SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
o
Check the appropriate box:
o
Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ
Definitive Proxy Statement
o
Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-12
DOLLAR FINANCIAL CORP.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
pervious filing by registration statement number, or the Form or Schedule and the date of its
filing.
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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DOLLAR
FINANCIAL CORP.
1436 LANCASTER AVENUE,
SUITE 310
BERWYN, PA, 19312
(610) 296-3400
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 11, 2009
Dear Stockholder:
You are cordially invited to attend the annual meeting of
stockholders of Dollar Financial Corp., a Delaware corporation,
to be held at The Boca Raton Bridge Hotel located at 999 East
Camino Real, Boca Raton, Florida, 33432 on Wednesday,
November 11, 2009, at 8:30 a.m., local time. The
purpose of the meeting is to consider and take action on the
proposals listed below:
1. To elect three persons to serve as Class B
directors on our board of directors for a three-year term and
until their successors are duly elected and qualified;
2. To ratify the appointment of Ernst & Young LLP
as our independent registered public accounting firm for the
fiscal year ending June 30, 2010; and
3. To transact such other business as may properly come
before the meeting and any adjournments or postponements of the
meeting.
The board of directors has fixed the close of business on
September 24, 2009 as the record date for determination of
the stockholders entitled to notice of, and to vote at, the
meeting and any adjournments or postponements of the meeting.
Only holders of record of common stock at the close of business
on the record date will be entitled to receive notice of and to
vote at the meeting and at any adjournments or postponements of
the meeting. At the annual meeting, such stockholders will be
asked to consider and take action on the proposals discussed in
the accompanying proxy statement and any other matter that
properly comes before the annual meeting or any adjournment or
postponement thereof.
Sincerely,
Roy Hibberd, Senior Vice President,
General Counsel and Secretary
October 8, 2009
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
ACT PROMPTLY TO VOTE YOUR SHARES. YOU MAY VOTE YOUR
SHARES BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY
CARD AND RETURNING IT IN THE POSTAGE PAID ENVELOPE PROVIDED. YOU
MAY ALSO VOTE YOUR SHARES BY TELEPHONE OR THROUGH THE
INTERNET BY FOLLOWING THE INSTRUCTIONS SET FORTH ON THE
PROXY CARD. IF YOU ATTEND THE MEETING, YOU MAY VOTE YOUR
SHARES IN PERSON, EVEN IF YOU HAVE PREVIOUSLY SUBMITTED A
PROXY IN WRITING, BY TELEPHONE OR THROUGH THE INTERNET.
DOLLAR
FINANCIAL CORP.
1436 LANCASTER AVENUE,
SUITE 310
BERWYN, PA, 19312
(610) 296-3400
PROXY
STATEMENT
DATED
OCTOBER 8, 2009
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
To be held on November 11,
2009
Introduction
The enclosed proxy is solicited by and on behalf of the board of
directors, which we refer to in this proxy statement as our
board, of Dollar Financial Corp., a Delaware corporation, which
we refer to in this proxy statement as the company, we, or us,
for use at the annual meeting of stockholders to be held on
Wednesday, November 11, 2009 at 8:30 a.m., local time,
and at any postponement or adjournment thereof, which we refer
to in this proxy statement as the annual meeting. This proxy
statement and the enclosed form of proxy are first being mailed
to stockholders on or about October 8, 2009.
Only stockholders of record at the close of business on
September 24, 2009, which we refer to in this proxy
statement as the record date, will be entitled to notice of and
to vote at the annual meeting and any adjournments thereof. At
the annual meeting, such stockholders will be asked to consider
and take action on the proposals discussed in this proxy
statement and any other matter that properly comes before the
annual meeting or any adjournment or postponement thereof.
An Annual Report to Stockholders containing financial statements
for the fiscal year ended June 30, 2009, which we refer to
in this proxy statement as fiscal 2009, is being mailed together
with this proxy statement to all stockholders entitled to vote.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
NOVEMBER 11, 2009: The Notice of Annual Meeting, Proxy Statement
and fiscal 2009 Annual Report to Stockholders are available on
our website at
http://www.dfg.com/ir.
TABLE OF
CONTENTS
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ii
VOTING
The
Purpose of the Annual Meeting
At our annual meeting, stockholders will act upon the matters
outlined in the notice of annual meeting above, including the
election of three Class B directors and the ratification of
the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the fiscal
year ended June 30, 2010, which we refer to in this proxy
statement as fiscal 2010.
Persons
Entitled to Vote at the Annual Meeting
The record date for the determination of stockholders entitled
to notice of and to vote at the annual meeting is the close of
business on September 24, 2009. Each holder of shares of
our common stock, par value $0.001 per share, which we refer to
in this proxy statement as our common stock, as of the record
date is entitled to vote. On the record date, there were
24,104,027 shares of our common stock issued and
outstanding. Each share of our common stock outstanding on the
record date is entitled to one vote on each matter to be voted
on at the annual meeting. Stockholders have no cumulative voting
rights.
How To
Vote
Registered Holders
.
If you are a
registered holder (that is your shares are held directly in your
name), you are not required to attend the annual meeting in
order to be able to vote. While you may attend the annual
meeting and vote your shares in person, you also may choose to
submit your proxies by any of the following methods:
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Voting by Mail
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If you choose to vote
by mail, simply complete the enclosed proxy card, date and sign
it, and return it in the postage-paid envelope provided. If you
sign your proxy card and return it without marking any voting
instructions, your shares will be voted FOR the election of all
director nominees and FOR ratification of the appointment of
Ernst & Young LLP as our independent registered public
accounting firm for fiscal 2010. If any other matter should be
properly presented at the annual meeting for action by the
stockholders, the persons named in the proxy card will vote in
accordance with the recommendations of our board, or if no
recommendation is given, in their own discretion on such matter.
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Voting by Telephone
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You may vote your
shares by telephone by calling the toll-free telephone number
provided on the proxy card. Telephone voting is available
24 hours a day, and the procedures are designed to
authenticate votes cast by using a personal identification
number located on the proxy card. The procedures allow you to
appoint a proxy to vote your shares and to confirm that your
instructions have been properly recorded. If you vote by
telephone, you should not return your proxy card.
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Voting by Internet
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You may vote
through the Internet by signing on to the website identified on
the proxy card and following the procedures described in the
website. Internet voting is available 24 hours a day, and
the procedures are designed to authenticate votes cast by using
a personal identification number located on the proxy card. The
procedures allow you to appoint a proxy to vote your shares and
to confirm that your instructions have been properly recorded.
If you vote through the Internet, you should not return your
proxy card.
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Shares Held in Street
Name
.
If you are a stockholder whose
shares are held in street name (
i.e.
, in the
name of a broker, bank or other record holder) you must either
direct the record holder of your shares how to vote your shares
or obtain a proxy, executed in your favor, from the record
holder to be able to vote at the annual meeting. You will
receive separate instructions from the broker, bank or other
record holder describing how to vote your shares. The
availability of telephonic or Internet voting will depend on the
voting process of the broker, bank or other record holder.
Please check with the broker, bank or other record holder and
follow the voting procedures they provide.
1
The
Recommendations of our Board
The recommendation of our board is set forth below together with
the description of each item in this proxy statement. In
summary, our board recommends a vote:
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FOR
the election of the nominated Class B directors
(see Proposal 1: Election of
Directors); and
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FOR
the ratification of the appointment of
Ernst & Young LLP as our independent registered public
accounting firm for fiscal 2010 (see Proposal 2:
Ratification of the Appointment of Independent Registered Public
Accounting Firm).
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With respect to any other matter that properly comes before the
annual meeting, the proxy holders will vote as recommended by
our board or, if no recommendation is given, in their own
discretion.
IF YOU SIGN AND RETURN YOUR PROXY CARD BUT DO NOT SPECIFY HOW
YOU WANT TO VOTE YOUR SHARES, THE PERSONS NAMED AS PROXY HOLDERS
ON THE PROXY CARD WILL VOTE IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD.
How to
Revoke Your Vote
You may revoke your proxy at any time before it is voted at the
annual meeting by any of the following methods:
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Submitting a later-dated proxy by mail, over the telephone or
through the Internet.
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Sending a written notice, including by telegram or telecopy, to
our Secretary. You must send any written notice of a revocation
of a proxy so as to be delivered before the taking of the vote
at the annual meeting to:
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Dollar Financial Corp.
1436 Lancaster Avenue, Suite 310
Berwyn, PA 19312
Attention: Roy Hibberd, Senior Vice President, General Counsel
and Secretary
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Attending the annual meeting and voting in
person. Your attendance at the annual meeting will
not in and of itself revoke your proxy. You must also vote your
shares at the annual meeting. If your shares are held in the
name of a bank, broker or other record holder, you must obtain a
proxy, executed in your favor, from the record holder to be able
to vote at the annual meeting.
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Quorum
and Vote Required
Our bylaws provide that at any meeting of stockholders, the
holders of a majority of the issued and outstanding shares of
common stock entitled to vote at the annual meeting, present in
person or by proxy, constitute a quorum for the transaction of
business. Both abstentions and broker non-votes are counted as
present for purposes of determining the presence of a quorum.
The election of directors will be decided by a plurality of the
votes cast, in person or by proxy, at the annual meeting.
Accordingly, abstentions and broker non-votes will not affect
the outcome of the election of directors. A broker non-vote
occurs when a nominee holding shares for a beneficial owner does
not vote on a particular proposal because the nominee does not
have discretionary voting power for that proposal and has not
received voting instructions from the beneficial owner. On all
other matters being submitted to stockholders, the affirmative
vote of a majority of the votes cast affirmatively or negatively
on the matter is required for approval. Accordingly, abstentions
and broker non-votes will not affect the outcome with respect to
such proposals.
The persons named as proxies and attorneys-in-fact are our
officers. All properly executed proxies returned in time to be
counted at the annual meeting will be voted. In addition to the
election of directors, the stockholders will also consider and
vote upon a proposal to ratify the selection of auditors, as
further described in this proxy statement. Where a choice has
been specified on the proxy with respect to the foregoing
matters, the shares represented by the proxy will be voted in
accordance with the specifications, and will be voted FOR the
proposal if no specification is indicated. IN THE ABSENCE OF
SPECIFIC DIRECTION, SHARES REPRESENTED BY A PROXY WILL BE
VOTED FOR THE ELECTION OF ALL DIRECTORS AND
FOR THE RATIFICATION OF ERNST & YOUNG LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
2010.
2
PROPOSAL 1:
ELECTION OF DIRECTORS
We currently have seven directors. Our bylaws provide for a
classified board, consisting of three classes of directors
(Class A, Class B and Class C), with each class
serving staggered three-year terms. As a result, only a portion
of our board is elected each year. The three director nominees
identified below are to be elected by our stockholders at our
upcoming annual meeting as Class B directors, each to hold
office for a three-year term expiring in 2012 or until his
successor is duly elected and qualified. The directors have no
reason to believe that any of the nominees will be unable or
unwilling to be a candidate for election at the time of the
annual meeting. If any nominee is unable or unwilling to serve,
the persons named in the proxy will use their best judgment in
selecting and voting for a substitute candidate or our board may
reduce the number of directors.
Each individual elected as a director at the annual meeting will
serve until the annual meeting of stockholders to be held in
2012 or until his successor is duly elected and qualified.
Proposed
for Election as Class B Directors for a Three-Year Term
Continuing Until the 2012 Annual Meeting of
Stockholders
The following table sets forth information with respect to the
directors nominated for re-election as Class B directors at
the annual meeting.
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Name
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Age
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Position
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David Jessick
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56
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Director
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Kenneth Schwenke
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56
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Director
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Michael Kooper
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74
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Director
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The nominees for election as Class B directors were
recommended for nomination to our board by its corporate
governance and nominating committee. The board unanimously
recommends that stockholders vote FOR the election of each of
the above nominees as Class B directors.
The following are biographical summaries of the directors
identified above:
David Jessick
has served as a director and the chairman
of the audit committee since January 2005 and as a member of the
corporate governance and nominating committee of our board since
April 2005. Mr. Jessick also served on the human resources
and compensation committee of our board from April 2005 until
April 30, 2007. He served as a consultant to the Chief
Executive and Senior Financial staff at Rite Aid Corporation
from July 2002 to February 2005. Mr. Jessick served as Rite
Aids Senior Executive Vice President and Chief
Administrative Officer from December 1999 to June 2002. Prior to
that, from February 1997 to June 1999, Mr. Jessick was the
Chief Financial Officer and Executive Vice President of Finance
and Investor Relations for Fred Meyer, Inc. From 1979 to 1996,
he held various roles of increasing responsibility at Thrifty
Payless Holdings, Inc., including Executive Vice President and
Chief Financial Officer from 1993 to 1996. Mr. Jessick
began his career as a Certified Public Accountant for Peat,
Marwick, Mitchell & Co. He currently serves on the
Boards of WKI Holding Company, Inc. (audit committee chair and
compensation committee member), Big 5 Sporting Goods
Corporation (audit committee chair and nominating committee
member), and Rite Aid Corporation (audit committee chair).
Kenneth Schwenke
has served as a director and as a member
of the corporate governance and nominating committee of our
board and as the chairman of the human resources and
compensation committee of our board since September 2006.
Mr. Schwenke served as a member of the audit committee of
our board from September 2006 until April 30, 2007. Since
May 2008, Mr. Schwenke has served as the Managing Director
of Gravitas LLC, an executive search and management consulting
firm. From September 2001 until July 1, 2007,
Mr. Schwenke was the CEO and Founder of Off-Campus Dining
Network, LLC. From 1996 through 2001, Mr. Schwenke served
as the Senior Vice President of Human Resources for Aramark,
Inc. Prior to obtaining that position, Mr. Schwenke served
as the Vice President of Human Resources for the global division
of Aramark, Inc., from 1995 through 1996. From 1994 through 1995
Mr. Schwenke served as an area director in the department
of Human Resources for Honeywell, Inc., formerly known as
AlliedSignal, Inc. From 1992 through 1994 Mr. Schwenke
served as the director of Human Resources for Honeywell, Inc.
3
Michael Kooper
has served as a director and as a member
of the human resources and compensation committee of our board
since January 30, 2008. Since November 2004,
Mr. Kooper has been the Area Chairman of Gallagher Benefit
Services, Inc., a benefits consulting firm. From December 1998
until November 2004, Mr. Kooper was the President of The
Kooper Group, a benefits consulting firm.
Required
Vote
Directors are elected by a plurality of votes cast at the annual
meeting.
The board unanimously recommends that stockholders vote
FOR Proposal 1 to elect each of the nominated
directors.
Directors
Whose Terms Do Not Expire at the Annual Meeting
The following table sets forth information with respect to the
remaining members of our board:
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Annual Meeting at
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Name
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Age
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Which Term Expires
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Clive Kahn
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51
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Director
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2010
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John Gavin
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53
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Director
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2010
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Jeffrey A. Weiss
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66
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Chairman of the Board and Chief Executive Officer
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2011
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Ronald McLaughlin
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58
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Director
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2011
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The following are biographical summaries of the remaining
members of our board:
Clive Kahn
has served as a director and as a member of
the audit committee and corporate governance and nominating
committee of our board since April 30, 2007. Mr. Kahn,
a chartered accountant, has served since August 2007 as the
Chief Executive Officer of Cardsave Group, Ltd., a provider of
point of sale terminals and credit card processing facilities.
Prior to that, Mr. Kahn was the Chief Executive Officer of
Travelex Limited. Prior to becoming Chief Executive Officer,
Mr. Kahn was the Chief Financial Officer of Travelex
Limited. Mr. Kahn was employed by Travelex for twenty-one
years. Prior to his employment with Travelex, Mr. Kahn
practiced as a chartered accountant with the firm of BDO Stoy
Hawyard.
John Gavin
has served as a director and a member of the
human resources and compensation committee of our board since
April 30, 2007. Mr. Gavin also served as a member of
the audit committee of our board from April 30, 2007 until
his resignation on January 30, 2008. He also became the
chairman of the corporate governance and nominating committee of
our board on September 6, 2007. Mr. Gavin is currently
serving as Vice Chairman, and was the Chief Executive Officer
and President of DBM (Drake, Beam, Morin), an international
career management and transitions management firm. Before
joining DBM in 2006, Mr. Gavin was President and Chief
Operating Officer of Right Management Consultants, a global
provider of integrated consulting solutions across the
employment lifecycle. Mr. Gavin originally joined Right
Management as Executive Vice President of Business Development
in 1996. Prior to joining Right Management, Mr. Gavin
worked for Andersen Worldwide. Mr. Gavin is a director of
Interline Brands, Inc., a distributor of maintenance, repair and
operating products, and CSS Industries, Inc., a consumer
products company.
Jeffrey A. Weiss
has served as our Chairman and Chief
Executive Officer since an affiliate of Bear Stearns &
Co. Inc. acquired us in May 1990. Until June 1992,
Mr. Weiss was also a Managing Director at Bear Stearns with
primary responsibility for the firms investments in small
to mid-sized companies, in addition to serving as Chairman and
Chief Executive Officer for several of these companies.
Ronald McLaughlin
has served as a director and as a
member of the audit committee and corporate governance and
nominating committee of our board since January 30, 2008.
Mr. McLaughlin founded Chapman Inc. in 2000 and since that
time has worked with a variety of clients, directly and through
Chapman Inc. or a partnership with McLaughlin-Moses on a diverse
array of mandates, including raising investment capital,
strategic government relations and developing strategic
alternatives for businesses that would benefit
4
from effective partnering with the Canadian government. From
1997 to 2000, Mr. McLaughlin was the Chief of Staff for the
Premier of the Province of Ontario.
Director
Compensation
The following table sets forth compensation paid to our
non-employee directors during the year ended June 30, 2009:
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Change in
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Pension
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Value and
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Non-qualified
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Non-Equity
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Deferred
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Option
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Incentive Plan
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Compensation
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All Other
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Name
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Paid in Cash ($)
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Awards ($)(1)
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Awards ($)(1)
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Compensation ($)
|
|
Earnings
|
|
Compensation ($)
|
|
Total ($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
David Jessick
|
|
$
|
84,000
|
|
|
$
|
90,313
|
|
|
$
|
120,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
294,986
|
|
Kenneth Schwenke
|
|
$
|
91,522
|
|
|
$
|
90,313
|
|
|
$
|
124,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
306,664
|
|
John Gavin
|
|
$
|
90,500
|
|
|
$
|
90,313
|
|
|
$
|
113,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
294,203
|
|
Clive Kahn
|
|
$
|
78,520
|
|
|
$
|
90,313
|
|
|
$
|
113,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
282,223
|
|
Michael Kooper
|
|
$
|
81,000
|
|
|
$
|
96,387
|
|
|
$
|
89,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
267,023
|
|
Ronald McLaughlin
|
|
$
|
78,500
|
|
|
$
|
96,387
|
|
|
$
|
89,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
264,523
|
|
|
|
|
(1)
|
|
The amounts shown in this column reflect the dollar amount
recognized for financial statement reporting purposes for fiscal
2009, in accordance with FAS 123(R) of awards pursuant to
our equity compensation plans and therefore include amounts from
awards granted in and prior to fiscal 2009. The valuation
assumptions for our stock options are described in Note 4
to our financial statements included in our Annual Report on
Form 10-K
for fiscal 2009. On November 13, 2008, each of
Messrs. Gavin, Jessick, Kahn, Kooper, McLaughlin and
Schwenke received an option to purchase 23,216 shares of
our common stock with a grant date fair value of $102,500 and
each was granted an award of restricted stock units to purchase
10,928 shares of our common stock with a grant date fair
value of $102,500. As of June 30, 2009, Mr. Jessick
held options to purchase an aggregate of 42,913 shares of
common stock and 13,342 restricted stock units,
Mr. Schwenke held options to purchase an aggregate of
44,788 shares of common stock and 13,342 restricted stock
units, Mr. Gavin held options to purchase an aggregate of
35,413 shares of common stock and 13,342 restricted stock
units, Mr. Kahn held options to purchase an aggregate of
35,413 shares of common stock and 13,342 restricted stock
units, Mr. Kooper held options to purchase an aggregate of
27,778 shares of common stock and 13,272 restricted stock
units and Mr. McLaughlin held options to purchase an
aggregate of 27,778 shares of common stock and 13,272
restricted stock units.
|
Compensation
of Independent Directors
Our independent directors receive annual compensation as follows:
|
|
|
|
|
Annual retainer of $40,000;
|
|
|
|
Annual retainer for members of the audit committee of $5,000;
|
|
|
|
Annual retainer for members of the human resources and
compensation committee of $3,000;
|
|
|
|
Annual retainer for members of the corporate governance and
nominating committee of $3,000;
|
|
|
|
Annual retainer for chairman of the audit committee of $10,500;
|
|
|
|
Annual retainer for chairman of the human resources and
compensation committee of $7,500;
|
|
|
|
Annual retainer for chairman of the corporate governance and
nominating committee of $6,500;
|
|
|
|
Board meeting attendance fee of $2,000; and
|
|
|
|
Committee meeting attendance fee of $1,500.
|
In addition, at the first board meeting after each annual
stockholders meeting, the then-current non-employee
members of the board are entitled to receive a grant of
restricted stock units as well as options to purchase shares of
5
our common stock. The awards will vest on the earliest of
(a) the date of the next annual stockholders meeting,
(b) the first anniversary of the grant, (c) the death
of the recipient or (d) upon our change in control. The
aggregate award to each non-employee board member shall be in an
amount, calculated in accordance with generally accepted
accounting principles, equal to two-times the average annual
cash compensation for the non-employee members who served on the
board for the entire prior fiscal year, with one-half of such
value represented as an option grant to purchase shares of our
common stock and one-half of such value represented as a
restricted stock unit. If a board member joins the board after a
grant date, such director will receive a prorated award on the
date of joining the board.
