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MAFCO CONSOLIDATED GROUP INC (Form- 10-K, Received: 03/28/1997 00 00:0 . Page 34 of 116 The Audit Committee has the responsibility of reviewing and supervising the financial controls of the Company. The Audit Committee's responsibilities include (i) making recommendations to the 32 Board of Directors of the Company with respect to the Company's financial statements and the appointment of independent auditors, (li) reviewmg significant audit and accounting policies and practices of the Company, (ui) meeting with the Company's mdependent public accountants concerning, among other things, the scope of audits and reports and (iv) reviewing the performance of overall accounting and financial controls of the Company COMPENSATION OF DIRECTORS Directors who do not receive compensation as officers or employees of the Company or any of its affiliates will be paid an annual retainer fee of $25,000 and a fee of $1,000 for each meeting of the Board of Directors or any committee thereof they attend, plus reasonable out-of-pocket expenses. On July 22,1996, the Company granted options to acquire 750,000 shares of Company Common Stock to Mr. Perelman for services rendered and to be rendered to the Company by Mr. Perelman in his capacity as Chairman of the Board of Directors Such options have an exercise price of $21 50 per share (market price on the date of grant) and vest with respect to one third of the shares subject to the options on the date of grant, and with respect to an additional one third of such shares on each of July 22,1997 and July 22, 1998. The options expire on July 22, 2006 33 ITEM 11. EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION The following table presents certain information concerning compensation paid or accrued for services rendered to the Company in all capacities during the three years ended December 31,1996 for the Chief Executive Officer and the two other executive officers of the Company whose total annual salary and bonus m the last fiscal year exceeded $100,000 (collectively, the "Named Executive Officers") SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION NAME AND PRINCIPAL POSITION James R Maher President and Chief Executive Officer Theo W. Folz President and Chief Executive YEAR SALARY ($) BONUS ($) OTHER ANNUAL COMPENSATE 1996 1995 1,000,000 500,000 4,972,685(a) 1,250,000 1996 1,072,500(d) 1,487,750(d) 51,2431 http://www edgarpro com/EFX_dll/EDGARpro dll?FetchFilingHTMLl?ID=969943&Ses . 10/19/2003