Item 5.02
— Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.02(e) — Change in Compensation — Chief Financial Officer and Chief Operating Officer
On October 1, 2007, the Company’s Compensation Committee approved for Mark A. Redman, Senior Vice
President and Chief Financial Officer (i) an increase to his base salary from $275,000 to $300,000
and (ii) an increase in his annual target bonus percentage under the Incentive Plan from 50% to
80% of his base salary with a potential maximum bonus percentage that
was increased from 75% to 120% of his base salary. Both
the base salary and bonus increases are effective as of October 1, 2007, with the increased
base salary amount being used to calculate the bonus for 2007.
On October 1, 2007, the Company’s Compensation Committee approved for Rion B. Needs, Senior Vice
President and Chief Operating Officer (i) an increase to his base salary from $320,000 to $350,000
and (ii) an increase in his annual target bonus percentage under the Incentive Plan from 60% to
80% of his base salary with a potential maximum bonus percentage that
was increased from 90% to 120% of his base salary. Both
the base salary and bonus increases are effective as of October 1, 2007, with the increased
base salary amount being used to calculate the bonus for 2007.
The amount of any target bonus to be paid to Messrs. Redman and Needs is subject to the Company
achieving certain levels of earnings before interest, taxes, depreciation and amortization as
defined in the Incentive Plan and their achievement of certain personal objectives that were
determined by the Company’s CEO and the parties.
In
addition, the Company’s Compensation Committee approved an award to
Mr. Needs, to be made in the fourth quarter of 2007, of restricted
stock units representing the contingent right to receive 56,135
shares of common stock, which will vest 25% on August 7, 2008, 2009,
2010 and 2011, respectively.
Separately,
in lieu of Mr. Needs receiving a stock option for 125,000 shares of
comment stock as stated under Item 5.02 of the Form 8-K filed by the
Company on July 20, 2007, the Company's Compensation Committee, on
August 7, 2007, granted Mr. Needs the following:
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An option to purchase 62,500 shares of the common stock which
vests 25% on August 7, 2008, 2009, 2010 and 2011, respectively;
and
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restricted stock units representing the contingent right to receive 31,250
shares of common stock, which stock will not vest until the earlier of (i) the filing date of the Company’s Form 10-Q for the quarterly period ending June 30, 2011 or (ii) August 15, 2011, at which time the stock will vest in varying amounts of shares (from 0% to 100%) based on the Company’s achievement of specified earnings per share goals, provided that, Mr. Needs’ Continuous Service (as defined in the Incentive Plan)
as an employee of the Company has not ended before the vesting date
and the applicable performance-based criteria have been satisfied.
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The above descriptions of the Incentive Plan are subject to, and qualified in their entirety by, the
2007 Incentive Compensation Plan for Management which is filed as Exhibit 10.1 to the Current
Report on Form 8-K filed on February 16, 2007 and incorporated herein by reference to this Item
5.02.