The shares purchased on exercise of the options issued under the
plan cannot be sold until the earlier of (a) our change in
control or (b) the 91st day after the recipient ceases
to serve on the board, except to the extent necessary to
generate funds to pay taxes incurred on exercise. Shares
underlying restricted stock units will be delivered upon the
first to occur of (a) our change in control or (b) the
earlier of (i) the 91st day after the recipient ceases
to serve on the board or (ii) the 15th day of the third
month following the calendar year in which the recipient ceases
to serve on the board, except to the extent (subject to
compliance with Section 409A of the Internal Revenue Code)
necessary to generate funds to pay taxes incurred with regard to
the units.
At the election of a non-employee member of the board, such
members board retainers and meeting fees will be paid in
vested restricted stock units (subject to the delivery rules set
forth in the paragraph above) rather than in cash. The election
to receive his board retainers and meeting fees must be made by
the non-employee member prior to December 31st of the
calendar year preceding the fiscal year in which such fees are
earned.
In addition, Messrs. Jessick, Gavin, Kooper, McLaughlin and
Schwenke participate in our health benefit program with the full
cost paid by us.
6
CORPORATE
GOVERNANCE
Committees
of the Board
The board has standing audit, corporate governance and
nominating and human resources and compensation committees which
are described below.
Audit Committee
.
The audit committee
assists our board in overseeing: (i) the integrity of our
financial statements; (ii) our compliance with legal and
regulatory requirements; (iii) the independence and
qualifications of our independent registered public accounting
firm; and (iv) the performance of our internal audit
function and independent registered public accounting firm. The
audit committees charter was adopted by the full board in
February 2005 and amended most recently in April 2005. A current
copy of the audit committee charter was attached to our proxy
statement for our fiscal 2008 annual meeting of stockholders as
filed with the SEC on October 7, 2008.
Our
Code of Business Conduct and Ethics
includes
information regarding procedures established by the audit
committee for the submission of complaints about our accounting
or auditing matters. The Code is applicable to our executives,
employees and directors. The Code reflects and reinforces our
commitment to integrity in the conduct of our business.
Amendments to the Code and any grant of a waiver from a
provision of the Code requiring disclosure under applicable
Securities and Exchange Commission rules will be disclosed on
our website (www.dfg.com). A copy of the Code is available on
our website (www.dfg.com/ethics.asp). A copy of the Code may
also be obtained upon request from our Secretary at the
following address: Dollar Financial Corp., 1436 Lancaster
Avenue, Suite 310, Berwyn, PA 19312.
The audit committee currently consists of Messrs. Jessick
(Chairman), Kahn and McLaughlin, each of whom is independent
within the meaning of the Securities and Exchange Commission
regulations and the listing requirements of the Nasdaq Stock
Market, which we refer to in this proxy statement as Nasdaq. The
audit committee met six times during fiscal 2009.
Each member of the audit committee is financially literate,
knowledgeable and qualified to review financial statements.
Mr. Jessick is qualified as an audit committee
financial expert within the meaning of Securities and
Exchange Commission regulations. The board reached its
conclusion as to the qualifications of Mr. Jessick based on
his education and experience in analyzing financial statements
of a variety of companies, most notably as the Chief Financial
Officer and Executive Vice President of Finance and Investor
Relations for Fred Meyer, Inc. from February 1997 to June 1999
and as Executive Vice President and Chief Financial Officer at
Thrifty Payless Holdings, Inc. from 1993 to 1996. He currently
serves on the Boards of WKI Holding Company, Inc. (audit
committee chairman and compensation committee member), Rite Aid
Corporation (audit committee chairman), and Big 5 Sporting Goods
Corporation (audit committee chairman and nominating committee
member). Consistent with Nasdaq listing requirements, our board
determined that his concurrent service on these committees does
not impair his ability to effectively serve on the audit
committee.
Corporate Governance and Nominating
Committee
.
The corporate governance and
nominating committee is responsible for: (i) identifying
individuals qualified to become board members and recommending
to our board the nominees for election to our board;
(ii) leading our board in its annual review of our
boards performance, and making recommendations to our
board regarding board organization, membership, function and
effectiveness, as well as committee structure, membership,
function and effectiveness; (iii) recommending to our board
nominees for each committee of our board; (iv) reviewing
our efforts to promote diversity among directors, officers,
employees and contractors; and (v) arranging for an
orientation for all directors.
The corporate governance and nominating committee amended its
charter on September 24, 2008. A current copy of the
amended and restated corporate governance and nominating
committee charter was attached to our proxy statement for our
fiscal 2008 annual meeting of stockholders as filed with the SEC
on October 7, 2008. The corporate governance and nominating
committee met one time during fiscal 2009.
7
The corporate governance and nominating committee currently
consists of Messrs. Gavin (Chairman), Jessick, McLaughlin,
Schwenke and Kahn.
All of the members of the corporate governance and nominating
committee are independent within the meaning of Nasdaq listing
requirements and the charter of the corporate governance and
nominating committee.
Human Resources and Compensation
Committee
.
The human resources and
compensation committee is authorized to determine compensation
for our senior executives and non-employee directors. The human
resources and compensation committee met 13 times during fiscal
2009. The human resources and compensation committee amended its
charter on September 24, 2009. A current copy of the
amended and restated human resources and compensation committee
charter was attached to our proxy statement for our fiscal 2008
annual meeting of stockholders as filed with the SEC on
October 7, 2008.
The human resources and compensation committee currently
consists of Messrs. Schwenke (Chairman), Kooper and Gavin.
All of the members of the human resources and compensation
committee are independent within the meaning of Nasdaq listing
requirements, a nonemployee director within the
meaning of
Rule 16b-3
promulgated under Section 16 of the Exchange Act and an
outside director within the meaning of
Section 162(m) of the Internal Revenue Code.
The human resources and compensation committee seeks to
compensate our executives at levels that are competitive with
peer companies in order to attract, retain and motivate superior
quality and highly experienced executives. Accordingly, its
executive compensation programs emphasize variable pay in the
form of annual and long-term incentive programs which tie a
significant portion of an executives compensation to our
success in achieving key strategic and financial goals. The
human resources and compensation committee does not delegate its
authority to establish executive and director compensation to
any other entity or person.
Meetings
of Directors and Annual Meeting of Stockholders
The board met 10 times during fiscal 2009. Each incumbent
director attended at least 75% of the aggregate meetings of our
board during fiscal 2009 that were held following his election
and of the meetings held by all committees on which he served.
The non-management members of our board meet at least twice per
fiscal year in executive session after regularly scheduled board
meetings.
It is our policy that all of our board members attend annual
meetings of stockholders except where the failure to attend is
due to unavoidable circumstances or conflicts. All of our
directors attended our fiscal 2008 annual meeting of
stockholders.
Director
Independence
No director is deemed to be independent unless our board
affirmatively determines that the director has no material
relationship with us, directly or as an officer, stockholder or
partner of an organization that has a material relationship with
us and in doing so, our board considers information regarding
the relationships between each director and his family, on the
one hand, and us, on the other. In assessing director
independence, our board considers all commercial, charitable or
other business relationships that any director may have with us
and our affiliates, including those reported under Certain
Relationships and Related Transactions below. The Nasdaq
independence definition includes a series of objective tests,
such as that the director is not an employee of ours and has not
engaged in various types of business dealings with us. In
addition, as further required by the Nasdaq listing
requirements, our board has made a subjective determination with
respect to each independent director that no relationships exist
which, in the opinion of our board, would interfere with the
exercise of independent judgment in carrying out the
responsibilities of a director. In making these determinations,
the directors reviewed and discussed information provided by the
directors and us with regard to each directors business
and personal activities as they may relate to us and our
management. As a result of its review, our board affirmatively
determined that all directors (other than Mr. Weiss) are
independent of us and our management under the Nasdaq
independence definition and that the audit committee, corporate
governance and nominating committee and human resources and
compensation committee are comprised exclusively of
8
independent directors under the Nasdaq rules. Mr. Weiss is
not considered independent because of his employment as one of
our executives. The board also determined that the directors who
serve as members of the audit committee are also
independent for purposes of Section 10(A)(3) of
the Exchange Act.
Director
Nominations
In making its recommendations as to nominees for election to our
board, the corporate governance and nominating committee may
consider, in its sole judgment, recommendations of our Chief
Executive Officer, other directors, senior executives,
stockholders and third parties. The corporate governance and
nominating committee may also retain third-party search firms to
identify potential nominees.
Stockholders desiring to recommend nominees should submit their
recommendations in writing to Roy Hibberd, Senior Vice
President, General Counsel and Secretary, Dollar Financial
Corp., 1436 Lancaster Avenue, Suite 310, Berwyn, PA 19312.
Recommendations from stockholders should include pertinent
information concerning the proposed nominees background
and experience. The corporate governance and nominating
committee may consider, as one of the factors in its evaluation
of stockholder recommended nominees, the size and duration of
the interest of the recommending stockholder or stockholder
group in our capital stock. The corporate governance and
nominating committee may also consider the extent to which the
recommending stockholder intends to continue holding its
interest in our capital stock, including, in the case of
nominees recommended for election at an annual meeting of
stockholders, whether the recommending stockholder intends to
continue holding its interest at least through the time of such
annual meeting.
Based on the information provided to the corporate governance
and nominating committee, it will make an initial determination
whether to conduct a full evaluation of a candidate. As part of
the full evaluation process, the corporate governance and
nominating committee may conduct interviews, obtain additional
background information and conduct reference checks of potential
nominees. The corporate governance and nominating committee may
also ask potential nominees to meet with management and other
members of our board. After completing this evaluation process,
the corporate governance and nominating committee makes a
recommendation to the full board, which makes the final
determination whether to nominate the candidate as a director.
In evaluating a candidate, our board, with the assistance of the
corporate governance and nominating committee, takes into
account a variety of factors as it deems appropriate, including
the following:
|
|
|
|
|
the nominees understanding of our business and the
industries in which we operate in general;
|
|
|
|
the nominees ability to regularly attend meetings of our
board and of any committees on which the director would serve;
|
|
|
|
the nominees ability to review in a timely manner and
understand materials circulated to our board regarding us or our
industry;
|
|
|
|
the nominees ability to participate in meetings and
decision making processes in an objective and constructive
manner; and
|
|
|
|
the nominees ability to be reasonably available, upon
request, to advise our officers and management.
|
The corporate governance and nominating committee also considers
such other factors as it deems appropriate, including a
nominees integrity, experience, achievements, judgment,
intelligence, personal character and capacity to make
independent analytical inquiries, ability and willingness to
devote adequate time to board duties, and the likelihood that he
or she will be able to serve on our board for a sustained
period. Due consideration is given to our boards overall
balance of diversity of perspectives, backgrounds and
experiences. The corporate governance and nominating committee
will also consider factors such as global experience, experience
as a director of a public company and knowledge of relevant
industries.
9
Ethics
Hotline
We encourage employees to raise possible ethical issues. We
maintain an ethics hotline that is available 24 hours a
day, seven days a week, and which is centrally answered by an
independent, third-party service. Callers may remain anonymous
and, to further protect the callers anonymity, the
telephone compliance hotline staff does not identify the gender
of the caller, tape record the call or use caller ID
or other methods to identify the telephone number of the caller.
We prohibit retaliatory action against any individual for
raising possible ethical issues, and employees at all levels are
prohibited from retribution against anyone for reporting or
supplying information about an ethical concern.
Communications
with the Board
The board recommends that stockholders deliver any
communications with our board in writing by sending them in care
of our Secretary. Stockholders may send such communications by
email to Roy Hibberd, our Senior Vice President, General Counsel
and Secretary at Roy.Hibberd@dfg.com, or by mail to Roy Hibberd,
Senior Vice President, General Counsel and Secretary, Dollar
Financial Corp., 1436 Lancaster Avenue, Suite 310, Berwyn,
PA 19312. The name(s) of any specific intended board
recipient(s) should be noted in the communication.
10
SECURITIES
OWNERSHIP
The following table sets forth information as of
September 24, 2009 regarding the beneficial ownership of
common stock by each director, by each executive officer named
in the Summary Compensation Table appearing elsewhere in this
proxy statement, by all directors and executive officers as a
group, and by each person known to us to be the beneficial owner
of more than 5% of our outstanding common stock. Except as
indicated below, to our knowledge, all of such common stock are
owned directly, and the indicated person has sole voting and
investment power.
We have calculated beneficial ownership in accordance with the
rules of the Securities and Exchange Commission. Shares of our
common stock subject to options currently exercisable or
exercisable within 60 days of September 24, 2009 are
deemed to be outstanding for calculating the percentage of
outstanding shares of the person holding those options, but are
not deemed outstanding for calculating the percentage of any
other person. As of September 24, 2009, there were a total
of 24,104,027 shares of our common stock issued and
outstanding. Unless otherwise indicated below in the footnotes
to the table, the address of each officer and director is
c/o Dollar
Financial Corp., 1436 Lancaster Avenue, Suite 310, Berwyn,
Pennsylvania 19312.
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
|
|
Beneficial
|
|
Percent of
|
Name and Address of Beneficial Owner:
|
|
Ownership
|
|
Class
|
|
Directors
:
|
|
|
|
|
|
|
|
|
Jeffrey A. Weiss
|
|
|
941,561
|
(1)
|
|
|
3.84
|
%
|
John Gavin
|
|
|
47,088
|
(2)
|
|
|
*
|
|
Clive Kahn
|
|
|
49,966
|
(3)
|
|
|
*
|
|
Michael Kooper
|
|
|
41,050
|
(4)
|
|
|
*
|
|
David Jessick
|
|
|
55,005
|
(5)
|
|
|
*
|
|
Ronald McLaughlin
|
|
|
41,050
|
(6)
|
|
|
*
|
|
Kenneth Schwenke
|
|
|
58,481
|
(7)
|
|
|
*
|
|
Other Named Executive Officers
:
|
|
|
|
|
|
|
|
|
Sydney Franchuk
|
|
|
45,148
|
(8)
|
|
|
*
|
|
Silvio Piccini
|
|
|
13,463
|
(9)
|
|
|
*
|
|
Norman Miller
|
|
|
70,034
|
(10)
|
|
|
*
|
|
Randy Underwood
|
|
|
103,142
|
(11)
|
|
|
*
|
|
5% Stockholders
:
|
|
|
|
|
|
|
|
|
Wasatch Advisors, Inc.
|
|
|
2,825,155
|
(12)
|
|
|
11.72
|
%
|
Southpoint Capital Advisors, LLC
|
|
|
2,353,257
|
(13)
|
|
|
9.76
|
%
|
Wellington Management Company, LLP
|
|
|
2,012,068
|
(14)
|
|
|
8.35
|
%
|
Royal Capital Management, LLC
|
|
|
1,689,307
|
(15)
|
|
|
7.00
|
%
|
Wells Fargo and Company
|
|
|
1,299,897
|
(16)
|
|
|
5.39
|
%
|
Burgundy Asset Management, Ltd.
|
|
|
1,250,409
|
(17)
|
|
|
5.19
|
%
|
Alydar Capital, LLC
|
|
|
1,241,410
|
(18)
|
|
|
5.15
|
%
|
All directors and executive officers as a group (15 persons)
|
|
|
1,508,138
|
(19)
|
|
|
6.18
|
%
|
|
|
|
*
|
|
Less than 1%
|
|
(1)
|
|
Includes options to purchase 21,495 shares of common stock
which are exercisable within 60 days of September 24,
2009 and 105,073 restricted shares of common stock.
|
|
(2)
|
|
Includes options to purchase 23,632 shares of common stock
which are exercisable within 60 days of September 24,
2009.
|
|
(3)
|
|
Includes options to purchase 23,632 shares of common stock
which are exercisable within 60 days of September 24,
2009.
|
|
(4)
|
|
Includes options to purchase 23,216 shares of common stock
which are exercisable within 60 days of September 24,
2009.
|
|
(5)
|
|
Includes options to purchase 24,049 shares of common stock
which are exercisable within 60 days of September 24,
2009.
|
|
(6)
|
|
Includes options to purchase 23,216 shares of common stock
which are exercisable within 60 days of September 24,
2009.
|
11
|
|
|
(7)
|
|
Includes options to purchase 24,153 shares of common stock
which are exercisable within 60 days of September 24,
2009.
|
|
(8)
|
|
Includes options to purchase 1,042 shares of common stock
which are exercisable within 60 days of September 24,
2009.
|
|
(9)
|
|
Includes options to purchase 1,042 shares of common stock
which are exercisable within 60 days of September 24,
2009.
|
|
(10)
|
|
Includes options to purchase 2,604 shares of common stock
which are exercisable within 60 days of September 24,
2009.
|
|
(11)
|
|
Includes options to purchase 2,604 shares of common stock
which are exercisable within 60 days of September 24,
2009.
|
|
(12)
|
|
Wasatch Advisors, Inc., a registered investment advisor, has a
principal place of business at 150 Social Hall Avenue, Salt Lake
City, Utah 84111.
|
|
(13)
|
|
As reported in a Schedule 13G/A filed on February 18,
2009 by Southpoint Capital Advisors LLC (Southpoint CA
LLC), a Delaware limited liability company and the general
partner of Southpoint Capital Advisors LP, a Delaware limited
partnership Southpoint Advisors). Southpoint GP, LLC
is a Delaware limited liability company and the general partner
of Southpoint GP, LP, a Delaware limited liability company and
the general partner of Southpoint Fund LP, a Delaware limited
partnership (the Fund), Southpoint Qualified
Fund LP, a Delaware limited partnership (the
Qualified Fund), and Southpoint Master Fund, LP, a
Cayman Islands exempted limited partnership (the Master
Fund). Southpoint Offshore Fund, Ltd., a Cayman Island
exempted company (the Offshore Fund), is also a
general partner of the Master Fund. The shares are held by the
Fund, the Qualified Fund and the Master Fund. Southpoint CA LLC,
Southpoint GP, LLC, Southpoint GP, Southpoint Advisors, Robert
W. Butts and John S. Clark II are deemed the beneficial
owner and have the sole power to vote and dispose of the shares.
The principal business address of Southpoint CA LLC is
623 Fifth Avenue, Suite 2503, New York, New York 10022.
|
|
(14)
|
|
Wellington Management Company, LLP, a registered investment
advisor, is a Massachusetts limited liability partnership and
its principal place of business is located at 75 State Street,
Boston, Massachusetts 02109.
|
|
(15)
|
|
Royal Capital Management, LLC (Royal Management), a
registered investment advisor, is a Delaware limited liability
company. Royal Management purchased our common stock for the
accounts of (i) Royal Capital Value Fund, L.P., a Delaware
limited partnership (Royal Fund), (ii) Royal
Capital Value Fund (QP), L.P., a Delaware limited partnership
(Royal Qualified), (iii) Royal Capital Long
Alpha Fund (QP), L.P., a Delaware limited partnership
(Royal Alpha Fund), (iv) RoyalCap Master Fund,
L.P., a Cayman Islands exempted limited partnership (Royal
Master); (v) RoyalCap Long Alpha Master Fund, L.P., a
Cayman Islands exempted limited partnership (Royal Alpha
Master); and (vi) a separately managed account (the
Account). Royal Management acts as investment
manager to Royal Fund, Royal Qualified, Royal Alpha Fund, Royal
Master, Royal Alpha Master and the Account.
Messrs. Medway and Fergang are the principals of Royal
Management. The address of Royal Management is 623 Fifth
Avenue, 24th Floor, New York, NY 10022.
|
|
(16)
|
|
Wells Fargo & Company, a parent holding company, holds
or shares on its own behalf and on the behalf of: Wells Capital
Management Incorporated, a registered investment advisor; Wells
Fargo Funds Management, LLC, a registered investment advisor;
Wells Fargo Bank, National Association, a bank; Wachovia
Securities, LLC., a registered investment advisor, and; Wachovia
Bank, National Association, a bank. The address of Wells
Fargo & Company is 420 Montgomery Street,
San Francisco, California 94163.
|
|
(17)
|
|
The principal business address of Burgundy Asset Management,
Ltd., a registered investment advisor, is 181 Bay Street,
Suite 4510, Toronto, Ontario M5J 2T3.
|
|
(18)
|
|
John A. Murphy, an individual, is Manager of Alydar Capital, LLC
and Alydar Partners, LLC, both Delaware limited liability
companies. Alydar Capital, LLC is the general partner of
Alysheba Fund, L.P. and Alysheba QP Fund, L.P. Alydar Partners,
LLC is the investment manager of Alysheba Fund Limited.
John A. Murphy disclaims beneficial ownership of the securities.
