Schedule 14A


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NameSchedule 14A
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        Each of the stock options has an exercise price of $6.90 per share (the closing stock price on the date of grant), has a ten year term and vests 50% on the second anniversary of the grant date and the remaining 50% at the third anniversary of the grant date. Each restricted stock unit vests 100% on the third anniversary of the grant date.
Severance and Change-in-Control Benefits
        The Company does not agree in advance to provide post-termination or change-in-control benefits to executive officers in the event that they terminate employment with the Company. The Company reserves the right to provide severance benefits to executives when they terminate employment with the Company. None of the Named Executive Officers has an employment agreement that provides for termination, severance or change-in-control benefits.
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        The Company does have change-in-control provisions in the 2006 Incentive Plan. The 2006 Incentive Plan provides the Committee with the discretion to adjust equity awards in the event of a change-in-control. This adjustment may include the acceleration and vesting of awards upon a change-in-control.
        The Performance Incentive Plan provides that if a participant is terminated by the Company following a change-in-control but prior to the payment of an annual incentive award for a performance period thereunder, the participant will be entitled to such award only if the applicable performance goals are achieved, such award to be prorated for the actual number of months worked in the year.
        The Committee believes that the provisions provided under both the 2006 Incentive Plan and the Performance Incentive Plan are appropriate since an employee's position could be adversely affected by a change in control even if he or she is not terminated.
Personal Benefits
        The Company provides only a very limited amount of perquisites to its Named Executive Officers. These perquisites are not considered to be a central part of the Company's compensation program for its Named Executive Officers.
Pension Benefits or Supplemental Retirement Benefits
        The Company provides pension or retirement benefits to the Named Executive Officers consisting of the 401(k) plan with company matching contributions and retirement savings account contributions. Pursuant to the 401(k) plan, the Company makes a matching contribution equal to 100% of the first 4% of pay contributed to the plan plus 50% of the next 2% of pay contributed. At the end of each 401(k) plan year, the Company makes an additional retirement savings account contribution based upon the age of the respective Named Executive Officer at the end of the plan year. The Committee does not believe that pension or other supplemental retirement benefits other than the 401(k) plan are necessary to further the objectives of the Company's executive compensation program.
2009 Compensation
        In addition to the reduction in the base salary of the Named Executive Officers, the Company has temporarily suspended its 401(k) match, retirement savings program and annual cash bonus awards.
Regulatory Considerations
        Section 162(m) of the Internal Revenue Code generally denies a publicly traded company a Federal income tax deduction for compensation in excess of $1 million paid to certain of its executive officers, unless the amount of such excess is payable based solely upon the attainment of objective performance criteria. The Company has undertaken to qualify substantial components of the incentive compensation it makes available to its executive officers for the performance exception to non-deductibility. Most equity-based awards available for grant under the Company's equity compensation plans, and all of the equity-based awards actually granted to executive officers, are intended to so qualify. Amounts payable under the Performance Incentive Plan, is also intended to be exempt from the application of Section 162(m) as performance-based compensation. However, in appropriate circumstances, the Committee may deem it appropriate to pay compensation or make incentive or retentive awards that do not meet the performance based criteria and therefore may not be deductible by reason of Section 162(m).
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Stock Ownership Guidelines
        In light of the significant ownership of Common Stock by its executive officers, the Company has not adopted a formal stock ownership guideline. However, the Company's executive officers are encouraged to maintain a significant ownership interest in the Company in order to align their interests with the interests of the stockholders.

Report of the Compensation Committee of the Board of Directors
        The Committee reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of SEC Regulation S-K with management. Based on such review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the registrant's Proxy Statement on Schedule 14A.
Jonathan R. Furer (Chairman)

John M. Chapman

S. Jay Stewart

Compensation Committee Interlocks and Insider Participation
        There were no interlocks or other relationships among the Company's executive officers and directors that are required to be disclosed under applicable executive compensation disclosure requirements.
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2008 SUMMARY COMPENSATION TABLE
        The following table summarizes the total compensation earned by or paid to the Named Executive Officers for the years ended December 31, 2008 and 2007. No compensation was paid by the Company to any Named Executive Officers for the year ended December 31, 2006.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name and Principal Position

 

Fiscal

Year

 

Salary

($)

 

Bonus

($)

 

Stock

Awards(1)

($)

 

Option

Awards(1)

($)

 

Non-Equity

Incentive Plan

Compensation(2)

($)

 

All Other

Compensation(4)

($)

 

Total

($)

 

Roger W. Stone

 

 

2008

 

$

420,000

 

$



 

$

207,770

 

$

263,678

 

$



 

$

25,300

 

$

916,748

 

Chairman of the Board and Chief Executive Officer

 

 

2007

 

$

420,000

 

$



 

$

85,420

 

$

108,291

 

$



(3)

$

15,250

 

$

628,961

 

Matthew Kaplan

 

 


2008

 


$


420,000

 


$




 


$


207,770

 


$


263,678

 


$




 


$


23,000

 


$


914,448

 

President and Secretary

 

 

2007

 

$

420,000

 

$



 

$

85,420

 

$

108,291

 

$



(3)

$

13,000

 

$

626,711

 

Timothy P. Keneally

 

 


2008

 


$


305,000

 


$




 


$


75,009

 


$


95,004

 


$


144,055

 


$


25,300

 


$


636,431

 

Vice President and

General Manager

 

 

2007

 

$

273,000

 

$



 

$

30,833

 

$

39,104

 

$

168,910

 

$

24,538

 

$

536,385

 

Andrea K. Tarbox

 

 


2008

 


$


275,000

 


$




 


$


75,009

 


$


95,004

 


$


129,885

 


$


34,599

 


$


609,497

 

Vice President and

Chief Financial Officer

 

 

2007

 

$

240,000

 

$



 

$

30,833

 

$

39,104

 

$

144,928

 

$

352,721

 

$

807,586

 
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