 East Flamingo Road, Suite 689
  
  Las Vegas, Nevada 89119
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  David A. Segal serves at the pleasure of the Board of Directors as provided in EXX INC/NV/'s By-Laws.Biographical information regarding Mr. Segal is presented under "Election of Directors," above.
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  David A. Segal
  
  Chairman, CEO and
  
  CFO of EXX
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  Mr. Segal did not receive perquisites or other personal benefits in an amount large enough to require reporting under this column.
  
  (2) Excludes base salary paid by Newcor, Inc. to Mr. Segal in the amount of $166,667 in 2001, based on an annual salary of $500,000, and $500,000 in 2002.
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  Effective October 21, 1994, EXX INC/NV/ entered into a 10-year executive employment agreement with Mr. Segal with an option to renew for an additional five years.Under the agreement, Mr. Segal's base compensation is $300,000 per year with annual increases based on a Consumer Price Index formula.In addition, there is a profit bonus under which Mr. Segal will receive 5% of the consolidated pre-tax earnings of EXX INC/NV/.The agreement also provided an option whereby Mr. Segal could require EXX INC/NV/ to purchase all of his common stock in EXX INC/NV/ on the date his employment terminated, at the greater of fair market value or $10 per share (prior to adjustment).In 1997, in order to avoid the classification of the shares owned by Mr. Segal as "mezzanine" capital and the reduction to future earnings per share (or increase to future loss per share) which would result with such classification, Mr. Segal agreed to relinquish his contractual right to require EXX INC/NV/ to purchase his shares, in exchange for options, granted in 1998, to purchase 1,900,000 Class A and 100,000 Class B shares of common stock at prices equal to, or greater than, the market value at the date of the grant.
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  With 18 years of service, Mr. Segal is the only executive officer of EXX INC/NV/ currently credited under the plan.The estimated final average earnings, based on annual salary and bonus, for Mr. Segal prior to reduction of Social Security Benefits are $98,300.
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  Mr. Segal, EXX INC/NV/'s Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer and the Chairman of the Board of Directors and Co-Chief Executive Officer of Newcor, Inc., a subsidiary of EXX INC/NV/, is the current Chairman of the Company's Compensation Committee.
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  David A. Segal
  
  Chairman of the Board,
  
  Chief Executive Officer and Chief Financial Officer
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  (2) To consider and vote upon a proposal to approve the performance award to David A. Segal, the Chairman of the Board, Chief Executive Officer and Chief Financial Officer of EXX INC/NV/, of: (a) 250,000 shares of EXX INC/NV/'s Class B common stock; (b) options to purchase an aggregate of 1,900,000 shares of EXX INC/NV/'s Class A common stock; and (c) options to purchase 100,000 shares of EXX INC/NV/'s Class B common stock; and
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  David A. Segal
  
  Chairman of the Board,
  
  Chief Executive Officer and Chief Financial Officer
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  PROPOSAL 2: TO APPROVE THE PERFORMANCE AWARD TO DAVID A. SEGAL OF:
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  EXX INC/NV/'s Stockholders are being asked to consider and vote upon a proposal to approve the performance award to David A. Segal, the Chairman of the Board, Chief Executive Officer and Chief Financial Officer of EXX INC/NV/, of: (a) 250,000 shares of EXX INC/NV/'s Class B common stock; (b) options to purchase an aggregate of 1,900,000 shares of EXX INC/NV/'s Class A common stock; and (c) options to purchase an aggregate of 100,000 shares of EXX INC/NV/'s Class B common stock.This performance award was approved on April 24, 2003 by certain members of the Board of Directors and the Compensation Committee, i.e., Messrs.Fishman, Perlmutter and Remington, with Mr. Segal abstaining from the vote and related discussions, subject to stockholder approval.
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  The performance award will award Mr. Segal 250,000 shares of restricted Class B common stock, which stock will be subject to the terms and conditions of a bonus award agreement to be entered into by EXX INC/NV/ and Mr. Segal.Mr. Segal will be fully vested in the 250,000 shares of restricted Class B common stock as of the grant date, April 24, 2003, subject to Stockholder approval.Mr. Segal will also be entitled to vote the shares and to receive all dividends and other distributions made in respect of the Class B common stock from the date of the grant.Mr. Segal's shares can not be registered under applicable securities laws and, accordingly, transfer of the shares will be restricted.
  
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  The performance award will also grant Mr. Segal options which will entitle him to purchase 1,900,000 shares of Class A and 100,000 shares of Class B common stock.These options are nonqualified stock options and will be subject to the terms and conditions of an award agreement to be entered into by EXX INC/NV/ and Mr. Segal.Subject to Stockholder approval, the options granted to Mr. Segal will be fully vested and exercisable as of the grant date, April 24, 2003.Mr. Segal may exercise these options to purchase Class A shares of common stock at an exercise price of $.89 per share, and Class B shares of common stock for a price of $1.15 per share, which was the closing selling price per share on the American Stock Exchange on the grant date.These options expire on December 31, 2013.
  