The address of Alydar Capital, LLC is 222 Berkeley Street, 17th
Floor, Boston, Massachusetts, 02116.
|
|
(19)
|
|
Includes options to purchase 173,285 shares of common stock
which are exercisable within 60 days of September 24,
2009 and 105,304 restricted shares of common stock.
|
12
EXECUTIVE
OFFICERS AND EXECUTIVE COMPENSATION
Executive
Officers
Our executive officers, as of October 5, 2009, including
their respective ages and positions, are set forth below:
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
Jeffrey A. Weiss
|
|
|
66
|
|
|
Chairman of the Board and Chief Executive Officer
|
Randy Underwood
|
|
|
59
|
|
|
Executive Vice President and Chief Financial Officer
|
Norman Miller
|
|
|
48
|
|
|
Executive Vice President and Chief Operating Officer
|
Sydney Franchuk
|
|
|
57
|
|
|
Executive Vice President and Chairman National Money
Mart
|
Silvio Piccini
|
|
|
46
|
|
|
Senior Vice President and Managing Director United
Kingdom Operations
|
Roy Hibberd
|
|
|
56
|
|
|
Senior Vice President, General Counsel and Secretary
|
Peter Sokolowski
|
|
|
48
|
|
|
Senior Vice President of Finance and Corporate Treasurer
|
William Athas
|
|
|
47
|
|
|
Senior Vice President of Finance and Corporate Controller
|
Melissa Soper
|
|
|
43
|
|
|
Senior Vice President of Corporate Administration
|
The following are biographical summaries of our executive
officers. The summary for Mr. Weiss appears in the section
of this proxy statement entitled
Proposal 1 Election of Directors.
Randy Underwood
has served as our Executive Vice
President, Chief Financial Officer and Assistant Secretary since
June 2004. Previously, Mr. Underwood served for three years
as Senior Vice President, Global Finance and Administration and
Chief Financial Officer for The Coleman Company, Inc. Prior to
his tenure at The Coleman Company, Mr. Underwood held
senior executive positions with Strategic Development Partners,
Inc. from 1999 through 2001 and with Thorn Americas, Inc., the
parent company of
Rent-A-Center,
Inc., including Senior Vice President and Chief Financial
Officer and Division President, from 1988 through 1998.
Earlier in his career, he practiced as a Certified Public
Accountant with the firm of Peat, Marwick, Mitchell and Co.
Norman Miller
has served as our Executive Vice President
and Chief Operating Officer since April 2007. Previously,
Mr. Miller was employed by Aramark, Inc., as Group
President Sports & Entertainment from 2002 to 2006 and
as President Correctional Services from 1998 to 2001.
Sydney Franchuk
, our Executive Vice President and
Chairman-National Money Mart has served in this capacity since
January 2007. Mr. Franchuk served as President of our North
America operations from November 1997 until January 2007.
Previously, Mr. Franchuk held the position of Vice
President of Finance and Administration for National Money Mart
Co. and Check Mart, an affiliated company in the United States.
Prior to joining us in 1985, Mr. Franchuk was a public
accountant with Woods & Company and Ernst &
Young LLP Chartered Accountants and is a Certified Management
Accountant.
Silvio Piccini,
our Senior Vice President and Managing
Director United Kingdom Operations, has served in
this capacity since February 2008. From January 2007 until
December 2007, Mr. Piccini served as a Principal of
Strategic Retail Management, a retail consulting firm. Prior to
that, Mr. Piccini served for one year as the Executive Vice
President and Chief Merchandising Officer for Movie Gallery,
Inc., a retail store video chain which acquired his employer of
nine years, Hollywood Entertainment, in 2005. During
Mr. Piccinis collective 10 years of employment in the
video store industry, he held several positions including VP of
Operations, SVP of Planning and Allocation, SVP of
Merchandising, SVP of Marketing, and finally, EVP and Chief
Merchandising Officer of the combined organization. Prior to
that, Mr. Piccini worked for Taco Bell Corporation, then a
subsidiary of Pepsico, Inc., in increasing roles of
responsibility for seven years.
Roy W. Hibberd
has served as our Senior Vice President,
General Counsel since July 2005 and as our Secretary since June
2008. Prior to joining us, Mr. Hibberd served as a Managing
Director of Smooth Engine, Inc., a consulting company and as a
Managing Director of Millennium Services Corp., a franchise and
business consulting firm, from July 2002 to July 2005. From 2000
until 2002, he served as the General Counsel and Managing
Director (US) for the United States operations of Virtual
Internet, plc, a London based public company providing internet
13
services and from 1996 to 1999 as the Vice President and General
Manager, The Americas, of the American Express Company.
Peter Sokolowski
has served as our Senior Vice President
of Finance and Corporate Treasurer since January 2008.
Mr. Sokolowski previously was our Senior Vice President of
Finance and Chief Credit Officer and he served as our Vice
President Finance from 1991 to 2002. Prior to joining us in
1991, Mr. Sokolowski worked in various financial positions
in the commercial banking industry.
William Athas
has served as our Senior Vice President of
Finance and Corporate Controller since January 2007. Previously,
he was our Vice President, Finance and Corporate Controller.
Prior to joining us in 2000, he was the divisional controller of
Timet, a titanium metals company from December 1998 until
January 2000. Mr. Athas worked at Asarco, Inc., a
non-ferrous metals company, from 1987 to 1998, where he was the
assistant corporate controller. He attained his CPA
certification in 1989.
Melissa Soper
has served as our Senior Vice President of
Corporate Administration since July 2007. Previously,
Ms. Soper served as our Vice President and General Manager,
We the People Division from July 2005 until July 2007 and
previously served from October 1996 through July 2005 as Vice
President, Corporate Human Resources with overall responsibility
for development of our global human resources department and for
compliance with state and federal labor laws.
14
Compensation
Discussion and Analysis
As a global provider of financial products and services to the
under-banked community, the value we deliver to customers and
shareholders depends in large part upon the quality and
capabilities of our people. Our business model is based on our
ability to both attract new customers and maintain relationships
with existing customers and, to maintain our strong mission,
customer focus, and entrepreneurial spirit. As with all of our
employees, the recruitment, retention and motivation of our
executive officers are critical factors to our business success.
We believe that the senior leadership provided by our Chairman
and Chief Executive Officer as well as the other individuals
included in the Summary Compensation Table below,
whom we refer to in this proxy statement as our named executive
officers, is the cornerstone to successfully implementing and
achieving our strategic plans. Through the following questions
and answers we will explain all material elements of our
executive compensation programs.
What
are the objectives of our executive compensation
programs?
Our compensation philosophy is to provide a strong focus on
overall company financial performance, business development and
creation of shareholder value. As a growth-oriented and
entrepreneurial company, our executive compensation programs are
designed to strongly align compensation with corporate
performance and the creation of shareholder value. We also seek
to compensate our executives at levels that are competitive with
peer companies in order to attract, retain and motivate superior
quality and highly experienced executives. Accordingly, our
executive compensation programs emphasize variable pay in the
form of annual and long-term incentive programs which tie a
significant portion of an executives compensation to our
success in achieving key strategic and financial goals.
For our fiscal 2009 executive compensation program, our human
resources and compensation committee retained an independent
consultant, Radford Surveys and Consulting, which we refer to as
Radford, to gather data regarding the types and amount of
compensation that our industry peer companies (which we identify
below) and other international retail and consumer companies
from which we recruit pay their executives and other key
employees. Radford assisted our human resources and compensation
committee in the review of relevant data and determination of
appropriate executive compensation levels, which we refer to as
the Radford Executive Compensation Review. This review provides
us with valuable data regarding the compensation level and
practices of our peer and other targeted companies, which, in
turn, assists us in setting compensation levels at competitive
levels.
For fiscal 2010, the human resources and compensation committee
retained the Hay Group, a global management consulting firm, to
provide a review of our executive compensation programs, which
we refer to as the Hay Group Executive Compensation Review. We
largely maintained our group of peer companies selected for
fiscal 2009 that include both financial services and broader
consumer/retail services peers. Our human resources and
compensation committee felt that given our retail focus,
international operations and growth strategy, we have more
sophisticated management needs than our financial services
peers. Therefore, our human resources and compensation committee
concluded that a broader consumer/retail services peer group is
more representative of the caliber of executive talent needed to
manage a high growth, multi-location and multi-national business.
We set annual compensation for fiscal 2009 based, in part, on a
detailed report from Radford that we received in June 2008. In
this report, Radford:
|
|
|
|
|
described the compensation elements and practices of the peer
companies selected by our human resources and compensation
committee (identified below);
|
|
|
|
compared the compensation levels of each of our named executive
officers and certain other executives with those of our
peers; and
|
|
|
|
recommended various long-term incentive vehicles for
consideration.
|
We set annual compensation for fiscal 2010 based, in part, on a
detailed report from the Hay Group. In this report, the Hay
Group:
|
|
|
|
|
described the compensation elements and practices of the peer
companies selected by our human resources and compensation
committee (identified below);
|
|
|
|
compared the compensation levels and pay mix of each of our
named executive officers and certain other executives with those
of our peers;
|
15
|
|
|
|
|
compared the compensation levels of our named executive officers
and certain other executives to Hay Groups General
Industry and Retail Industry compensation surveys using Hay
Groups Job Evaluation Methodology; and
|
|
|
|
reviewed the long-term incentive plan design practices among the
peer group and the general market and provided recommendations
for the fiscal 2010 long-term incentive program.
|
Our Chairman and Chief Executive Officer and our Chief Financial
Officer, and our Chairman and Chief Executive Officer with
regard to our Chief Financial Officer, provided our human
resources and compensation committee with:
|
|
|
|
|
an assessment of each other named executive officers
performance contributions for the prior year as well as
sustained performance contributions over a number of
years; and
|
|
|
|
significant changes in responsibilities delegated to each other
named executive officer during the year.
|
Our human resources and compensation committee considered this
information in each instance, and discussed the data and
recommendations referenced above with our Chairman and Chief
Executive Officer for recommendations for named executive
officers other than himself, and representatives from Radford
with respect to fiscal 2009 and the Hay Group with respect to
fiscal 2010, with respect to senior executives base pay
and our annual cash bonus and long-term incentive programs. Our
human resources and compensation committee considered all of the
inputs described above, as well as additional factors such as
retention issues, our short and long-term performance goals and
our overall compensation philosophy, and presented its
recommendations to our board for each element of compensation
then being considered. Based on the empirical compensation data
gathered during the Radford and the Hay Group Compensation
Review, combined with the compensation philosophy and objectives
communicated by our human resources and compensation committee,
our board discussed, considered and approved these
recommendations.
With respect to the compensation of our Chairman and Chief
Executive Officer, our human resources and compensation
committee is responsible for reviewing and approving the goals
and objectives relating to our Chairman and Chief Executive
Officers compensation, evaluating the performance of our
Chairman and Chief Executive Officer in light of such goals and
objectives, and setting our Chairman and Chief Executive
Officers compensation level, perquisites and other
benefits based on this evaluation, which are also then approved
by our board. Discussions with respect to the compensation for
our Chairman and Chief Executive Officer are held during
executive sessions of the human resources and compensation
committee. Only the members of the human resources and
compensation committee are present for executive sessions and,
at times, the committees compensation consultant,
currently the Hay Group, is present by invitation.
What
are the principal components of our executive compensation
programs?
Our executive compensation programs consist of three key
elements: (i) base salary; (ii) performance-based
annual bonus, payable in cash; and (iii) long-term
incentive compensation, which for fiscal 2009 and fiscal 2010
included grants of restricted stock, restricted stock units,
options to purchase our common stock and long-term cash
incentives. Generally, as an executives responsibilities
increase, our human resources and compensation committee
allocates a greater portion of his or her total compensation
potential from fixed components such as base salary to variable
components such as annual bonus and long-term incentive
compensation. We believe this allocation approach reflects our
pay-for-performance
compensation philosophy because of the greater influence that
most of our senior executives have on our annual and long-term
business results. Each of these principal components is
described in more detail below.
Base Salary:
We use base salary as a
significant retention tool that provides executives with a base
level of income. Historically, base salary determinations for
our named executive officers take into account many factors,
including:
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|
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|
|
the depth and breadth of an individuals past business
experience;
|
|
|
|
the individuals current and historical performance and
contributions to us;
|
|
|
|
the individuals future potential with us;
|
16
|
|
|
|
|
the individuals role and unique skills;
|
|
|
|
consideration of external market data relating to compensation
for similar positions at peer companies, adjusted for the scope
of responsibilities and the uniqueness of the role; and
|
|
|
|
subjective positional performance criteria.
|
In addition to the factors described above, the human resources
and compensation committee also considered the findings of the
Radford Executive Compensation Review in making its base salary
determinations for fiscal 2009 and the Hay Group Executive
Compensation Review in making its base salary determination for
fiscal 2010. Consistent with our compensation objectives of
attracting and retaining top executive talent, we believe that
the base salaries of our named executive officers should be set
at levels which, while not always leading our peer group, are
strongly competitive with our peer group. As such, our human
resources and compensation committee, Chairman and Chief
Executive Officer and our Chief Financial Officer determined
that the appropriate base salary target for our named executive
officers should be a combination of the 50th percentile of
all peers and the aforementioned Hay Group surveys and
methodology data, with the ability to move higher based on the
factors noted above and other factors deemed relevant by the
human resources and compensation committee. Given our
international business model, we seek executive talent with
large, international public company experience, and prefer
executive talent with substantial consumer retail experience.
Therefore, we consider benchmarking against the consumer/retail
services industries to be more relevant than specialized
financial services companies. We have found that benchmarking
our executive pay to this broader industry group has enabled us
to attract and retain the highest caliber executives from that
group.
For fiscal 2009, we increased the base salaries for each of
Messrs. Weiss (from $850,000 to $900,000), Underwood (from
$420,000 to $445,000), Miller (from $425,000 to $450,000) and
Piccini (from £157,500 to $275,000), respectively, to
maintain the executives salary with the targeted
percentile of our peer group, after taking into account each of
their respective roles and levels of responsibility within our
organization as well as each of their expected contributions to
our long-term business strategies and objectives. Fiscal 2009
salary increases were effective as of July 1, 2008, except
with respect to Mr. Weiss, whose salary increase was
effective November 1, 2008.
We did not increase Mr. Franchuks base salary for
fiscal 2009. Mr. Franchuk was promoted to the position of
Executive Vice President and Chairman-National Money Mart
Company effective January 1, 2007 and his base salary was
increased at that time to C$400,000 to reflect the expanded
responsibilities of his new position as well as past performance
and market conditions.
Based upon the Hay Group Executive Compensation Review for
fiscal 2010, the named executive officers are near the market
median in total direct compensation which includes base salaries
and, short and long-term incentives. Typically, the human
resources and compensation committee would have recommended
increases in base salaries for fiscal 2010 based on the Hay
Group Executive Compensation Review and more specifically,
managements performance against a number of previously
determined performance goals. However, in light of the
challenging economic conditions in the markets in which we
compete, the human resources and compensation committee instead
elected to award named executive officers and certain other
executives discretionary cash bonus awards based on the
committees subjective judgment and our performance against
financial and strategic objectives for fiscal 2009, leaving base
salaries unchanged for this fiscal year.
Therefore, our human resources and compensation committee
approved the payment of the following discretionary cash bonus
awards, to be paid on or about September 1, 2009 to our
named executive officers:
|
|
|
|
|
Named Executive Officer
|
|
Discretionary Cash Bonus Award
|
|
Jeffrey A. Weiss
|
|
|
$45,000
|
|
Randy Underwood
|
|
|
$66,750
|
|
Norm Miller
|
|
|
$67,500
|
|
Sydney Franchuk(1)
|
|
|
C$40,000
|
|
Silvio Piccini
|
|
|
$13,750
|
|
|
|
|
(1)
|
|
Reflected in Canadian dollars.
|
17
Annual Bonus:
Our annual cash bonus program
for our Chief Executive Officer, Chief Operating Officer and
Chief Financial Officer is referred to as our Executive
Management Bonus Program. Our annual cash bonus program for our
other key management employees is referred to as our Key
Management Bonus Program. Each of our named executive officers
is eligible to receive a target annual cash incentive award,
expressed as a percentage of his base salary, under the
applicable program. In general, participants in the Key
Management Bonus Program fall within grade levels depending on
position title, level of responsibility and scope of duties.
Generally, an executives target bonus opportunity
increases as they progress in grade level. However, for Jeffrey
Weiss, Randy Underwood and Norm Miller, the target awards are
dictated by their respective employment agreements.
For fiscal 2009, each named executive officers annual
bonus, other than Messrs. Franchuks and
Piccinis, are determined largely based on the extent to
which we achieve our consolidated targeted annual earnings
before income taxes, depreciation, amortization and other items,
which we refer to as EBITDA. Mr. Franchuks annual
bonus is determined in part based on the extent to which our
Canadian retail operations achieves its EBITDA target and in
part based on the extent to which we achieve our targeted
consolidated EBITDA target. Mr. Piccinis annual bonus
is determined in part based on the extent to which our United
Kingdom retail operations achieves its EBITDA target and in part
based on the extent to which we achieve our targeted
consolidated EBITDA target. The annual bonus program is designed
to be linked to the achievement of targeted EBITDA to motivate
our named executive officers to improve our overall
profitability.
During fiscal 2009, our board of directors revised the EBITDA
targets initially established for the named executive officers
at the beginning of the year as a result of significant
variations in currency fluctuations. The board of directors
believed that such adjustments to the annual cash bonus program
for fiscal 2009 were necessary given the fluctuating currency
market so that the annual bonus program would have the desired
effect to incentivize management. Accordingly, the fiscal 2009
EBITDA calculation was based on the first six months EBITDA
target based upon actual exchange rates and, the second six
months EBITDA target based on constant currency rates, which
resulted in an annual EBITDA target for fiscal 2009 of
approximately $155 million and an annual EBITDA upper
threshold target for fiscal 2009 of approximately
$162.8 million for annual bonus purposes. As set forth in
the table below, our named executive officers are entitled to
receive the stated percentage of their salary as bonus upon
meeting the EBITDA target. We begin paying the annual bonus to
the named executive officer once we achieve 90% of the EBITDA
target, which we refer to as the lower threshold. If EBITDA is
above the lower threshold but less than the target amount, the
named executive officer will earn a bonus as determined based on
linear interpolation between such amounts. The named executive
officer also earns a stretch bonus, as set forth in the table
below, if we exceed our EBITDA target. If our EBITDA exceeds the
target amount, the named executive officer will earn a bonus as
determined based on linear interpolation between such amounts up
to the upper threshold.
The tables below summarize the annual cash bonuses for our named
executive officers for fiscal 2009 as approved by our human
resources and compensation committee:
Fiscal
2009 Annual Bonuses for Named Executive Officers
Bonus Opportunity
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Bonus Opportunity
|
|
Stretch Bonus Opportunity
|
|
Total Bonus Opportunity for
|
|
|
as a Percentage of Salary
|
|
as a Percentage of Salary
|
|
Fiscal 2009
|
|
|
Business
|
|
Company
|
|
Business
|
|
Company
|
|
|
|
Amount
|
|
|
Unit
|
|
Consolidated
|
|
Unit
|
|
Consolidated
|
|
% of Base
|
|
in Local
|
Executive
|
|
EBITDA
|
|
EBITDA
|
|
EBITDA
|
|
EBITDA
|
|
Salary
|
|
Currency
|
|
Jeffrey A. Weiss
|
|
|
N/A
|
|
|
|
100
|
%
|
|
|
N/A
|
|
|
|
50
|
%
|
|
|
150
|
%
|
|
|
$1,350,000
|
|
Randy Underwood
|
|
|
N/A
|
|
|
|
80
|
%
|
|
|
N/A
|
|
|
|
80
|
%
|
|
|
160
|
%
|
|
|
$ 712,000
|
|
Norm Miller
|
|
|
N/A
|
|
|
|
80
|
%
|
|
|
N/A
|
|
|
|
80
|
%
|
|
|
160
|
%
|
|
|
$ 720,000
|
|
Sydney Franchuk
|
|
|
40
|
%
|
|
|
20
|
%
|
|
|
30
|
%
|
|
|
30
|
%
|
|
|
120
|
%
|
|
|
C$ 480,000
|
|
Silvio Piccini
|
|
|
40
|
%
|
|
|
10
|
%
|
|
|
32.5
|
%
|
|
|
17.5
|
%
|
|
|
100
|
%
|
|
|
$ 275,000
|
|
For 2009, the following bonuses were earned by our named
executive officers.
18
Bonus Achieved:
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|
|
|
|
|
|
|
|
|
|
|
|
|
Target Bonus Achieved as a
|
|
Stretch Bonus Achieved
|
|
Total Bonus Achieved for
|
|
|
Percentage of Salary
|
|
as a Percentage of Salary
|
|
Fiscal 2009
|
|
|
|
|
Company
|
|
|
|
Company
|
|
|
|
|
|
|
Business
|
|
Consolidated
|
|
Business
|
|
Consolidated
|
|
|
|
Amount
|
|
|
Unit
|
|
EBITDA
|
|
Unit
|
|
EBITDA
|
|
% of Base
|
|
In Local
|
Executive
|
|
EBITDA
|
|
Results
|
|
EBITDA
|
|
Results
|
|
Salary
|
|
Currency
|
|
Jeffrey A. Weiss
|
|
|
N/A
|
|
|
|
100
|
%
|
|
|
N/A
|
|
|
|
1.28
|
%
|
|
|
101.28
|
%
|
|
|
$911,520
|
|
Randy Underwood
|
|
|
N/A
|
|
|
|
80
|
%
|
|
|
N/A
|
|
|
|
2.048
|
%
|
|
|
82.048
|
%
|
|
|
$365,114
|
|
Norm Miller
|
|
|
N/A
|
|
|
|
80
|
%
|
|
|
N/A
|
|
|
|
2.048
|
%
|
|
|
82.048
|
%
|
|
|
$369,216
|
|
Sydney Franchuk
|
|
|
8
|
%
|
|
|
20
|
%
|
|
|
0
|
%
|
|
|
0.768
|
%
|
|
|
28.768
|
%
|
|
|
C$115,072
|
|
Silvio Piccini
|
|
|
40
|
%
|
|
|
10
|
%
|
|
|
32.5
|
%
|
|
|
0.45
|
%
|
|
|
82.948
|
%
|
|
|
$228,107
|
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Final bonus payments are determined and paid after the
completion of our fiscal year audit. On August 27, 2009,
the board approved the payment of fiscal 2009 bonuses in
accordance with the previously approved plan for our named
executive officers. These amounts are set forth in the table
above and in the Summary Compensation Table below.
