The benefits to Midland directors that were disclosed include: cash for non employee directors' share equivalents ranging from $146,027 for Richard Norman to more than $1 million for John O'Mara; acceleration of stock options worth $1.6 million each and cash for stock-based performance awards of $1.3 million each for CEO John W. Hayden and Joseph P. Hayden III, the company's chairman and chief operating officer.
Undisclosed benefits include severance payments to J.P. Hayden III under a change of control agreement and incentives to him related to the sale of its barge transportation business, and payments to John W. Hayden under a post-merger employment agreement, the lawsuit said.
As part of a settlement reached, company sources stated that Midland has agreed to enter into a Memorandum of Understanding as well as pay the plaintiff's legal fees and expenses, the amount of which also were not disclosed. In a filing with the Securities and Exchange Commission, Midland informed that, as part of the proposed lawsuit settlement, it will make certain additional disclosures, which were included in a revised proxy statement that was filed early March 2008. It did not otherwise identify any additional disclosures that are in that document. [