  In 1998, Mr. Segal received options to purchase 1,900,000 Class A and 100,000 Class B shares of common stock of EXX INC/NV/ in exchange for his agreement to relinquish certain contractual rights that he held under his executive employment agreement with EXX INC/NV/ dated as of October 21, 1994.Those options expired before Mr. Segal exercised such options.The members of Board of Directors and Compensation Committee named above believe that, in order to preserve Mr. Segal's financial incentive to further EXX INC/NV/'s future progress and to award Mr. Segal for his role in EXX INC/NV/'s successful acquisition of Newcor, Inc. in January 2003, which acquisition has substantially contributed to the historical and expected revenues and net income of EXX INC/NV/, it is in the best interest of EXX INC/NV/ and its Stockholders to grant Mr. Segal this performance award.
  
  Federal Income Tax Consequences
  
  Mr. Segal will realize ordinary income upon the grant of the Class B shares of common stock and EXX INC/NV/ will be entitled to a deduction at such time.
  
  Mr. Segal will not realize income upon the grant of the nonqualified stock options to purchase 1,900,000 Class A and 100,000 Class B shares of common stock, and EXX INC/NV/ will not be entitled to a deduction at such time.Upon Mr. Segal's exercise of these nonqualified stock options, he will recognize the excess, if any, of the fair market value of the stock on the date of exercise over the purchase price of $.89, with respect to Class A options, and $1.15, with respect to Class B options, as ordinary income as of the date of exercise.
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  David Segal, Chairman,Chief Executive Officer and Chief Financial Officer
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  As of April 24, 2003, except for the proposed performance award to Mr. Segal, there are no outstanding options, warrants or rights to acquire shares of EXX INC/NV/'s Class A or Class B common stock.
  
  *****
  
  Our board of directors recommends a vote "FOR" the proposal to approve the performance award to David A. Segal of: (a) 250,000 shares of Class B shares of common stock; (b) options to purchase 1,900,000 shares of Class A common stock; and (c) options to purchase 100,000 shares of Class B common stock.
  
  By Order of the Board of Directors,
  
  David A. Segal
  
  Chairman of the Board,
  
  Chief Executive Officer and Chief Financial Officer
  ...
  The undersigned hereby constitutes and appoint

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  www.sec.gov/Archives/edgar/data/89261/0001193125-06-211 - [Cached Version]
  Published on: 10/20/2006    Last Visited: 10/21/2006  

  Fishman, Perlmutter, Remington and Segal were re-elected directors by the Stockholders at the most recent annual meeting of Stockholders.
  ...
  Fishman, Remington and Segal have been nominated as Class B directors.
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  David A. Segal (4)
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  Mr. Segal has been Chairman of the Board, Chief Executive Officer and Chief Financial Officer of EXX for more than the past five years.Previously, Mr. Segal was Chairman of the Board and Chief Executive Officer of SFM Corp.
  
  (5) Includes presently exercisable options to purchase 1,900,000 Class A shares and 100,000 Class B shares of common stock granted by the Company to Mr. Segal.
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  The undersigned hereby constitutes and appoints David A. Segal his true and lawful agent and proxy, with full power of substitution, to vote, as designated below, all shares of stock that the undersigned is entitled to vote at the annual meeting of Stockholders of EXX INC to be held at the office of Rothstein, Kass & Co., P.C., 4 Becker Farm Road, 2nd Floor, Roseland, New Jersey at 12:00 Noon on Friday, November 10, 2006, and at any adjournments thereof, on all matters coming before said meeting.

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  knobias.10kwizard.com/filing.php?repo=tenk&ipage=484219 - [Cached Version]
  Published on: 4/25/2007    Last Visited: 4/25/2007  

  With 22 years of service, Mr. Segal is the only executive officer of the Company currently credited under the plan.The estimated final average earnings, based on annual salary and bonus, for Mr. Segal prior to reduction of Social Security Benefits are $98,300.
  
  Newcor has a non-contributory defined benefit pension plan for salaried employees which was frozen by its Board of Directors effective December 31, 2003.Under the terms of the plan, pension benefits are determined by using 1.1% of the average monthly earnings for the highest consecutive 60-month employment, currently capped at $17,083 per month times the period of benefit service.Benefits are payable upon reaching 63 years of age.Mr. Segal is the only executive officer participating under the plan.
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  Mr. Segal was fully vested in August 2006 and was eligible to receive a pension of approximately $4,700 per year at that time.
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  David A. Segal
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  David A. Segal
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  Directors who also are employees of the Company (i.e., Mr. Segal) receive no fees for their service as directors or for attendance at Board and committee meetings.
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  Mr. Segal's compensation for 2006 is disclosed in the Summary Compensation Table for executive officers because he is a named executive officer and does not receive additional compensation for his service as a director:
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  David A. Segal

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  knobias.10kwizard.com/filing.php?repo=tenk&ipage=484219 - [Cached Version]
  Published on: 4/23/2007    Last Visited: 4/25/2007  

  In connection with Amendment No. 1 to the Annual Report on Form 10-K/A of EXX INC (the "Company") for the year ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David A. Segal, Chairman of the Board, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. , 1350, as adapted pursuant to , 906 of the Sarbanes-Oxley Act of 2002, that:
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  /s/ David A. Segal
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  David A. Segal
  
  Chief Executive Officer
  
  Chief Financial Officer

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