On June 25, 2009, our human resources and compensation
committee approved a cash bonus plan for fiscal 2010 for certain
members of our executive management team and key personnel to be
based upon EBITDA operating targets. The target bonus award and
maximum bonus opportunity for each of our named executive
officers are as follows: Mr. Weiss, 100% and 150%,
respectively, Mr. Underwood, 80% and 160%, respectively,
Mr. Miller, 80% and 160%, respectively, Mr. Franchuk,
60% and 120%, respectively, and Mr. Piccini, 50% and 100%,
respectively. In addition, our board of directors has indicated
that it may award additional bonuses in its discretion based
upon individual and company performance against strategic
objectives.
Special Retention Equity Bonus Awards:
On
December 4, 2008, the human resources and compensation
committee approved the grant of special retention equity bonus
awards to certain executives, including awards to Randy
Underwood, Norman Miller and Silvio Piccini, each a named
executive officer. Seventy-five percent of the value of the
award granted to each recipient was granted in the form of
restricted stock units and twenty-five percent of the value of
such award was granted in the form of an option to purchase our
common stock at an exercise price equal to $6.98, the closing
price of our common stock on the date of grant. The awards were
granted pursuant to the terms of the Companys 2005 Equity
Incentive Plan and the 2007 Equity Incentive Plan.
Mr. Underwood received an award of 42,980 restricted stock
units and an option to purchase 40,064 shares of common
stock, Mr. Miller received an award of 42,980 restricted
stock units and an option to purchase 40,064 shares of
common stock and Mr. Piccini received an award of 18,266
restricted stock units and an option to purchase
17,027 shares of common stock. One quarter of each award
will vest as of December 31, 2009, one quarter will vest as
of December 31, 2010 and the remaining one-half will vest
as of December 31, 2011, subject to certain terms and
conditions of each award as set forth in the grant agreement for
each recipient. The recipients, including Mr. Underwood and
Mr. Miller possess industry expertise and company knowledge
that the committee believes is critical to our success and these
awards are intended to enhance the likelihood that we retain the
services of these management personnel. Further, given the
unexpected affects of the global economy and its impact on the
equity markets, the committee believed that a special retention
award was necessary as equity awarded in previous incentive
programs had little current retentive value.
Long-Term Incentive
Compensation:
Historically, our equity-based
awards to executives have taken the form of restricted common
shares or options to purchase our common stock under our 1999
Equity Incentive Plan and our 2005 Equity Incentive Plan. In
November 2007, we began to grant awards under our 2007 Equity
Incentive Plan. Awards were recommended by our Chairman and
Chief Executive Officer and human resources and compensation
committee and based on discretionary factors including but not
limited to an executives position, level and breadth of
responsibility, and significant contributions to us.
At the end of June 2008 and 2009, our human resources and
compensation committee approved the adoption of a long-term
incentive program for fiscal 2009 and fiscal 2010, respectively,
which we refer to as the LTIP. The LTIP is intended to achieve
the following objectives:
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to enhance our ability to attract and retain desired talent;
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to reward both achievement of annual goals as well as sustained
performance over time;
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to align executives interests with shareholders
interests;
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to limit shareholder dilution; and
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to assist executives in planning for retirement.
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A number of alternatives were considered for the LTIP and after
evaluating the various alternatives in light of our long-term
incentive compensation objectives, our human resources and
compensation committee determined that including restricted
stock units, non-qualified options to purchase shares of our
common stock, and long-term cash incentives in our LTIP for
fiscal 2010, the same elements used for our LTIP for fiscal
2009, allowed us the opportunity to achieve the largest number
of these objectives.
All of our named executive officers participate in the LTIP,
except for Mr. Weiss who is granted awards pursuant to the
terms of his employment agreement. The program parameters for
each of the components are as follows:
Restricted Stock Units and Non-Qualified Stock
Options:
Restricted stock unit awards and option
awards for each of fiscal 2009 and 2010 were granted by our
human resources and compensation committee on June 26, 2008
and August 11, 2009, respectively, and vest ratably on a
quarterly basis over a three-year period beginning with the
quarter ending September 30 after grant, thereby achieving a
desired balance between short-term and long-term retention
objectives for our key management and executives.
Long-Term Cash Incentives:
Awards for each of
fiscal 2009 and fiscal 2010 were granted by our human resources
and compensation committee on June 26, 2008 and
August 11, 2009, respectively, and vest ratably on an
annual basis over a three-year period, provided that we meet
certain EBITDA targets (which are the same as with the annual
bonus program discussed above)
and/or
other
strategic objectives as set by our board for fiscal 2009 and
fiscal 2010, respectively, and the named executive officer
remains employed with us on each respective payment date over
the three year period.
The human resources and compensation committee intends to review
the LTIP program each fiscal year to determine whether, and to
what extent, awards under the LTIP will be granted in subsequent
fiscal years.
For fiscal 2009, long-term incentives were provided to our named
executive officers in the form of restricted stock units,
options to purchase shares of our common stock and long term
cash awards. Each of the three components equaled approximately
one-third of the total value of the award. At the time of the
awards, we believed that equity awards were more likely to
enhance management retention and therefore we awarded two-thirds
of the LTIP in restricted stock units and options. Awards for
the named executive officers were as follows:
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Restricted Stock
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Long-Term
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Executive
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Units(1)
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Options(1)
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Cash(2)
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Randy Underwood
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12,500
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31,250
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$
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240,000
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Norm Miller
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12,500
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31,250
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$
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240,000
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Sydney Franchuk
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5,000
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12,500
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$
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96,000
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Silvio Piccini
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5,000
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12,500
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$
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96,000
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(1)
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Awards are granted under our 2007 Stock Incentive Plan, are
effective July 1, 2008, and vest ratably on a quarterly
basis over a three-year period beginning with the quarter ending
September 30, 2008, subject to the named executive officer
remaining employed with us through the applicable vesting date.
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(2)
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Awards are effective July 1, 2008 and vest on an annual
basis over a three-year period, provided that we meet our annual
EBITDA target and/or strategic objectives as determined by our
board for the fiscal year ending June 30, 2009 and the
named executive officer remains employed with us on each
respective payment date June 30, 2009,
June 30, 2010 and June 30, 2011.
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On June 25, 2009, our human resources and compensation
committee determined that we met our targets for fiscal 2009
pursuant to our LTIP.
20
For fiscal 2010, long-term incentives were provided to our named
executive officers in the form of restricted stock units,
options to purchase shares of our common stock and long term
cash awards. Restricted stock units and long term cash awards
are each approximately forty percent of the total value of the
award, with options valued at the remaining twenty percent.
Based on the recent volatility of the market, we believed
restricted stock units and long term cash were more likely to
enhance management retention. For fiscal 2010, our named
executive officers received the following LTIP awards:
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Restricted Stock
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Long-Term
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Executive
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Units(1)
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Options(1)
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Cash(2)
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Randy Underwood
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18,425
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18,425
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$
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257,950
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Norm Miller
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18,425
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18,425
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$
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257,950
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Sydney Franchuk
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4,604
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4,604
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$
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64,453
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Silvio Piccini
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7,370
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7,370
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$
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103,180
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(1)
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Awards are granted under our 2007 Stock Incentive Plan, are
effective July 1, 2009, and vest ratably on a quarterly
basis over a three-year period beginning with the quarter ending
September 30, 2009, subject to the named executive officer
remaining employed with us through the applicable vesting date.
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(2)
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Awards are effective July 1, 2009 and vest on an annual
basis over a three-year period, provided that we meet our annual
EBITDA target and/or strategic objectives as determined by our
board for the fiscal year ending June 30, 2010 and the
named executive officer remains employed with us on each
respective payment date June 30, 2010,
June 30, 2011 and June 30, 2012.
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On November 13, 2008, our human resources and compensation
committee approved a grant to Mr. Weiss of
96,752 shares of restricted stock and options to purchase
48,469 shares of common stock at an exercise price equal to
$9.38, the closing price of our common stock on the date of
grant. This annual grant is provided for in Mr. Weiss
employment agreement with us.
On August 27, 2009, our human resources and compensation
committee approved a special grant of an equity award to
Mr. Weiss in the amount of $450,000 in recognition of his
leadership and diligence during an extremely challenging
business year, and as he was not included in previous special
retention equity awards provided for other members of
management. Seventy-five percent of the value of the equity
award was granted in the form of restricted stock units, or
20,258 restricted stock units, and twenty-five percent of the
value of such equity award was granted in the form of an option
to purchase common stock of the Company, or 12,909 shares
of common stock, at an exercise price equal to $16.66, the
closing price of our Companys common stock on the date of
grant. The equity award was granted pursuant to the
Companys 2007 Equity Incentive Plan and, pursuant to the
terms of Mr. Weiss employment agreement. See
Narrative Disclosure Relating to Summary Compensation
Table and Grants of Plan-Based Awards Table Jeffrey
Weiss. The equity award will vest on December 31,
2010. The equity award also provides for the acceleration of
vesting in the event of Mr. Weiss (i) death,
(ii) permanent disability, (iii) termination by the
Company without cause or (iv) resignation for good reason.
Deferred
Compensation Plan
Certain of our key executives, including our named executive
officers, are eligible to participate in our executive Deferred
Compensation Plan, which is referred to in this proxy as the
Deferred Compensation Plan. The Deferred Compensation Plan
provides participants with the opportunity to save and
accumulate additional income on a pre-tax basis which otherwise
would be lost under our tax qualified 401(k) plan on account of
Internal Revenue Code provisions which limit the compensation
that may be taken into account, and the benefits that may be
accrued under, a qualified plan.
Similar to a qualified 401(k) plan, the Deferred Compensation
Plan enables participants to defer a percentage of their base
salary and or bonus compensation and to choose how such deferred
amounts are invested. Furthermore, as with our 401(k) plan, the
Deferred Compensation Plan allows participants to earn a rate of
return, based on the participants investment elections, on
their account balance on a tax-deferred basis. In addition, the
Deferred Compensation Plan offers the flexibility of saving for
retirement or for a shorter period of time. From
time-to-time,
we may make discretionary contributions to the Deferred
Compensation Plan on the executives behalf. These
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contributions are subject to vesting conditions as established
by our board. We made no discretionary contributions to the
Deferred Compensation Plan during fiscal 2009.
Capstone
Award with Chairman and Chief Executive Officer and Retention
Bonus with our Chief Financial Officer
Pursuant to the terms of his initial employment agreement dated
October 5, 2007, Mr. Weiss will be entitled to receive
a supplemental retirement benefit (which we refer to as the
Capstone Award). On December 18, 2008, we entered into an
amendment to the employment agreement with Mr. Weiss with
respect to the Capstone Award in order to revise the form and
time of distribution of the Capstone Award. As originally
provided for in his initial employment agreement, the Capstone
Award is payable if Mr. Weiss terminates his employment by
reason of retirement, he is terminated by us by reason of
disability or without cause, or he resigns with good reason, or
if a change in control occurs during his employment by us.
Pursuant to the terms of the amendment to his employment
agreement, Mr. Weiss will be entitled to receive a lump-sum
payment which is the actuarial equivalent of an annual benefit
of $300,000 (the amount originally provided for in his initial
employment agreement) payable to him in equal monthly
installments during his lifetime commencing on the first
business day of the calendar month that follows the vesting date
of the award and a $150,000 annual survivor benefit (the amount
originally provided for in the initial employment agreement)
payable on his subsequent death to his surviving spouse for her
lifetime. If Mr. Weiss dies prior to the vesting date of
the award and he then is and has remained married to his current
spouse through his date of death, the Capstone Award shall not
be paid and his spouse will be entitled to receive a lump-sum
payment that is the actuarial equivalent of an annual benefit of
$150,000 payable to her in equal monthly installments for her
lifetime commencing on the first business day of the calendar
month following Mr. Weiss death. For a further
discussion of Mr. Weiss Capstone Award, see
Potential Payments upon Termination or Change in
Control Jeffrey Weiss in this proxy statement.
Pursuant to the terms of his employment agreement,
Mr. Underwood is entitled to receive an annual retention
bonus at the rate of $150,000 per year, which in the event
Mr. Underwood terminates his employment with us for any
reason on or after June 30, 2011, the annual bonus will be
payable at the same rate until Mr. Underwoods death
and, if he has remained married to his spouse through the date
of his death, his spouse will thereafter be entitled to receive
$75,000 per year for her lifetime. The retention bonus will
become vested upon the occurrence of the following:
(a) Mr. Underwood terminates employment for any reason
on or after June 30, 2011,
(b) Mr. Underwoods employment is terminated by
us without cause, by Mr. Underwood with good reason or by
reason of Mr. Underwoods death or disability, or
(c) our change in control. For a further discussion of
Mr. Underwoods retention bonus, see Potential
Payments upon Termination or Change in Control
Randall Underwood in this proxy statement.
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What do
we seek to reward and accomplish through our executive
compensation programs?
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We believe that our compensation programs, collectively, should
enable us to attract, retain and motivate high quality
executives with international and public company experience. We
provide annual bonus awards primarily to motivate key employees
to meet business unit and corporate annual performance targets
that take into account and enhance our performance. We evaluate
our performance by reference to both our annual performance
targets as compared to our annual internal EBITDA goals and, in
addition, for fiscal 2010, strategic objectives as established
by our board. Strategic objectives are annual objectives which
contribute to our long term growth strategies. We design
long-term incentive awards primarily to retain as well as to
motivate and reward key employees over longer periods, generally
ranging up to three years. Through vesting and forfeiture
provisions that we include in annual awards of stock options,
restricted stock units, and long-term cash incentives, we
provide an additional incentive to executives to act in
furtherance of our long-term and our shareholders
interests.
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Why have
we selected each principal component of our executive
compensation programs?
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We have selected programs that we have found are commonly used
by international public companies, both within and outside of
our industry, because we have found commonly used programs are
well understood by our shareholders, our executives, executives
we seek to hire, and analysts and credit rating agencies.
Moreover, we
22
selected each program only after we first confirmed, with the
assistance of outside professional advisors, that the program
comports with settled legal and tax rules.
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How do we
determine the amount of each principal component of compensation
to our executives?
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Our human resources and compensation committee exercises
judgment and discretion in setting compensation for our senior
executives only after it has first reviewed industry data and
peer company practices, addressed targeted compensation with an
independent compensation consultant, evaluated the
recommendations of our Chairman and Chief Executive Officer and
Chief Financial Officer, and evaluated our corporate
performance. Our human resources and compensation committee has
generally attempted to set our executive compensation as a whole
within the middle range of comparative pay at peer group
companies as described in more detail below under the heading
To what extent do we benchmark total compensation and
material elements of compensation and what are the benchmarks
that we use?
We are currently parties to an employment agreement with certain
of our named executive officers which provides that their salary
and target annual bonus percentage is at a fixed rate agreed
between the parties, other than our Chairman
National Money Mart and Managing Director United
Kingdom Operations which does not set forth a target annual
bonus percentage, and therefore, this component cannot be
reduced at the discretion of our human resources and
compensation committee.
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What
specific items of corporate performance do we take into account
in setting compensation policies and making compensation
decisions?
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Historically, achievement of our targeted EBITDA at the
consolidated and business unit levels and the achievement of our
strategic objectives as established by our board have been the
primary incentive targets under our annual bonus and long-term
incentive compensation programs. For purposes of determining
whether annual EBITDA targets have been achieved, our human
resources and compensation committee may make adjustments to our
EBITDA results in any objective manner it deems appropriate in
its discretion to take into account the impact of extraordinary
or non-recurring events such as a significant investment,
disposition or acquisition, or performance toward and
achievement of our strategic objectives.
Additionally, under our fiscal 2009 and fiscal 2010 LTIP,
respectively, we make payments for the long-term cash
compensation component if we meet certain EBITDA targets
and/or
other
strategic objectives as set by our board for the respective
fiscal years and, the named executive officer remains employed
with us on each respective payment date which for fiscal 2009 is
June 30, 2009, June 30, 2010 and June 30, 2011
and for fiscal 2010 is June 30, 2010, June 30, 2011,
and June 30, 2012.
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What
factors do we consider in decisions to increase or decrease
compensation materially?
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As stated above under the heading How do we determine the
amount of each principal component of compensation to our
executives, we have contractual commitments with each
Jeffrey Weiss, Randy Underwood and Norm Miller to pay a rate of
base salary and annual target bonus mutually agreed upon as a
result of the arms length negotiation of each named executive
officers employment agreement with us, thereby limiting
our ability to decrease those components of their compensation
during the respective terms of their employment agreements. The
factors that we consider in decisions to increase compensation
include the individual performance of the executive, our
corporate performance, and the annual benchmarking initiatives
as discussed throughout this Compensation Discussion and
Analysis.
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How do
accounting considerations impact our compensation
practices?
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Prior to implementation of a compensation program and awards
under the program, we evaluate the cost of the program and
awards in light of our current performance and anticipated
budgeted performance. We also review the design of compensation
programs to assure that the recognition of expense for financial
reporting purposes is consistent with our financial modeling. We
designed our fiscal 2009 and fiscal 2010 programs so that
overall costs fell within a budgeted dollar amount and, that the
awards under those programs would be accounted for under
standards governing equity-based arrangements and, more
specifically, so that they would be afforded fixed treatment
under those standards.
23
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How do
tax considerations impact our compensation practices?
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Prior to our implementation of a compensation program and awards
under the program, we evaluate the Federal and international
income tax consequences, both to us and to our executives, of
the contemplated program and awards. Before approving a program,
our human resources and compensation committee receives an
explanation from our outside professionals as to the tax
treatment of the program and awards under the program, and
assurances from our outside professionals that the tax treatment
should be respected by taxing authorities.
Section 162(m) of the Internal Revenue Code limits our tax
deduction each year for compensation to each of our Chairman and
Chief Executive Officer and our three other highest paid
executive officers (not including our Chief Financial Officer)
to $1 million unless, in general, the compensation is paid
under a plan that is performance-related, non-discretionary and
has been approved by our shareholders. Our human resources and
compensation committee monitors, and will continue to monitor,
the effect of Section 162(m) on our compensation programs;
however, given our significant net operating losses, we have not
attempted to structure compensation to be fully deductible under
Section 162(m).
We adopted our Deferred Compensation Plan primarily for our
U.S. executives to provide them with an opportunity to save
for the future without paying a current tax on the deferred
amounts.
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Why have
we entered into agreements with named executive officers that
provide for post-employment payments following a
change-in-control?
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We have found it is in our best interest to have agreements with
certain of our named executive officers to assure that we will
have the continued dedication and objectivity of those
individuals, notwithstanding the possibility, threat or
occurrence of a change in control. The agreements with our
Chairman and Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer, and Chairman of National Money Mart
Company provide for post-employment payments following a change
in control as described in the Payments upon
Termination of Employment and Change in Control section
below.
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To what
extent do we benchmark total compensation and material elements
of compensation and what are the benchmarks that we
use?
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As discussed previously, in setting compensation for our named
executive officers for fiscal 2009 and 2010, our human resources
and compensation committee compared the elements of total
compensation to compensation provided by peer groups of
industry, financial services and broader consumer/retail
services peers, preferably with international operations. Our
human resources and compensation committee used peer group data
primarily as a frame of reference to set executive compensation
as a whole within the middle range of comparative pay at the
peer group companies. As described above, for fiscal 2009 and
2010, our human resources and compensation committee selected
industry, financial services and broader consumer/retail
services peers as we have found that such companies are
frequently more reflective of the companies with which we
compete for executive talent than our industry peers. As
previously noted, we largely maintained our group of peer
companies selected for fiscal 2009. Our fiscal 2010 peer
companies are listed in alphabetical order below:
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Industry Peers
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Financial Services Peers
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Retail Peers
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Advance America
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Coinstar, Inc.
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Aeropostale, Inc.
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Cash America International, Inc.
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Compucredit Corporation* (fiscal 2009 only)
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Aaron Rents, Inc. *
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EZCorp, Inc.
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American Eagle Outfitters, Inc.
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First Cash Financial Services, Inc.
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Euronet Worldwide, Inc.
Global Cash Access Holdings, Inc.
Global Payments, Inc.
Heartland Payment Systems, Inc.
Jackson Hewitt Tax Services, Inc.*
MoneyGram International, Inc.* (fiscal 2009 only)
Ocwen Financial Corp.
Verifone Holdings Inc. (fiscal 2010 only)
World Acceptance Corp. (fiscal 2010 only)
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Cheesecake Factory, Inc.
Collective Brands, Inc.
Dennys Corp.
Dicks Sporting Goods, Inc.
Dollar Thrifty Automotive Group, Inc.
OReilly Automotive, Inc.
Rent-A-Center, Inc.*
Ruby Tuesday, Inc.
Urban Outfitters, Inc.
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*
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Services our customer demographic base
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We have not adopted a policy that provides for recovery of an
award if a performance measure used to calculate the award is
subsequently adjusted in a manner that would reduce the size of
the award. Although, we have not previously experienced any such
restatements or adjustments, if we were to experience such an
adjustment, our human resources and compensation committee would
assess the circumstances relating to the adjustment and take
such actions as it believes to be appropriate.
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What is
the role of our executive officers in the compensation
process?
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Our human resources and compensation committee meets
periodically with our Chairman and Chief Executive Officer and
our Chief Financial Officer to address executive compensation,
including the rationale for our compensation programs and the
efficacy of the programs in achieving our compensation
objectives. Our human resources and compensation committee
invites representatives of an independent compensation
consulting firm (Radford with respect to fiscal 2009 and the Hay
Group with respect to fiscal 2010) to join pertinent
meetings and occasionally requests one or more other members of
senior management to participate in certain meetings. Through
these meetings, our human resources and compensation committee
directs senior management and the compensation consultant to
provide industry data, including levels and forms of
compensation provided at peer companies, and legal, tax and
financial analyses and counsel. Our human resources and
compensation committee also relies on senior management to
evaluate compensation programs to assure that they are designed
and implemented in compliance with laws and regulations,
including SEC reporting requirements. Our human resources and
compensation committee principally relies on the recommendations
of our Chairman and Chief Executive Officer regarding the
performance of his direct reports. At meetings held in June 2008
and June through August 2009, our human resources and
compensation committee received recommendations from our
Chairman and Chief Executive Officer regarding salary
adjustments, discretionary bonus awards and long-term incentive
awards for our executive officers other than himself. Our human
resources and compensation committee accepted these
recommendations after concluding that the recommendations
comported with our human resources and compensation
committees objectives and philosophy and its
evaluation of our performance, and industry and other supporting
data.
Human
Resources and Compensation Committee Report
Our human resources and compensation committee has reviewed and
discussed the Compensation Discussion and Analysis with our
management and, based on the review and discussion, recommended
to our board that the Compensation Discussion and Analysis be
included in this proxy statement and thereby incorporated by
reference into our Annual Report on
Form 10-K.
The board accepted the human resources and compensation
committees recommendation. This report is made by the
undersigned members of the human resources and compensation
committee:
Kenneth Schwenke (Chair)
John Gavin
Michael Kooper
Notwithstanding anything to the contrary set forth in any of
our previous or future filings under the Securities Act or the
Exchange Act that might incorporate this proxy statement or
future filings with the SEC, in whole or in part, the above
report shall not be deemed to be soliciting material
or filed with the SEC and shall not be deemed to be
incorporated by reference into any such filing.
Human
Resources and Compensation Committee Process and
Procedures
Our human resources and compensation committees charter
has been approved by our board upon the recommendation of our
corporate governance and nominating committee. Our human
resources and compensation committee and corporate governance
and nominating committee review the charter no less frequently
than annually. Under its charter, our human resources and
compensation committees responsibilities include:
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Review and approve our goals and objectives relating to the
Chairman and Chief Executive Officers compensation,
evaluate the performance of the Chairman and Chief Executive
Officer in light of such goals and objectives, and set the
Chairman and Chief Executive Officers compensation level,
perquisites and other benefits based on this evaluation.
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In consultation with our Chairman and Chief Executive Officer,
review and approve the compensation, perquisites and other
benefits (including, but not limited to, (i) annual base
salary level, (ii) annual incentive compensation,
(iii) long-term incentive compensation,
(iv) employment, severance and
change-in-control
agreements, if any, and (v) retirement benefits, if any)
for each of our executive officers, including the named
executive officers, in each such case taking into account the
recommendations of the Chairman and Chief Executive Officer and
such other information as the human resources and compensation
committee believes appropriate.
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Periodically review and approve new compensation programs for
our executive officers; review annually our executive
compensation programs to determine whether they are properly
coordinated and achieving their intended purposes; and establish
and periodically review policies for the administration of
executive compensation programs.
|
|
|
|
Review and recommend to our board the appropriate structure and
amount of compensation for the non-employee directors.
|
|
|
|
Establish and periodically review policies in the area of senior
management perquisites.
|
|
|
|
Review and approve material changes in our employee benefit
plans; make recommendations to our board generally with respect
to incentive-compensation plans, equity-based plans and deferred
compensation plans; establish criteria for the granting of
options and other stock-based awards to our executive officers
and other employees and review and approve the granting of
options and other stock-based awards to our executive officers,
including administering our 1999 stock incentive plan, our 2005
stock incentive plan, our 2007 equity incentive plan and any
other incentive-compensation plans, equity-based plans and
deferred compensation plans; and administer our incentive and
equity-based plans and programs.
|
|
|
|
Review and approve the terms of any employment agreement
executed by us with an executive officer, including any of our
named executive officers.
|
|
|
|
Exercise sole authority to retain, and terminate, any third
party consultants to assist in the evaluation of director,
Chairman and Chief Executive Officer or executive compensation
and exercise sole authority to approve such consultants
fees and other retention terms.
|
|
|
|
Review and reassess annually the adequacy of the human resources
and compensation committee charter and recommend any proposed
changes to our board and annually evaluate its own performance.
|
|
|
|
Review the Compensation Discussion and Analysis, which we refer
to as the CD&A, section to be included in our annual proxy
statement or other report or filing, discuss the CD&A with
our management, and recommend to our board that the CD&A be
included in our annual report on
Form 10-K
and/or
proxy
statement.
|
|
|
|
Review our succession planning process for our Chairman and
Chief Executive Officer and all executive officers and make
recommendations to our board regarding succession planning
issues.
|
In the questions and answers set forth above under the caption
Compensation Discussion and Analysis we have
addressed the role of executive officers in the executive
compensation process. See the question What is the role of
our executive officers in the compensation process? With
respect to compensation of directors, the role of our executive
officers is limited to furnishing such industry data, summaries
and legal and financial analyses as the human resources and
compensation committee requests from time to time.
Our human resources and compensation committee has engaged the
Hay Group to provide it with peer group and industry
compensation data and advice on compensation best practices. The
instructions given by our human resources and compensation
committee to the Hay Group will vary yearly but typically will
include a request: (i) that the firm prepare an executive
compensation peer group analysis that covers our senior
executives, (ii) that the firm compile current data with
regard to industry compensation trends and practices and
(iii) for a recommendation as to ranges for base salary,
annual incentives and long-term incentives for executives
officers and directors. Pursuant to the terms of its engagement
by our human resources and compensation committee, the Hay Group
is directed to recommend programs that are fair, reasonable and
balanced and designed to attract, retain, motivate and reward
executives for performance, while closely aligning the interests
of executives with those of shareholders.
26
Summary
Compensation Table
The following table sets forth summary information concerning
compensation of our principal executive officer and principal
financial officer and each of the next three most highly
compensated current executive officers whose total compensation
(excluding any compensation as a result of a change in pension
value and non-qualified deferred compensation earnings) exceeded
$100,000 during fiscal 2009. We refer to these persons in this
proxy statement as our named executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Deferred
|
|
All Other
|
|
|
Name and
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Compensation
|
|
Total
|
Principal Position
|
|
Year
|
|
($)
|
|
($)
|
|
($)(2)
|
|
($)(3)
|
|
($)
|
|
Earnings
|
|
($)(18)
|
|
($)
|
|
Jeffrey A. Weiss,
|
|
|
2009
|
|
|
$
|
882,692
|
|
|
|
|
|
|
$
|
345,543
|
|
|
$
|
174,064
|
|
|
$
|
911,520
|
(4)
|
|
$
|
1,335,537
|
(13)
|
|
$
|
198,586
|
|
|
$
|
3,847,942
|
|
Chairman of the Board and
|
|
|
2008
|
|
|
$
|
831,044
|
(1)
|
|
|
|
|
|
$
|
110,574
|
|
|
$
|
82,688
|
|
|
$
|
1,134,421
|
(14)
|
|
$
|
2,848,353
|
(13)
|
|
$
|
208,986
|
|
|
$
|
5,216,066
|
|
Chief Executive Officer
|
|
|
2007
|
|
|
$
|
775,000
|
(1)
|
|
|
|
|
|
$
|
34,076
|
|
|
|
|
|
|
$
|
612,003
|
(9)
|
|
|
|
|
|
$
|
261,951
|
|
|
$
|
1,683,030
|
|
Randy Underwood,
|
|
|
2009
|
|
|
$
|
445,000
|
(1)
|
|
|
|
|
|
$
|
304,257
|
|
|
$
|
218,173
|
|
|
$
|
545,114
|
(5)
|
|
|
|
(13)
|
|
$
|
187,398
|
|
|
$
|
1,699,942
|
|
Executive Vice President
|
|
|
2008
|
|
|
$
|
392,500
|
(1)
|
|
|
|
|
|
$
|
184,924
|
|
|
$
|
62,886
|
|
|
$
|
660,851
|
(15)
|
|
$
|
1,239,369
|
(13)
|
|
$
|
253,960
|
|
|
$
|
2,794,490
|
|
and Chief Financial Officer
|
|
|
2007
|
|
|
$
|
311,000
|
(1)
|
|
|
|
|
|
$
|
51,784
|
|
|
$
|
100,799
|
|
|
$
|
370,271
|
(10)
|
|
|
|
|
|
$
|
82,907
|
|
|
$
|
916,761
|
|
Norman Miller,
|
|
|
2009
|
|
|
$
|
450,000
|
(1)
|
|
|
|
|
|
$
|
252,473
|
|
|
$
|
324,705
|
|
|
$
|
549,216
|
(6)
|
|
|
|
|
|
$
|
21,750
|
|
|
$
|
1,598,144
|
|
Executive Vice President
|
|
|
2008
|
|
|
$
|
425,000
|
(1)
|
|
|
|
|
|
$
|
133,140
|
|
|
$
|
293,967
|
|
|
$
|
667,528
|
(16)
|
|
|
|
|
|
$
|
27,410
|
|
|
$
|
1,547,045
|
|
and Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sydney Franchuk,
|
|
|
2009
|
|
|
$
|
358,269
|
|
|
|
|
|
|
$
|
252,117
|
|
|
$
|
82,286
|
|
|
$
|
191,250
|
(7)
|
|
|
|
|
|
$
|
31,204
|
|
|
$
|
915,126
|
|
Executive Vice President
|
|
|
2008
|
|
|
$
|
396,296
|
|
|
|
|
|
|
$
|
224,384
|
|
|
$
|
55,025
|
|
|
$
|
313,931
|
(17)
|
|
|
|
|
|
$
|
33,393
|
|
|
$
|
1,023,029
|
|
and Chairman National
Money Mart Company (12)
|
|
|
2007
|
|
|
$
|
298,207
|
|
|
$
|
108,488
|
|
|
$
|
96,984
|
|
|
$
|
88,199
|
|
|
$
|
367,384
|
(11)
|
|
|
|
|
|
$
|
39,502
|
|
|
$
|
998,764
|
|
Silvio Piccini,
|
|
|
2009
|
|
|
$
|
291,712
|
|
|
|
|
|
|
$
|
114,743
|
|
|
$
|
77,830
|
|
|
$
|
260,107
|
(8)
|
|
|
|
|
|
|
233,893
|
|
|
$
|
978,285
|
|
Senior Vice President and Managing Director
United Kingdom Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Includes salary deferred by the named executive officer under
our Deferred Compensation Plan. Payment of such salary is
deferred until retirement, or in some instances, until a
specified date prior to retirement.
|
|
(2)
|
|
The amounts shown in this column reflect the dollar amount
recognized for financial statement reporting purposes for fiscal
2007, fiscal 2008 and fiscal 2009, respectively, in accordance
with FAS 123(R), of awards pursuant to our equity
compensation plans and therefore include amounts from awards
granted in and prior to fiscal 2007, in and prior to fiscal
2008, and in and prior to fiscal 2009, respectively.
|
|
(3)
|
|
The amounts shown in this column reflect the dollar amount
recognized for financial statement reporting purposes for fiscal
2007, fiscal 2008 and fiscal 2009, respectively, in accordance
with FAS 123(R) of awards pursuant to our equity
compensation plans and therefore include amounts from awards
granted in and prior to fiscal 2007, in and prior to fiscal
2008, and in and prior to fiscal 2009, respectively. The
valuation assumptions used in the calculation of this amount are
described in Note 4 to our financial statements included in
our Annual Report on Form
10-K
for
fiscal 2007, fiscal 2008, and fiscal 2009, respectively.
|
|
(4)
|
|
Consists of a $911,520 cash bonus award pursuant to an Executive
Management Bonus Program, which is determined largely based on
the extent to which we achieved our fiscal 2009 consolidated
targeted annual earnings before interest, taxes, depreciation
and amortization and other items, which we refer to in this
proxy statement as EBITDA objectives.
|
|
(5)
|
|
Consists of (i) a $365,114 cash bonus award pursuant to our
Executive Management Bonus Program, which is determined largely
based on the extent to which we achieved our fiscal 2009
consolidated targeted EBITDA objectives, (ii) the vesting
and payment of $80,000 of the $240,000 long-term cash incentive
awarded in fiscal 2009, (iii) the vesting of $33,333 of the
$100,000 fiscal year 2008 company contribution to the
Deferred Compensation Plan and the deposit of such amount to the
participants account and (iv) the vesting and payment
of $66,667 of the $200,000 long-term cash incentive granted in
fiscal 2008. The $80,000 portion of the long-term cash incentive
was awarded effective July 1, 2008 and was conditioned upon
achieving our fiscal 2009 annual EBITDA target and/or strategic
objectives as established by the Board of Directors. The $33,333
portion of the company contribution to our Deferred Compensation
Plan and the $66,667 portion of the long-term cash incentive
were granted effective July 1, 2007 and were conditioned
upon achieving our
|
27
|
|
|
|
|
fiscal 2009 consolidated targeted pre-tax income objectives. The
Committee and the Board determined that we met the strategic
objectives for fiscal year 2009 and, accordingly, these awards
vested.
|
|
(6)
|
|
Consists of (i) a $369,216 cash bonus award pursuant to our
Executive Management Bonus Program, which is determined largely
based on the extent to which we achieved our fiscal 2009
consolidated targeted EBITDA objectives, (ii) the vesting
and payment of $80,000 of the $240,000 long-term cash incentive
awarded in fiscal 2009, (iii) the vesting of $33,333 of the
$100,000 fiscal year 2008 company contribution to the
Deferred Compensation Plan and the deposit of such amount to the
participants account, and (iv) the vesting and
payment of $66,667 of the $200,000 long-term cash incentive
granted in fiscal 2008. The $80,000 portion of the long-term
cash incentive was awarded effective July 1, 2008 and was
conditioned upon achieving our fiscal 2009 annual EBITDA target
and/or strategic objectives as established by the Board of
Directors. The $33,333 portion of the company contribution to
our Deferred Compensation Plan and the $66,667 portion of the
long-term cash incentive were granted effective July 1,
2007 and were conditioned upon achieving our fiscal 2009
consolidated targeted pre-tax income objectives. The Committee
and the Board determined that we met the strategic objectives
for fiscal year 2009 and, accordingly, these awards vested.
|
|
(7)
|
|
Consists of (i) a $99,250 cash bonus award pursuant to our
Key Management Bonus Program, which is determined largely based
on the extent to which we achieved our fiscal 2009 consolidated
targeted EBITDA objectives and (ii) the vesting and payment
of $32,000 of the $96,000 long-term cash incentive awarded in
fiscal 2009, (iii) the vesting of $20,000 of the $60,000
fiscal year 2008 company contribution to the Deferred
Compensation Plan and the deposit of such amount to the
participants account, and (iv) the vesting and
payment of $40,000 of the $120,000 long-term cash incentive
granted in fiscal 2008. The $32,000 portion of the long-term
cash incentive was granted effective July 1, 2008 and was
conditioned upon achieving our fiscal 2009 annual EBITDA
target and/or strategic objectives as established by the Board
of Directors. The $20,000 portion of the company contribution to
our Deferred Compensation Plan and the $40,000 portion of the
long-term cash incentive were awarded effective July 1,
2007 and were conditioned upon achieving our fiscal 2009
consolidated targeted pre-tax income objectives. The Committee
and the Board determined that we met the strategic objectives
for fiscal year 2009 and, accordingly, these awards vested.
|
|
(8)
|
|
Consists of (i) a $228,107 cash bonus award pursuant to our
Key Management Bonus Program, which is determined largely based
on the extent to which we achieved our fiscal 2009 consolidated
targeted EBITDA objectives and (ii) the vesting and payment
of $32,000 of the $96,000 long-term cash incentive awarded in
fiscal 2009. The $32,000 portion of the long-term cash incentive
was awarded effective July 1, 2008 and was conditioned upon
achieving our fiscal 2009 annual EBITDA target and/or strategic
objectives as established by the Board of Directors. The
Committee and the Board determined that we met the strategic
objectives for fiscal year 2009 and, accordingly, this award
vested.
|
|
(9)
|
|
Consists of a $612,003 cash bonus award pursuant to an
employment agreement, which is determined largely based on the
extent to which we achieved our fiscal 2007 EBITDA objectives.
|
|
(10)
|
|
Consists of (i) a $270,271 cash bonus award pursuant to our
Executive Management Bonus Program, which is determined largely
based on the extent to which we achieved our fiscal 2007
consolidated targeted EBITDA objectives and (ii) a
$100,000 company contribution to the Deferred Compensation
Plan and a deposit of such amount to the participants
account. The $100,000 company contribution to our Deferred
Compensation Plan was awarded effective July 1, 2006 and
was conditioned upon achieving our fiscal 2007 consolidated
targeted pre-tax income objectives. We achieved these objectives
and, accordingly, this award vests monthly over 24 months
beginning July 31, 2007.
|
|
(11)
|
|
Consists of (i) a cash bonus of $65,804 pursuant to the Key
Management Bonus Program, which was determined in part based on
the extent to which Mr. Franchuks assigned business
unit achieved its fiscal 2006 targeted EBITDA objectives and in
part based on the extent to which we achieved our fiscal 2006
consolidated targeted EBITDA objectives, (ii) a cash bonus
of $226,580 pursuant to our Key Management Bonus Program, which
was determined in part based on the extent to which
Mr. Franchuks assigned business unit achieved its
fiscal 2007 targeted EBITDA objectives and in part based on the
extent to which we achieved our fiscal 2007 consolidated
targeted EBITDA objective and (iii) a $75,000 company
contribution to the Deferred Compensation Plan and a deposit of
such amount to the participants account. The
$75,000 company contribution to our Deferred Compensation
Plan was awarded effective July 1, 2006 and was conditioned
upon achieving
|
28
|
|
|
|
|
our fiscal 2007 consolidated targeted pre-tax income objectives.
We achieved these objectives and, accordingly, this award vests
monthly over 24 months beginning July 31, 2007.
|
|
(12)
|
|
The dollar amounts shown for Mr. Franchuk were converted to
U.S. dollars from Canadian dollars using the exchange rate on
the last business day of the applicable fiscal year. For fiscal
2009, CDN$1.00 was equal to US$0.8602.
|
|
(13)
|
|
This amount reflects the present value of the Capstone Award and
the Special Retention Award contained in the employment
agreements of Mr. Weiss and Mr. Underwood,
respectively, as if such individuals retired as of
December 10, 2010 and June 30, 2011, respectively
(which are the dates upon which they first become eligible for
the respective awards). Because these awards were not in place
in fiscal 2007, the amounts disclosed for fiscal 2008 in this
table are the present value of such awards. In fiscal 2009, only
the change in the present value of the Capstone Award is
reflected in the table for Mr. Weiss. For fiscal 2009,
there was no change in the present value of the Special
Retention Award for Mr. Underwood.
|
|
(14)
|
|
Consists of a $1,134,421 cash bonus award pursuant to an
employment agreement, which is determined largely based on the
extent to which we achieved our fiscal 2008 consolidated
targeted EBITDA objectives.
|
|
(15)
|
|
Consists of (i) a $560,851 cash bonus award pursuant to our
Executive Management Bonus Program, which is determined largely
based on the extent to which we achieved our fiscal 2008
consolidated targeted EBITDA objectives, (ii) the vesting
of $33,333 of the $100,000 fiscal year 2008 company
contribution to the Deferred Compensation Plan and the deposit
of such amount to the participants account and
(iii) the vesting and payment of $66,667 of the $200,000
long-term cash incentive awarded in fiscal 2008. The $33,333
portion of the company contribution to our Deferred Compensation
Plan and the $66,667 portion of the long-term cash incentive
were awarded effective July 1, 2007 and were conditioned
upon achieving our fiscal 2008 consolidated targeted pre-tax
income objectives. We achieved these objectives and,
accordingly, these awards vested.
|
|
(16)
|
|
Consists of (i) a $567,528 cash bonus award pursuant to our
Executive Management Bonus Program, which is determined largely
based on the extent to which we achieved our fiscal 2008
consolidated targeted EBITDA objectives, (ii) the vesting
of $33,333 of the $100,000 fiscal year 2008 company
contribution to the Deferred Compensation Plan and the deposit
of such amount to the participants account, and
(iii) the vesting and payment of $66,667 of the $200,000
long-term cash incentive awarded in fiscal 2008. The $33,333
portion of the company contribution to our Deferred Compensation
Plan and the $66,667 portion of the long-term cash incentive
were awarded effective July 1, 2007 and were conditioned
upon achieving our fiscal 2008 consolidated targeted pre-tax
income objectives. We achieved these objectives and,
accordingly, these awards vested.
|
|
(17)
|
|
Consists of (i) a $253,931 cash bonus award pursuant to our
Key Management Bonus Program, which is determined largely based
on the extent to which we achieved our fiscal 2008 consolidated
targeted EBITDA objectives, (ii) the vesting of $20,000 of
the $60,000 fiscal year 2008 company contribution to the
Deferred Compensation Plan and the deposit of such amount to the
participants account, and (iii) the vesting and
payment of $40,000 of the $120,000 long-term cash incentive
awarded in fiscal 2008. The $20,000 portion of the company
contribution to our Deferred Compensation Plan and the $40,000
portion of the long-term cash incentive were awarded effective
July 1, 2007 and were conditioned upon achieving our fiscal
2008 consolidated targeted pre-tax income objectives. We
achieved these objectives and, accordingly, these awards vested.
|
29
|
|
|
(18)
|
|
Includes the following additional compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting of
|
|
|
Contributions
|
|
|
Discretionary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement
|
|
|
a Special
|
|
|
Subject to
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
401(k)
|
|
|
Plan
|
|
|
Retention
|
|
|
Vesting
|
|
|
Compensation
|
|
|
Life
|
|
|
|
|
Name
|
|
Year
|
|
|
Match
|
|
|
Contributions
|
|
|
Bonus
|
|
|
Conditions
|
|
|
Contributions
|
|
|
Insurance(b)
|
|
|
Perquisites(d)
|
|
|
Jeffery A. Weiss
|
|
|
2009
|
|
|
$
|
9,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
129,160
|
|
|
$
|
59,957
|
|
|
|
|
2008
|
|
|
$
|
8,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
127,550
|
|
|
$
|
73,429
|
|
|
|
|
2007
|
|
|
$
|
8,355
|
|
|
|
|
|
|
|
|
|
|
$
|
150,000
|
|
|
|
|
|
|
$
|
29,845
|
|
|
$
|
73,751
|
|
Randy Underwood
|
|
|
2009
|
|
|
$
|
8,752
|
|
|
|
|
|
|
$
|
66,600
|
(c)
|
|
|
|
|
|
|
|
|
|
$
|
6,060
|
|
|
$
|
105,986
|
|
|
|
|
2008
|
|
|
$
|
6,548
|
|
|
|
|
|
|
$
|
133,400
|
(c)
|
|
|
|
|
|
$
|
2,366
|
|
|
$
|
5,660
|
|
|
$
|
105,986
|
|
|
|
|
2007
|
|
|
$
|
4,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,567
|
|
|
|
|
|
|
$
|
75,408
|
|
Norm Miller
|
|
|
2009
|
|
|
$
|
4,563
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,207
|
|
|
$
|
1,980
|
|
|
$
|
12,000
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,319
|
|
|
$
|
26,091
|
|
Sydney Franchuk
|
|
|
2009
|
|
|
|
|
|
|
$
|
22,864
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
8,340
|
|
|
|
|
2008
|
|
|
|
|
|
|
$
|
23,553
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9,840
|
|
|
|
|
2007
|
|
|
|
|
|
|
$
|
29,691
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9,811
|
|
Silvio Piccini
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
233,893
|
|
|
|
|
(a)
|
|
This amount represents our annual contribution, equal to ten
percent of his base salary, to Mr. Franchuks personal
registered retirement plan, a form of tax favored
retirement arrangement under Canadian law.
|
|
(b)
|
|
Consists of premiums paid by us for life insurance for which we
are not the named beneficiary under this policy.
|
|
(c)
|
|
Mr. Underwood was granted a special retention bonus on
July 13, 2007 of which one-third vested upon issuance,
one-third vested as of June 30, 2008 and one-third vested
as of June 30, 2009. The disclosed amount reflects the
portion of the award vested as of June 30, 2008 and
June 30, 2009.
|
|
(d)
|
|
Includes the following perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country
|
|
|
Housing
|
|
|
Benefits
|
|
|
Personal
|
|
Name
|
|
Year
|
|
|
Automobile(i)
|
|
|
Club(ii)
|
|
|
Allowance(iii)
|
|
|
Allowance(iv)
|
|
|
Expenses
|
|
|
Jeffery A. Weiss
|
|
|
2009
|
|
|
$
|
1,325
|
|
|
$
|
39,951
|
|
|
|
|
|
|
|
|
|
|
$
|
18,681
|
(v)
|
|
|
|
2008
|
|
|
$
|
7,111
|
|
|
$
|
41,797
|
|
|
|
|
|
|
|
|
|
|
$
|
24,521
|
(v)
|
|
|
|
2007
|
|
|
$
|
7,350
|
|
|
$
|
38,110
|
|
|
|
|
|
|
|
|
|
|
$
|
28,291
|
(v)
|
Randy Underwood
|
|
|
2009
|
|
|
$
|
24,000
|
|
|
|
|
|
|
$
|
36,000
|
|
|
$
|
45,986
|
|
|
|
|
|
|
|
|
2008
|
|
|
$
|
24,000
|
|
|
|
|
|
|
$
|
36,000
|
|
|
$
|
45,986
|
|
|
|
|
|
|
|
|
2007
|
|
|
$
|
21,500
|
|
|
|
|
|
|
$
|
28,500
|
|
|
$
|
25,408
|
|
|
|
|
|
Norm Miller
|
|
|
2009
|
|
|
$
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
$
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14,091
|
(vi)
|
Sydney Franchuk
|
|
|
2009
|
|
|
$
|
8,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
$
|
9,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
$
|
9,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Silvio Piccini
|
|
|
2009
|
|
|
$
|
9,967
|
|
|
|
|
|
|
$
|
80,737
|
|
|
|
|
|
|
$
|
143,189
|
(vii)
|
|
|
|
(i)
|
|
Includes the personal benefits associated with the use of a car
paid by us in the case of Messrs. Weiss, Franchuk and
Piccini. In calculating these benefits, we took the annual cost
of the car to the company (which included its depreciation,
insurance premiums, maintenance and repair and fuel costs) and
multiplied it by the percent of personal use claimed by the
executive. Messrs. Underwood and Miller received an annual
car allowance for the amounts shown.
|
|
(ii)
|
|
Includes the personal benefits associated with the use of
country club memberships paid by us. In calculating this
benefit, we took the annual cost of the applicable country club
membership and multiplied it by the percent of personal use
claimed by the executive.
|
|
(iii)
|
|
Messrs. Underwood and Piccini receive a monthly housing
allowance.
|
|
(iv)
|
|
Mr. Underwood receives a monthly benefits allowance for the
reimbursement of life and long term disability insurance
premiums and in 2008 and 2009 a tax
gross-up
allowance for allowances received.
|
|
(v)
|
|
Represents personal tax and legal services paid by us.
|
|
(vi)
|
|
Represents personal travel related costs paid by us.
|
30
|
|
|
(vii)
|
|
Represents a tuition allowance for Mr. Piccinis
children of $44,550 and foreign tax reimbursement of $98,639.
Mr. Piccini is working as an expatriate in the United
Kingdom and we pay the difference between the payroll taxes in
the United Kingdom and the taxes Mr. Piccini would
otherwise have paid in the United States.
|
Grants of
Plan Based Awards
The following table sets forth information regarding grants of
plan based awards to our named executive officers for fiscal
2009 and, with respect to non-equity incentive plan awards,
represents the threshold, target and maximum payouts designated
under our annual bonus plans discussed above under
Compensation Discussion and Analysis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Exercise
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Awards:
|
|
or Base
|
|
Grant Date
|
|
|
|
|
Estimated Future Payments Under
|
|
Number of
|
|
Number of
|
|
Price of
|
|
Fair Value
|
|
|
|
|
Non-Equity Incentive Plan Awards
|
|
Shares of
|
|
Securities
|
|
Option
|
|
of Stock
|
|
|
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Stock or
|
|
Underlying
|
|
Awards
|
|
and Option
|
Name
|
|
Grant Date
|
|
($)
|
|
($)
|
|
($)
|
|
Units (#)
|
|
Options (#)
|
|
($/Sh)
|
|
Awards(4)
|
|
Jeffrey A. Weiss
|
|
|
|
|
|
$
|
90,000
|
(1)
|
|
$
|
900,000
|
(1)
|
|
$
|
1,350,000
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/13/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96,752
|
(5)
|
|
|
|
|
|
|
|
|
|
$
|
907,534
|
|
|
|
|
11/13/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,366
|
(3)(5)
|
|
$
|
9.38
|
|
|
$
|
226,885
|
|
Randy Underwood
|
|
|
|
|
|
$
|
35,600
|
(1)
|
|
$
|
356,000
|
(1)
|
|
$
|
712,000
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
80,000
|
(2)
|
|
$
|
240,000
|
(2)
|
|
$
|
240,000
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/4/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,980
|
(6)
|
|
|
|
|
|
|
|
|
|
$
|
300,000
|
|
|
|
|
12/4/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,064
|
(6)
|
|
$
|
6.98
|
|
|
$
|
138,381
|
|
Sydney Franchuk
|
|
|
|
|
|
$
|
20,700
|
(1)
|
|
$
|
207,000
|
(1)
|
|
$
|
414,000
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
32,000
|
(2)
|
|
$
|
96,000
|
(2)
|
|
$
|
96,000
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Norman Miller
|
|
|
|
|
|
$
|
36,000
|
(1)
|
|
$
|
360,000
|
(1)
|
|
$
|
720,000
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
80,000
|
(2)
|
|
$
|
240,000
|
(2)
|
|
$
|
240,000
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/4/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,980
|
(6)
|
|
|
|
|
|
|
|
|
|
$
|
300,000
|
|
|
|
|
12/4/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,064
|
(6)
|
|
$
|
6.98
|
|
|
$
|
138,381
|
|
Silvio Piccini
|
|
|
|
|
|
$
|
13,750
|
(1)
|
|
$
|
137,500
|
(1)
|
|
$
|
275,000
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
32,000
|
(2)
|
|
$
|
96,000
|
(2)
|
|
$
|
96,000
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/4/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,266
|
(6)
|
|
|
|
|
|
|
|
|
|
$
|
127,497
|
|
|
|
|
12/4/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,027
|
(6)
|
|
$
|
6.98
|
|
|
$
|
58,811
|
|
|
|
|
(1)
|
|
Includes the fiscal 2009 threshold, target and maximum payouts
designated under our Executive Management Bonus Program and Key
Management Bonus Program. For a discussion of the terms of such
bonus programs and the amounts earned by the named executive
officer during fiscal 2009, see the
Compensation Discussion and
Analysis
Annual Bonus
section of this
proxy statement.
|
|
(2)
|
|
Includes the threshold, target and maximum payouts designated
under the Long Term Cash component of our Long Term Incentive
Plan. For a discussion of the terms of such program and the
amounts earned by the named executive officer during fiscal
2009, see the Compensation Discussion and
Analysis
Long-Term Incentive
Compensation
section of this proxy statement.
|
|
(3)
|
|
Non-Qualified Stock Option grants with an exercise price not
less than 100% of the fair market value which is the closing
stock price on the day on which our board approved the grant.
|
|
(4)
|
|
This column shows the full grant date fair value of restricted
stock and non-qualified stock options under SFAS 123(R)
granted to our named executive officers during fiscal 2009.
Generally, the full grant date fair value is the amount that we
would expense in our financial statements over the awards
vesting schedule not taking into account certain expected
forfeiture. For restricted stock, fair value is calculated using
the closing price of our common stock on the grant date. For
non-qualified stock options, fair value is calculated using the
valuation assumptions described in Note 4 to our financial
statements included in our Annual Report on
Form 10-K
for the fiscal year ended June 30, 2009.
|
|
(5)
|
|
Awards vest in equal annual installments over a three year
period beginning November 13, 2008 subject to
Mr. Weiss remaining employed with us through the applicable
vesting date. Such awards were granted pursuant to our 2005 and
2007 Stock Incentive Plans in connection with
Mr. Weiss employment agreement with us.
|
31
|
|
|
(6)
|
|
Non Qualified Option grants with an exercise price not less than
100% of the fair market value which is the closing stock price
on the day on which our board approved the grant. One quarter of
each award will vest as of December 31, 2009, one quarter
will vest as of December 31, 2010 and the remaining
one-half will vest as of December 31, 2011, subject to
certain terms and conditions of each award as set forth in the
grant agreement for each recipient. Such awards were granted
pursuant to our 2007 Stock Incentive Plan.
|
Narrative
Disclosure Relating to Summary Compensation Table and Grants of
Plan-Based Awards Table
As required by SEC disclosure rules, the
Summary Compensation Table and the
Grants of Plans-Based Awards Table above
both reflect not only compensation earned and paid in the
respective fiscal year, but also amounts representing the
opportunity to earn future compensation under performance-driven
compensation incentives that may be forfeited based on future
performance
and/or
time
vesting. As a result of mixing compensation earned/paid and
contingent compensation, the total shown in the
Summary Compensation Table includes
amounts that the named executives may never receive.
We have current employment agreements with each of our named
executive officers other than Mr. Piccini. The material
terms of each employment agreement are summarized below, except
that termination payments provided under each agreement are
summarized below under the heading Potential
Payments Upon Termination or Change of Control. In
addition, pursuant to each employment agreement, each named
executive is eligible to receive annual cash incentive awards if
performance objectives established by our board
and/or
human
resources and compensation committee are met and to receive
future equity grants under such long-term incentive programs as
we may maintain from time to time.
Jeffrey
A. Weiss
On October 5, 2007, we entered into a new employment
agreement with Mr. Weiss, our Chairman and Chief Executive
Officer as amended December 18, 2008. Mr. Weiss
prior employment agreement, which was entered into on
December 19, 2003, was set to expire on December 19,
2007. The initial term of Mr. Weiss new employment
agreement expires on December 31, 2010 after which time it
will renew for successive one-year periods unless either party
provides a notice of nonrenewal.
Under the terms of his employment agreement, Mr. Weiss will
receive an annual base salary of $850,000 (subject to increase
as determined by the board or the human resources and
compensation committee, which for fiscal 2009, was increased to
$900,000) and an annual target bonus opportunity based on the
achievement of certain metrics as determined by our human
resources and compensation committee, equal to 100% of his base
salary (with the ability to receive a maximum bonus of 150% of
his base salary). In November of each year, Mr. Weiss will
also be entitled to receive an annual equity award in the form
of either options to purchase shares of our common stock or
restricted shares of our common stock, as determined by our
human resources and compensation committee in its discretion, in
an amount equal to 100% of the annual bonus earned for the
immediately preceding fiscal year. The number of options or
restricted shares subject to this annual equity award will be
determined by dividing the target dollar value to be granted by
the fair value of the award, as determined in accordance with
generally accepted accounting principles. The annual equity
award will vest in equal annual installments over three years,
subject to acceleration in the event Mr. Weiss
employment is terminated without Cause, for Good Reason or as a
result of his death, Disability or Retirement (all as further
defined in his employment agreement). Mr. Weiss received
his fiscal 2009 equity award on November 13, 2008. The
number of shares of our common stock subject to this award was
determined in the manner described above, with reference to the
annual bonus he earned for fiscal 2008, or $1,134,421.
In making its compensation decisions, our human resources and
compensation committee compared the total target compensation
opportunity against our selected peer group. In addition, our
human resources and compensation committee believes that the mix
between fixed cash compensation and variable performance-based
compensation provided for in Mr. Weiss employment
agreement is consistent with our compensation objectives,
namely, to align pay with corporate performance and the creation
of stockholder value and to retain and motivate superior
performance by compensating our Chairman and Chief Executive
Officer at a level competitive with our selected peer group.
In addition, in recognition of Mr. Weiss service on
our board, including his service as Chairman, and in recognition
of Mr. Weiss prior and future service to us,
Mr. Weiss will be entitled pursuant to the terms of his
32
employment agreement to receive a supplemental retirement
benefit (which we refer to as the Capstone Award). See
Compensation Discussion and Analysis
Employment Agreement with our Chairman and Chief Executive
Officer.
Under Mr. Weiss employment agreement, we will
continue to provide him with health, welfare and tax qualified
retirement benefits generally available to our other senior
management employees and, in addition: (i) a monthly auto
allowance, (ii) reimbursement of up to $100,000 annually
for the payment of premiums for a life insurance policy on
Mr. Weiss of which his designees are the beneficiaries,
(iii) reimbursement of tax and financial planning costs,
not to exceed $10,000 annually, (iv) uninsured medical and
dental costs, not to exceed $15,000 annually, and (v) five
weeks paid vacation.
Randy
Underwood
We entered into a new employment agreement with
Mr. Underwood on May 15, 2008, which amends and
restates the employment agreement entered into with
Mr. Underwood on April 9, 2007. Pursuant to the terms
of his amended and restated employment agreement,
Mr. Underwood will continue to serve as our Executive Vice
President and Chief Financial Officer. The amended and restated
employment agreement increases Mr. Underwoods annual
salary to a minimum of $420,000 (which was increased by the
human resources and compensation committee to $445,000 for
fiscal 2009) and an annual target bonus of not less than
80% of his base salary for the applicable fiscal year, if
specified business unit and corporate performance goals, as
determined by our board or human resources and compensation
committee, are met for that year, and a retention bonus and
retiree medical coverage. The retention bonus will be paid at
the rate of $150,000 per year, and is payable until
Mr. Underwoods death. If he has remained married to
his spouse through the date of his death, his spouse will
thereafter be entitled to receive $75,000 per year for her
lifetime. The retention bonus and rights to retiree medical
coverage will become vested upon the occurrence of the
following: (a) Mr. Underwood terminates employment for
any reason on or after June 30, 2011,
(b) Mr. Underwoods employment is terminated by
us without cause, by Mr. Underwood with good reason or by
reason of Mr. Underwoods death or disability, or
(c) our change in control.
Sydney
Franchuk
Effective July 1, 2009, Mr. Franchuk and National
Money Mart Company, one of our wholly-owned subsidiaries (which
we refer to as National Money Mart), entered into an employment
agreement. Mr. Franchuks agreement provides that he
will serve as the Chairman of National Money Mart and as one of
our Executive Vice-Presidents. Under his agreement,
Mr. Franchuk will receive an annual base salary of $400,000
Canadian dollars and will also be entitled to participate in
certain of our incentive programs, including the Dollar
Financial Corp. Key Management Bonus Plan. All performance
targets pursuant to such plan shall be set by National Money
Mart in its sole discretion and be based on the operations of
National Money Mart.
Norman
Miller
On May 14, 2008, we entered into an amended and restated
employment agreement with Norman Miller pursuant to which
Mr. Miller will continue to serve as our Executive Vice
President and Chief Operating Officer. Mr. Millers
employment agreement provides that he will receive an annual
base salary of not less than $425,000 (which was increased by
the human resources and compensation committee to $450,000 for
fiscal 2009) and will be entitled to an annual target cash
bonus, as determined by the board or the human resources and
compensation committee, of not less than 80% of
Mr. Millers then current salary, if specified
corporate performance goals are met for that year.
33
Outstanding
Equity Awards at Fiscal Year-End
The following table sets forth unexercised stock options, stock
that has not yet vested and equity incentive plan awards
outstanding as of June 30, 2009 for each of our named
executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Equity
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Incentive
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
Plan Awards:
|
|
|
|
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
Market
|
|
Number of
|
|
Market or
|
|
|
Number of
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Number of
|
|
Value of
|
|
Unearned
|
|
Payout Value
|
|
|
Securities
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Shares or
|
|
Shares or
|
|
Shares, Units
|
|
of Unearned
|
|
|
Underlying
|
|
Underlying
|
|
Underlying
|
|
Option
|
|
|
|
Units of
|
|
Units of
|
|
or Other
|
|
Shares, Units
|
|
|
Unexercised
|
|
Unexercised
|
|
Unexercised
|
|
Exercise
|
|
Option
|
|
Stock That
|
|
Stock That
|
|
Rights That
|
|
of Other Rights
|
|
|
Options (#)
|
|
Options (#)
|
|
Unearned
|
|
Price
|
|
Expiration
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
That Have Not
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
Options (#)
|
|
($)(3)
|
|
Date
|
|
Vested (#)
|
|
Vested
|
|
Vested (#)
|
|
Vested ($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
Jeffrey A. Weiss
|
|
|
210,283
|
|
|
|
|
|
|
|
|
|
|
$
|
11.70
|
|
|
|
4/27/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
210,283
|
|
|
|
|
|
|
|
|
|
|
$
|
16.00
|
|
|
|
4/27/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,373
|
(4)
|
|
|
10,745
|
(4)
|
|
|
|
|
|
$
|
29.42
|
|
|
|
11/15/17
|
|
|
|
8,321
|
(4)
|
|
$
|
114,747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,366
|
(8)
|
|
|
|
|
|
$
|
9.38
|
|
|
|
11/13/18
|
|
|
|
96,752
|
(8)
|
|
$
|
1,334,210
|
|
|
|
|
|
|
|
|
|
Randy Underwood
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
$
|
11.70
|
|
|
|
4/27/15
|
|
|
|
4,672
|
(6)
|
|
$
|
64,427
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
$
|
16.00
|
|
|
|
4/27/15
|
|
|
|
8,333
|
(7)
|
|
$
|
114,912
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
(1)
|
|
|
|
|
|
|
|
|
|
$
|
19.80
|
|
|
|
9/8/16
|
|
|
|
42,980
|
(11)
|
|
$
|
592,694
|
|
|
|
|
|
|
|
|
|
|
|
|
10,417
|
(10)
|
|
|
20,833
|
(10)
|
|
|
|
|
|
$
|
16.64
|
|
|
|
6/26/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,064
|
(9)
|
|
|
|
|
|
$
|
6.98
|
|
|
|
12/4/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sydney Franchuk
|
|
|
4,167
|
(10)
|
|
|
8,333
|
(10)
|
|
|
|
|
|
$
|
16.64
|
|
|
|
6/26/18
|
|
|
|
2,672
|
(6)
|
|
$
|
36,847
|
|
|
|
|
|
|
|
|
|
|
|
|
17,500
|
(1)
|
|
|
|
|
|
|
|
|
|
$
|
19.80
|
|
|
|
9/8/16
|
|
|
|
3,333
|
(7)
|
|
$
|
45,962
|
|
|
|
|
|
|
|
|
|
Norman Miller
|
|
|
33,333
|
(2)
|
|
|
16,667
|
(2)
|
|
|
|
|
|
$
|
23.74
|
|
|
|
4/2/17
|
|
|
|
4,672
|
(6)
|
|
$
|
64,427
|
|
|
|
|
|
|
|
|
|
|
|
|
10,417
|
(10)
|
|
|
20,833
|
(10)
|
|
|
|
|
|
$
|
16.64
|
|
|
|
6/26/18
|
|
|
|
8,333
|
(7)
|
|
$
|
114,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,064
|
(9)
|
|
|
|
|
|
$
|
6.98
|
|
|
|
12/4/18
|
|
|
|
42,980
|
(11)
|
|
$
|
592,694
|
|
|
|
|
|
|
|
|
|
Silvio Piccini
|
|
|
4,167
|
(10)
|
|
|
8,333
|
(10)
|
|
|
|
|
|
$
|
16.64
|
|
|
|
6/26/18
|
|
|
|
2,668
|
(5)
|
|
$
|
36,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,027
|
(9)
|
|
|
|
|
|
$
|
6.98
|
|
|
|
12/4/18
|
|
|
|
3,333
|
(7)
|
|
$
|
45,962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,266
|
(11)
|
|
$
|
251,888
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
These option awards vested monthly over three years beginning
July 31, 2006.
|
|
(2)
|
|
These option awards vest annually over three years beginning
April 2, 2008.
|
|
(3)
|
|
Non-Qualified Stock Option grants with an exercise price equal
to or greater than 100% of the fair market value of our common
stock on the date of grant.
|
|
(4)
|
|
Awards vest in equal annual installments over a three year
period beginning November 15, 2007.
|
|
(5)
|
|
Discretionary grant of restricted stock units on
February 4, 2008. These restricted stock unit awards vest
quarterly over nine quarters beginning June 30, 2008.
|
|
(6)
|
|
Discretionary grant of restricted stock units on June 28,
2007. These restricted stock unit awards vest quarterly over 12
quarters beginning September 30, 2007.
|
|
(7)
|
|
Discretionary grant of restricted stock units on June 26,
2008. These restricted stock unit awards vest quarterly over 12
quarters beginning September 30, 2008.
|
|
(8)
|
|
Awards vest in equal annual installments over a three year
period beginning November 13, 2008
|
|
(9)
|
|
Discretionary grant of option awards on December 4, 2008.
One quarter of each award will vest as of December 31,
2009, one quarter will vest as of December 31, 2010 and the
remaining one-half will vest as of December 31, 2011,
subject to certain terms and conditions of each award as set
forth in the grant agreement for each recipient.
|
|
(10)
|
|
Discretionary grant of option awards on June 26, 2008.
These option awards vest quarterly over 12 quarters beginning
September 30, 2008.
|
|
(11)
|
|
Discretionary grant of restricted stock units on
December 4, 2008. One quarter of each award will vest as of
December 31, 2009, one quarter will vest as of
December 31, 2010 and the remaining one-half will vest as
of December 31, 2011, subject to certain terms and
conditions of each award as set forth in the grant agreement for
each recipient.
|
34
Options
Exercised and Stock Vested
The following table sets forth certain information regarding the
exercise of stock options by our named executive officers during
fiscal 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of Shares
|
|
|
|
Number of Shares
|
|
|
|
|
Acquired on
|
|
Value Realized on
|
|
Acquired on
|
|
Value Realized on
|
Name
|
|
Exercise (#)
|
|
Exercise ($)
|
|
Vesting (#)
|
|
Vesting ($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
Jeffrey A. Weiss
|
|
|
|
|
|
|
|
|
|
|
5,745
|
|
|
$
|
50,010
|
|
Randy Underwood
|
|
|
|
|
|
|
|
|
|
|
12,610
|
|
|
$
|
152,252
|
|
Sydney Franchuk
|
|
|
|
|
|
|
|
|
|
|
11,608
|
|
|
$
|
137,916
|
|
Norman Miller
|
|
|
|
|
|
|
|
|
|
|
8,831
|
|
|
$
|
108,177
|
|
Silvio Piccini
|
|
|
|
|
|
|
|
|
|
|
4,333
|
|
|
$
|
53,075
|
|
Pension
Benefits
The following table sets forth certain information regarding the
capstone award and special retention award granted to two of our
executive officers as of June 30, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Years
|
|
Present Value of
|
|
|
|
|
|
|
Credited Service
|
|
Accumulated
|
|
Payments During
|
Name
|
|
Plan Name
|
|
(3)
|
|
Benefits
|
|
Last Fiscal Year
|
|
Jeffrey A. Weiss
|
|
|
(1
|
)
|
|
|
N/A
|
|
|
$
|
4,183,890
|
|
|
$
|
0
|
|
Randy Underwood
|
|
|
(2
|
)
|
|
|
N/A
|
|
|
$
|
1,239,369
|
|
|
$
|
0
|
|
|
|
|
(1)
|
|
Pursuant to the terms of his employment agreement,
Mr. Weiss will be entitled to receive a supplemental
retirement benefit (which we refer to as the Capstone Award).
Pursuant to the terms of the Capstone Award, Mr. Weiss will
be entitled to receive a lump-sum payment on the first business
day of the calendar month following the award triggering event
which will equal the actuarial equivalent of an annual benefit
of $300,000 payable to Mr. Weiss in equal monthly
installments during his lifetime commencing on such payment
date, with a $150,000 per year survivor benefit payable on his
subsequent death to his surviving spouse. The actuarial present
value of this award at June 30, 2009 assumes
Mr. Weiss retirement as of December 31, 2010
(which is the date upon which he first becomes eligible for the
award) and a discount rate of 4.17% and was calculated utilizing
the Social Security Actuarial Publications as updated
July 9, 2007. For a discussion of Mr. Weiss
Capstone Award see Potential Payments upon
Termination or Change in Control Jeffrey A.
Weiss in this proxy statement.
|
|
(2)
|
|
Pursuant to the terms of his employment agreement,
Mr. Underwood is entitled to receive a retention bonus at
the rate of $150,000 per year, and is payable until
Mr. Underwoods death in the event Mr. Underwood
terminates his employment with us for any reason on or after
June 30, 2011. If he has remained married to his spouse
through the date of his death, his spouse will thereafter be
entitled to receive $75,000 per year for her lifetime. The
actuarial present value of this award at June 30, 2009
assumes Mr. Underwoods retirement as of June 30,
2011 (which is the date upon which he first becomes eligible for
the award) and a discount rate of 6.98% and was calculated
utilizing the Social Security Actuarial Publications as updated
July 9, 2007. For a discussion of Mr. Underwoods
retention bonus see Potential Payments upon
Termination or Change in Control Randy
Underwood in this proxy statement.
|
|
(3)
|
|
Years of service is not relevant in determining the amount of
the benefit.
|
35
Non-Qualified
Deferred Compensation
The following table sets forth certain information with respect
to our Deferred Compensation Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
Company
|
|
|
|
Aggregate/
|
|
Aggregate
|
|
|
Contributions in
|
|
Contributions in
|
|
Aggregate Earnings
|
|
Withdrawals/
|
|
Balance at Last
|
Name
|
|
Last FY ($)(1)(2)
|
|
Last FY ($)(2)(3)
|
|
in Last FY ($)(4)
|
|
Distributions ($)
|
|
FYE ($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
Jeffrey A. Weiss
|
|
|
|
|
|
|
|
|
|
$
|
6,519
|
|
|
|
|
|
|
$
|
1,127,053
|
|
Randy Underwood
|
|
$
|
84,953
|
|
|
$
|
32,850
|
|
|
$
|
(121,867
|
)
|
|
|
|
|
|
$
|
372,838
|
|
Sydney Franchuk
|
|
|
|
|
|
$
|
20,000
|
|
|
$
|
(30,794
|
)
|
|
|
|
|
|
$
|
138,427
|
|
Norman Miller
|
|
$
|
44,904
|
|
|
$
|
32,850
|
|
|
$
|
(18,480
|
)
|
|
|
|
|
|
$
|
135,704
|
|
Silvio Piccini
|
|
|
|
|
|
$
|
19,710
|
|
|
|
|
|
|
$
|
(45,837
|
)
|
|
$
|
(26,127
|
)
|
|
|
|
(1)
|
|
Participants in our Deferred Compensation Plan can defer 50% of
base salary and 100% of cash bonuses.
|
|
(2)
|
|
Amounts shown in this column represent a portion of the amounts
shown in column entitled Non Equity Incentive Plan
Compensation of the Summary Compensation Table.
|
|
(3)
|
|
For fiscal 2008, we made awards of non-qualified deferred
compensation pursuant to our LTIP in the following amounts:
Mr. Underwood $200,000;
Mr. Franchuk $120,000; and
Mr. Miller $200,000. Such awards were effective
July 1, 2007 and vest ratably on an annual basis over a
three-year period, provided that we meet our strategic
objectives as established by the board for the fiscal year
preceding each June 30 vesting date in the three year cycle. The
amount set forth in this column represents the portion of the
award that was deposited to the executives account upon
achievement of our fiscal 2009 strategic objectives.
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(4)
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Executives invest monies in their deferred compensation accounts
using investment vehicles with investment risk profiles similar
to those offered in our 401(k) plan. Earnings will depend on
what investment decisions the named executive officers make.
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Potential
Payments upon Termination or Change in Control
We have entered into agreements with certain of our named
executive officers that provide payments and benefits to the
executive in the event of his termination of employment under
various circumstances, including a change of control. The
following tables reflect the amount of compensation payable to
each of our named executive officers upon: (i) an
involuntary termination with cause; (ii) a
voluntary resignation without good reason;
(iii) a termination due to death; (iv) a termination
due to disability; (v) retirement; (vi) an involuntary
termination without cause; (vii) a resignation
for good reason; and (viii) an involuntary
termination without cause or resignation for
good reason following a change in control. The
amounts shown assume that such termination was effective as of
June 30, 2009, the last business day of our fiscal year.
The actual amounts to be paid out can only be determined at the
time the events described above actually occur.
General Amounts Due Upon
Termination.
Generally, upon a termination of
employment for any reason, each named executive officer is
entitled to receive an immediate cash payment of certain accrued
obligations, including:
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base salary through the date of termination, to the extent not
paid;
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any accrued, but unused, vacation pay; and
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any unreimbursed business expenses.
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These payments and benefits are in addition to any regular
retirement benefits the named executive officers are entitled to
receive under our 401(k) plan and under our Deferred
Compensation Plan.
Jeffrey
A. Weiss
The following describes the potential payments to Mr. Weiss
upon a termination of employment or change of control pursuant
to the terms of his employment agreement.
Termination Without Cause or Resignation for
Good Reason.
Under the terms of his employment
agreement, Mr. Weiss may be terminated by us without
cause or he may resign for good reason.
36
Mr. Weiss employment may be terminated by us for
cause upon the occurrence of any of the following:
(i) his willful and continued failure to substantially
perform his material duties for us; (ii) his conviction of,
or entry of a plea of guilty or nolo contendere to (A) a
felony (other than a minor traffic violation) or (B) a
crime involving moral turpitude; or (iii) his willful gross
neglect which causes material harm to us or our business or his
willful and material misconduct relating to our business.
Mr. Weiss may resign for good reason, after
providing us with 30 days written notice of his intention
to do so, upon the occurrence of any of the following:
(i) any material diminution in his authorities, titles or
offices; (ii) any change in the reporting structure so that
Mr. Weiss reports to another of our officers or employees
instead of directly to our board; (iii) any material
diminution in his base salary or target bonus opportunity;
(iv) failure to re-elect Mr. Weiss as a member of our
board and the board of Dollar Financial Group, Inc., which we
refer to in this proxy statement as DFG, and as our CEO or the
CEO of DFG, or removal of Mr. Weiss from any such position,
(v) failure of Mr. Weiss to be our sole senior most
executive officer, (vi) material breach of the employment
agreement committed by us or any of our affiliates; or
(vii) our dissolution or liquidation or any failure by us
to obtain the assumption in writing of our obligation to perform
his employment agreement by any successor to all or
substantially all of our assets at the time of any merger,
consolidation, sale or similar transaction.
Upon a termination of employment by us without cause
or Mr. Weiss resignation for good reason,
Mr. Weiss will be entitled to the following payments
and/or
benefits:
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continuation of his base salary as in effect at the time of
termination, for a period of 24 months following
termination of employment, payable in bi-weekly installments,
the amount of which we refer to as his Base Severance;
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two times his annual target bonus, payable in 24 equal monthly
installments, the amount of which we refer to as his Bonus
Severance;
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a pro-rata portion of his target annual bonus, such amount
payable in a lump sum;
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contribution by us to the cost of coverage under our group
health plan for a period of 24 months or, if shorter, the
maximum period of time allowable under COBRA. In the event
Mr. Weiss eligibility for COBRA coverage expires
sooner than 24 months following the termination of his
employment, we will make payments to him, on an after-tax basis,
of an amount equal to the premium we would have otherwise
contributed to COBRA had he been eligible for the entire
24-month
period;
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accelerated vesting of his outstanding equity awards and, if
applicable, his equity awards will remain exercisable for a
period ending on the sooner of (i) 24 months following
his termination of employment or (ii) the date the equity
award would have expired by its original terms if he had
remained employed with us.
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Mr. Weiss will also be entitled to receive a Capstone
Award. Pursuant to the terms of the Capstone Award,
Mr. Weiss will be entitled to receive a lump-sum payment on
the first business day of the calendar month following the
triggering event (i.e. his termination, resignation,
disability, retirement or the date of a change in control) which
will equal the actuarial equivalent of an annual benefit of
$300,000 payable to Mr. Weiss in equal monthly installments
during his lifetime commencing on such payment date, with a
$150,000 per year survivor benefit payable on his subsequent
death to his surviving spouse.
Death or Disability.
In the event that
Mr. Weiss employment terminates due to his death or
disability, he will be entitled to the same payments
and/or
benefits described above under
Termination Without
Cause or Resignation for Good Reason,
except that (i) he will not be entitled to receive Base
Severance or Bonus Severance and (ii) any unvested equity
award which otherwise would have vested during the one year
period following his termination of employment, will become
immediately vested upon such termination and, if applicable,
will remain exercisable for a period ending on the sooner of
(i) 24 months following his termination of employment
or (ii) the date the equity award would have expired by its
original terms if he had remained employed with us.
Notwithstanding the foregoing, in the event of his death only,
and if Mr. Weiss is then and has remained married to his
current spouse through the date of his death, the Capstone Award
shall not be paid and Mr. Weiss surviving spouse will
be entitled to receive a survivor benefit which shall equal a
lump-sum payment that
37
is the actuarial equivalent of an annual benefit of $150,000
payable to his wife in equal monthly installments for her
lifetime commencing on the first business day of the calendar
month following Mr. Weiss death.
Retirement.
Under the terms of his employment
agreement, Mr. Weiss may terminate his employment by reason
of retirement, which, for purposes of his employment
agreement means, any voluntary termination of employment on or
after December 31, 2010, or a termination by us for any
reason after December 31, 2012.
In the event of Mr. Weiss retirement, he will be
entitled to receive the same payments
and/or
benefits described above under
Termination Without
Cause or Resignation for Good Reason,
except that (i) he will not be entitled to receive Base
Severance or Bonus Severance and (ii) his pro-rata bonus
payment will be determined with respect to the annual bonus he
otherwise would have been entitled to receive but for his
termination based on our actual performance for the year of
termination.
Change in Control.
In the event of a
change in control, Mr. Weiss will be entitled
to receive the Capstone Award. In addition, in the event
Mr. Weiss employment is terminated by us without
cause or he resigns for good reason
within 24 months following a change in control,
he will be entitled to receive the same benefits described above
under
Termination Without Cause or Resignation
for Good Reason,
except that his Base Severance
and Bonus Severance will be paid to him in a single lump sum
within 60 days following his termination of employment.
The change in control provisions of
Mr. Weiss employment agreement will be triggered upon
the first to occur of:
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a sale or transfer of substantially all of our assets or the
assets of DFG in any transaction or series of related
transactions (other than sales in the ordinary course of
business);
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any person becoming a beneficial owner of twenty five percent
(25%) or more of our voting securities;
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any sale or series of sales of shares of our capital stock by
the holders thereof which results in any person or group of
affiliated persons owning capital stock holding twenty five
percent (25%) or more of the voting power of DFG at the time of
such sale or series of sales;
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if after the effective date of the employment agreement, the
individuals who, at the beginning of such period, constitute our
board, cease for any reason to constitute at least a majority of
our board, unless the election or nomination for election of
each director who is not a director on the effective date of the
employment agreement was approved by a vote of no less than a
two-thirds (2/3) of the directors then still in office who are
directors on the date hereof or are new directors approved by
such vote;
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any merger, consolidation or reorganization to which either we
or DFG is a party, except for an internal reorganization or a
merger, consolidation or reorganization in which we are the
surviving corporation and, after giving effect to such merger,
consolidation or reorganization, the holders of our outstanding
common stock (on a fully-diluted basis) immediately prior to the
merger, consolidation or reorganization will own, immediately
following the merger, consolidation or reorganization, capital
stock holding a majority of our voting power;
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a liquidation, dissolution or sale of substantially all of our
or DFGs assets; or
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we cease to be a company the common stock of which is publicly
traded on a major United States stock exchange such as the New
York Stock Exchange or NASDAQ.
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In addition to the benefits described above, in the event that
it is determined that any payment by us to or for the benefit of
Mr. Weiss would be a so-called golden parachute
payment and, therefore, result in the imposition on
Mr. Weiss of an excise tax under Section 4999 of the
Code, Mr. Weiss shall receive a payment sufficient to place
him in the same after tax position as if no excise tax had been
applicable. We refer to this payment as the Parachute
Gross-up
Payment. However, if the imposition of the excise tax could be
avoided by the reduction of payments due to Mr. Weiss by an
amount of 10% or less, then the total of all such payments will
be reduced to an amount $1.00 below the amount that would
otherwise cause an excise tax to apply and no Parachute
Gross-up
Payment will be made.
Mr. Weiss is bound by certain non-competition and
non-solicitation covenants which extend for a period of
24 months following termination of employment.
Additionally, in order to receive any severance or termination
38
payments or benefits described above, Mr. Weiss is required
to execute and deliver a general release and
non-disparagement
agreement in a form prescribed by us.
Assuming one of the following events occurred on June 30,
2009, Mr. Weiss payments and benefits have an
estimated value of:
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Value of
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Value of
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Restricted
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Change in
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Pro-Rata
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Welfare
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Options
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Stock
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Parachute
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Salary
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Control
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Annual
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Capstone
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Benefit
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Subject to
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Subject to
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Gross-up
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Continuation
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Bonus
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Severance
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Bonus
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Award(1)
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Continuation
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Acceleration
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Acceleration
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Payment
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Termination For Cause or Voluntary Resignation (without Good
Reason)
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Termination Without Cause or Voluntary Resignation for Good
Reason
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$
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1,800,000
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(2)
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$
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1,800,000
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(3)
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$
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900,000
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(4)
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$
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4,183,890
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(5)
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$
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21,681
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(6)
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$
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213,294
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(10)
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$
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1,448,957
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(7)
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Termination Without Cause or Voluntary Resignation for Good
Reason Following a Change in Control
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$
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3,600,000
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(8)
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$
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900,000
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(4)
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$
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21,681
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(6)
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$
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213,294
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(10)
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$
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1,448,957
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(7)
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$
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2,766,832
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Payment Upon a Change in Control(9)
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$
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4,183,890
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(5)
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Death
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$
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900,000
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(4)
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$
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2,501,771
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(5)
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$
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21,681
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(6)
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$
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1,448,957
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(7)
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Disability
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$
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900,000
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(4)
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$
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4,183,890
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(5)
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$
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21,681
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(6)
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$
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1,448,957
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(7)
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(1)
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In the event Mr. Weiss resigns on or after
December 31, 2010 or is terminated by us on or after
December 31, 2012, he will be entitled to commence
receiving payments due pursuant to his Capstone Award.
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(2)
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This amount represents the continuation of Mr. Weiss
base salary for 24 months and is payable over a
24 month period.
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(3)
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This amount represents two times Mr. Weiss annual
target bonus and is payable over a 24 month period.
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(4)
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This amount represents the annual target bonus payable to
Mr. Weiss. Because we are assuming that his termination of
employment occurred on the last business day of our fiscal year,
the amount above does not reflect any pro-ration that would
occur in the event his employment was terminated at an earlier
time during the fiscal year.
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(5)
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This amount represents the actuarial present value of
Mr. Weiss Capstone Award as of June 30, 2009 as
if Mr. Weiss , or in the case of his death, his surviving
spouse, had received his lump sum payment on the first business
day of the calendar month following such date.
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(6)
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This amount represents our portion of the premium payments for
24 months of health coverage.
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(7)
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This amount represents the value of unvested grants of an
aggregate of 105,073 shares of our common stock, based on
$13.79, the closing price of our common stock on June 30,
2009.
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(8)
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This amount represents two times Mr. Weiss base
salary and annual target bonus and is payable in a lump sum.
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(9)
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Mr. Weiss will be entitled to receive his Capstone Award
upon a change in control. For a discussion of other payments to
be received by Mr. Weiss in the event of his termination
without cause or resignation for good reason following a change
in control, see the preceding row of this table.
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(10)
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This amount represents the value of unvested stock options to
purchase an aggregate of 48,366 shares of our common stock,
based on $13.79, the closing price of our common stock on
June 30, 2009. Such amount does not represent unvested
stock options to purchase an aggregate of 10,745 shares of
our common stock that were out of the money, based
on $13.79, the closing price of our common stock on
June 30, 2009, and thus would have no value upon
acceleration. The actual value realized will vary depending on
the date the options are exercised.
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39
Randy
Underwood
Termination Without Cause or Resignation for
Good Reason.
Under the terms of his employment
agreement, Mr. Underwood may be terminated by us without
cause or he may resign for good reason.
Mr. Underwoods employment may be terminated by us for
cause upon occurrence of any of the following:
(i) a material breach of any promise or obligation imposed
under his employment agreement; (ii) material acts of
embezzlement or misappropriation of funds; (iii) a serious
breach of his fiduciary obligations; (iv) his conviction of
a felony, plea of guilty or nolo contendere to a felony charge
or any criminal act involving moral turpitude; (v) his
willful unauthorized disclosure of confidential information;
(vi) an intentional violation of any of our rules,
regulations or policies; (vii) any willful act materially
adverse to our interests that is reasonably likely to result in
material harm to us or to bring us into disrepute; or
(viii) engaging in behavior that would constitute grounds
for liability for harassment.
Mr. Underwood may resign for good reason upon
the occurrence of any of the following: (i) any failure by
us to pay the compensation and benefits provided under his
employment agreement or any other material breach by us of any
provision of his employment agreement, after written notice by
Mr. Underwood to cure such failure or breach, and failure
by us to cure, within a period of fifteen (15) days
following such written notice; (ii) any material adverse
change in his position (including status, offices, titles and
reporting requirements), authority, duties or responsibilities,
or any other action by us made without his permission after
written notice by Mr. Underwood to cure such material
adverse change and failure by us to cure, within a period of
fifteen (15) days following such written notice which
results in: (A) a diminution in any material respect in his
position, authority, duties, responsibilities or compensation,
which diminution continues in time over at least thirty
(30) days, such that it constitutes an effective demotion
or (B) relocation of his regular work address to a location
more than thirty (30) miles from his location at the
effective date of the employment agreement; or (iii) our
failure to include him under any applicable directors and
officers insurance policy provided by us after receiving
written notice by Mr. Underwood and our continued failure
to cure.
Upon a termination of employment by us without cause
or a resignation by Mr. Underwood for good
reason, Mr. Underwood will be entitled to the
following payments
and/or
benefits:
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continuation of his base salary as in effect at the time of
termination for a period of 12 months, payable in bi-weekly
installments, the amount of which we refer to as his Base
Severance;
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an amount equal to the average of the annual bonuses he received
for the prior two years, payable in 12 equal monthly
installments, the amount of which we refer to as his Bonus
Severance;
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contribution by us to the cost of continued coverage under our
group health plan for a period of 12 months;
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continued payment by us (or reimbursement by us) of life,
disability insurance and other benefit programs that were in
effect at the time of his termination for a period of
12 months. In addition, we will continue to pay for his car
lease/allowance payment for 12 months; and
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all vested equity awards will remain exercisable for a period
ending on the sooner of (i) 12 months following his
termination of employment or (ii) the date the equity award
would have expired by its original terms if he had remained
employed with us.
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In addition, upon a termination of employment by us without
cause or a resignation by Mr. Underwood for
good reason, Mr. Underwood will be entitled to
receive a retention bonus and retiree medical coverage, with
survivor benefits, under our retiree medical plan as then in
effect, commencing 12 months after his termination or
resignation. Mr. Underwoods retention bonus will be
paid at the rate of $150,000 per year, payable in monthly
installments, and is payable until his death. Upon the date of
his death, his spouse will thereafter be entitled to receive
$75,000 per year for her lifetime.
Death or Disability.
In the event that
Mr. Underwoods employment terminates due to his death
or disability, he will be entitled to receive the same benefits
described above under
Termination Without Cause
or Resignation for Good Reason
, provided, that
in the event of his death, his retention bonus and retiree
medical benefits shall
40
commence in the month following his death, and in the event of
his disability, his retention bonus shall commence in the month
following his disability and his retiree medical benefits shall
commence 12 months after his disability.
Termination after June 30, 2011.
Under
the terms of his employment agreement, if
Mr. Underwoods employment is terminated for any
reason after June 30, 2011, he will be entitled to receive
the retention bonus and retiree medical benefits as described
above in
Termination Without Cause or Resignation
for Good Reason
commencing in the month
following his termination of employment.
Termination Following a Change in Control.
In
the event Mr. Underwoods employment is terminated by
us without cause or he resigns for good
reason within 18 months following a change in
control, he will be entitled to receive the same benefits
described above under
Termination without Cause
or Resignation for Good Reason,
except that he
will receive his Base Severance for a period of 18 months
and his Bonus Severance will be increased by 50% and will be
payable over an 18 month period. In addition, any unvested
equity awards will be accelerated upon his termination and, if
applicable, will remain exercisable for a period ending on the
sooner of (i) 12 months following his termination of
employment or (ii) the date the equity award would have
expired by its original terms if he had remained employed with
us.
Retention Bonus and Retiree Medical Coverage Upon a Change in
Control.
If the retention bonus has commenced
prior to a change in control, any unpaid retention bonus will be
paid to Mr. Underwood or his surviving spouse, as
applicable, in the form of an actuarially equivalent lump sum
within 60 days following such change in control. If the
retention bonus has not commenced as of the date of the change
in control, such benefit will be paid to Mr. Underwood or
his surviving spouse, as applicable, in the form of an
actuarially equivalent lump sum within 60 days following
such change in control unless Mr. Underwood had previously
terminated his employment without good reason or we had
previously terminated his employment for cause and such prior
termination had occurred prior to June 30, 2011. Upon a
change in control, Mr. Underwoods retiree medical
coverage shall become non-forfeitable (to the extent it
wasnt already), provided, that Mr. Underwood is
employed by us at the time of the change in control.
The Change in Control provisions of
Mr. Underwoods employment agreement will be triggered
upon the same events as described above with respect to
Mr. Weiss.
Mr. Underwood is bound by certain non-competition and
non-solicitation covenants which extend for a period of
24 months following termination of employment.
Additionally, in order to receive any severance or termination
payments or benefits described above, Mr. Underwood is
required to execute and deliver a general release and
non-disparagement agreement in a form prescribed by us.
Assuming one of the following events occurred on June 30,
2009, Mr. Underwoods payments and benefits have an
estimated value of:
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Value of
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Value of
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Restricted
|
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Welfare
|
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Retiree
|
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Options
|
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Stock
|
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Salary
|
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Benefit
|
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Retention
|
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Medical
|
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Subject to
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Subject to
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Continuation
|
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Bonus
|
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Continuation
|
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Bonus
|
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Coverage
|
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Acceleration
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Acceleration
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Termination For Cause or Voluntary Resignation (without Good
Reason)
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Termination Without Cause or Voluntary Resignation for Good
Reason
|
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$
|
445,000
|
(1)
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$
|
462,982
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(2)
|
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$
|
55,335
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(3)
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$
|
1,239,369
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(4)
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$
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8,546
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(5)
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|
|
|
|
|
|
Termination Without Cause or Voluntary Resignation for Good
Reason following a Change in Control
|
|
$
|
667,500
|
(6)
|
|
$
|
694,474
|
(7)
|
|
$
|
83,002
|
(8)
|
|
|
|
|
|
|
|
|
|
$
|
272,836
|
(9)
|
|
$
|
772,033
|
(10)
|
Payment Upon a Change in Control(11)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,239,369
|
(4)
|
|
$
|
8,546
|
(5)
|
|
|
|
|
|
|
|
|
Death
|
|
$
|
445,000
|
(1)
|
|
$
|
462,982
|
(2)
|
|
$
|
55,335
|
(3)
|
|
$
|
642,763
|
(4)
|
|
$
|
8,546
|
(5)
|
|
|
|
|
|
|
|
|
Disability
|
|
$
|
445,000
|
(1)
|
|
$
|
462,982
|
(2)
|
|
$
|
55,335
|
(3)
|
|
$
|
1,239,369
|
(4)
|
|
$
|
8,546
|
(5)
|
|
|
|
|
|
|
|
|
41
|
|
|
(1)
|
|
This amount represents the continuation of
Mr. Underwoods base salary for one year.
|
|
(2)
|
|
This amount represents the average of Mr. Underwoods
annual bonus payments for the prior two years.
|
|
(3)
|
|
This amount represents our portion of the premium payments for
12 months of health, life, and disability coverage and
12 months of Mr. Underwoods monthly auto
allowance.
|
|
(4)
|
|
This amount represents the actuarial present value of
Mr. Underwoods retention bonus as of June 30,
2009 with such payments beginning 12 months after his
termination or resignation or in the event of his disability,
with such payments beginning one month after his disability, or
in the event of his death, with such payments beginning one
month after the date of his death to his surviving spouse.
|
|
(5)
|
|
This amount represents the present value of our expenses for
providing Mr. Underwood with retiree medical coverage.
|
|
(6)
|
|
This amount represents the continuation of
Mr. Underwoods base salary for 18 months.
|
|
(7)
|
|
This amount represents 1.5 times the average of
Mr. Underwoods annual bonus payments for the prior
two years.
|
|
(8)
|
|
This amount represents our portion of the premium payments for
18 months of health, life; and disability coverage and
18 months of Mr. Underwoods monthly auto
allowance.
|
|
(9)
|
|
This amount represents the value of unvested stock options to
purchase an aggregate of 40,064 shares of our common stock,
based on $13.79, the closing price of our common stock on
June 30, 2009. Such amount does not represent unvested
stock options to purchase an aggregate of 20,834 shares of
our common stock that were out of the money, based
on $13.79, the closing price of our common stock on
June 30, 2009, and thus would have no value upon
acceleration. The actual value realized will vary depending on
the date the options are exercised.
|
|
(10)
|
|
This amount represents the value of unvested grants of an
aggregate of 55,985 shares of our common stock, based on
$13.79, the closing price of our common stock on June 30,
2009.
|
|
(11)
|
|
Mr. Underwood will be entitled to receive his retention
bonus and certain retiree medical benefits upon a change in
control. For a discussion of other payments to be received by
Mr. Underwood in the event of his termination without cause
or resignation for good reason following a change in control,
see the preceding line of this table.
|
Sydney
Franchuk
Termination Without Cause or Resignation For Good
Reason.
Under the terms of his employment
agreement, Mr. Franchuk may be terminated by us without
cause upon us giving Mr. Franchuk twelve months
notice or he may resign for good reason.
Although not specifically defined in his employment agreement,
we may terminate Mr. Franchuks employment for
cause at any time for any just cause permitted by
law, without notice.
Mr. Franchuk may resign for good reason upon
the occurrence of any of the following: (i) a willful
material breach by us of any provision of his employment
agreement; (ii) a material adverse change in
Mr. Franchuks duties, responsibilities or salary;
(iii) relocation of Mr. Franchuks regular work
address to a location more than 30 miles from his location
at the commencement of his employment agreement or
(iv) failure by us to include Mr. Franchuk under any
directors and officers liability insurance that we maintain for
our officers and directors, provided that such failure is not
remedied within 30 days of written notice of such default
by Mr. Franchuk to us.
We may terminate Mr. Franchuk without cause
upon us giving Mr. Franchuk twelve months notice. At our
option, we may pay compensation to Mr. Franchuk in lieu of
all or part of such twelve month notice period consisting of the
following:
|
|
|
|
|
continuation of his base salary as in effect at the time of
termination for the completion of such twelve month period,
payable in accordance with our normal payroll practices; and
|
|
|
|
continuation of certain welfare benefits.
|
Mr. Franchuk will also be entitled to the above
compensation for a twelve month period upon his resignation for
good reason.
42
In addition, upon Mr. Franchuks termination without
cause or resignation for good reason he
will be entitled to a pro rated bonus which shall be calculated
comparing our actual results in the year in which the notice of
termination is given including all months through to and
including the month in which notice of termination is given plus
the following twelve months to the applicable bonus targets for
that time period.
Mr. Franchuk is bound by certain non-competition and
non-solicitation covenants which extend for a period of
12 months following termination of employment.
Additionally, in order to receive any severance or termination
payments or benefits described above, Mr. Franchuk is
required to execute and deliver a general release in a form
acceptable to us.
Assuming one of the following events occurred on June 30,
2009, Mr. Franchuks payments and benefits have an
estimated value of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Options
|
|
Value of Restricted
|
|
|
Salary
|
|
|
|
Welfare Benefit
|
|
Subject to
|
|
Stock Subject to
|
|
|
Continuation
|
|
Bonus
|
|
Continuation
|
|
Acceleration
|
|
Acceleration
|
|
Termination For Cause or Voluntary Resignation (without Good
Reason)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination Without Cause Without Providing Twelve Months Notice
or Voluntary Resignation for Good Reason
|
|
$
|
344,080
|
(1)
|
|
|
|
|
|
$
|
5,809
|
(2)
|
|
|
|
(3)
|
|
$
|
82,809
|
(4)
|
|
|
|
(1)
|
|
This amount represents the continuation of
Mr. Franchuks base salary for twelve months.
|
|
(2)
|
|
This amount represents our portion of the premium payments for
12 months (i.e., the period of time remaining in his
initial employment term) of health and life coverage.
|
|
(3)
|
|
The unvested stock options to purchase an aggregate of
8,333 shares of our common stock, based on the difference
between the exercise price of the options and $13.79, the
closing price of our common stock on June 30, 2009 were
out of the money and thus would have no value upon
acceleration. The actual value realized will vary depending on
the date the options are exercised.
|
|
(4)
|
|
This amount represents the value of unvested grants of an
aggregate of 6,005 shares of our common stock, based on
$13.79, the closing price of our common stock on June 30,
2009.
|
Norman
Miller
Termination Without Cause or Resignation for
Good Reason.
Under the terms of his employment
agreement, Mr. Miller may be terminated by us without
cause or he may resign for good reason.
Mr. Millers employment may be terminated by us for
cause which is defined substantially as described
above with respect to Mr. Underwoods
cause definition.
Mr. Miller may resign for good reason which is defined
substantially as described above with respect to
Mr. Underwoods good reason definition.
Upon a termination of employment by us without cause
or a resignation by Mr. Miller for good reason,
Mr. Miller will be entitled to the following payments
and/or
benefits:
|
|
|
|
|
continuation of his base salary as in effect at the time of
termination for a period of 12 months, payable in
bi-weekly
installments, the amount of which we refer to as his Base
Severance;
|
|
|
|
an amount equal to the average of the annual bonuses he received
for the prior two years, payable in 12 equal monthly
installments, the amount of which we refer to as his Bonus
Severance;
|
|
|
|
contribution by us to the cost of continued coverage under our
group health plan for a period 12 months;
|
|
|
|
continued payment by us (or reimbursement by us) of life,
disability insurance and other benefit programs that were in
effect at the time of his termination for a period of
12 months. In addition, we will continue to pay for his car
lease/allowance payment for 12 months; and
|
43
|
|
|
|
|
all vested equity awards will remain exercisable for a period
ending on the sooner of (i) 12 months following his
termination of employment or (ii) the date the equity award
would have expired by its original terms if he had remained
employed with us.
|
Death or Disability.
In the event that
Mr. Millers employment terminates due to his death or
disability, he will be entitled to receive the same benefits
described above under
Termination Without Cause
or Resignation for Good Reason.
Termination Following a Change in Control.
In
the event Mr. Millers employment is terminated by us
without cause or he resigns for good
reason within 18 months following a change in
control, he will be entitled to receive the same benefits
described above under
Termination without Cause
or Resignation for Good Reason,
except that he
will receive his Base Severance for a period of 18 months
and his Bonus Severance will be increased by 50% and will be
payable over an 18 month period. In addition, any unvested
equity awards will be accelerated upon his termination and, if
applicable, will remain exercisable for a period ending on the
sooner of (i) 12 months following his termination of
employment or (ii) the date the equity award would have
expired by its original terms if he had remained employed with
us.
The Change in Control provisions of
Mr. Millers employment agreement will be triggered
upon the same events as described above with respect to
Mr. Weiss.
Mr. Miller is bound by certain non-competition and
non-solicitation covenants which extend for a period of
24 months following termination of employment.
Additionally, in order to receive any severance or termination
payments or benefits described above, Mr. Miller is
required to execute and deliver a general release and
non-disparagement agreement in a form prescribed by us.
Assuming one of the following events occurred on June 30,
2009, Mr. Millers payments and benefits have an
estimated value of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Options
|
|
Value of Restricted
|
|
|
Salary
|
|
|
|
Welfare Benefit
|
|
Subject to
|
|
Stock Subject to
|
|
|
Continuation
|
|
Bonus
|
|
Continuation
|
|
Acceleration
|
|
Acceleration
|
|
Termination For Cause or Voluntary Resignation (without Good
Reason)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination Without Cause or Voluntary Resignation for Good
Reason
|
|
$
|
450,000
|
(1)
|
|
$
|
468,372
|
(2)
|
|
$
|
22,529
|
(3)
|
|
|
|
|
|
|
|
|
Voluntary Resignation (without Good Reason)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination Without Cause or Voluntary Resignation for Good
Reason following a Change in Control
|
|
$
|
675,000
|
(4)
|
|
$
|
702,558
|
(5)
|
|
$
|
33,793
|
(6)
|
|
$
|
272,836
|
(7)
|
|
$
|
772,033
|
(8)
|
Death
|
|
$
|
450,000
|
(1)
|
|
$
|
468,372
|
(2)
|
|
$
|
22,529
|
(3)
|
|
|
|
|
|
|
|
|
Disability
|
|
$
|
450,000
|
(1)
|
|
$
|
468,372
|
(2)
|
|
$
|
22,529
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
This amount represents the continuation of
Mr. Millers base salary for one year.
|
|
(2)
|
|
This amount represents the average of Mr. Millers
annual bonus payments for the prior two years.
|
|
(3)
|
|
This amount represents our portion of the premium payments for
12 months of health, life and disability coverage and
12 months of Mr. Millers monthly auto allowance.
|
|
(4)
|
|
This amount represents the continuation of
Mr. Millers base salary for 18 months.
|
|
(5)
|
|
This amount represents 1.5 times the average of
Mr. Millers annual bonus payments for the prior two
years.
|
|
(6)
|
|
This amount represents our portion of the premium payments for
18 months of health, life and disability coverage and
18 months of Mr. Millers monthly auto allowance.
|
44
|
|
|
(7)
|
|
This amount represents the value of unvested stock options to
purchase an aggregate of 40,064 shares of our common stock,
based on $13.79, the closing price of our common stock on
June 30, 2009. Such amount does not represent unvested
stock options to purchase an aggregate of 37,501 shares of
our common stock that were out of the money, based
on $13.79, the closing price of our common stock on
June 30, 2009, and thus would have no value upon
acceleration. The actual value realized will vary depending on
the date the options are exercised.
|
|
(8)
|
|
This amount represents the value of unvested grants of an
aggregate of 55,985 shares of our common stock, based on
$13.79, the closing price of our common stock on June 30,
2009.
|
Employee
Benefit Plans
We believe our ability to grant equity-based awards is a
valuable and necessary compensation tool that aligns the
long-term financial interests of our employees and directors
with the financial interests of our stockholders. In addition,
we believe that our ability to grant options and other
equity-based awards helps us to attract, retain and motivate
qualified employees, and encourages them to devote their best
efforts to our business and financial success. The material
terms of our equity incentive plans are described below.
2005
Stock Incentive Plan
Our 2005 Stock Incentive Plan, which we refer to as our 2005
plan, is intended to secure for us the benefits arising from
stock ownership by selected key employees, directors,
consultants and advisors as the human resources and compensation
committee of our board may from time to time determine. The
following are the material terms of the 2005 plan:
Shares Subject to Plan
.
During
fiscal 2009, our board approved the grant of 177,329 shares
of restricted stock and restricted stock units and options to
purchase zero shares of common stock under the 2005 plan.
Options to purchase 786,629 shares of our common stock
granted under the 2005 plan were outstanding as of June 30,
2009.
Administration
.
The 2005 plan is
administered by the human resources and compensation committee
as designated by our board. Each member of the human resources
and compensation committee is a nonemployee director
(within the meaning of
Rule 16b-3
promulgated under Section 16 of the Exchange Act) and an
outside director (within the meaning of
Section 162(m) of the Internal Revenue Code). The human
resources and compensation committee has authority to construe
and interpret the 2005 plan and any awards made thereunder, to
grant and determine the terms of awards and to make any
necessary rules and regulations for the administration of the
2005 plan.
Eligibility
.
All of our and our
subsidiaries directors, officers, employees, consultants and
advisors are eligible to participate in the 2005 plan.
Type of Awards
.
The 2005 plan permits
the human resources and compensation committee of our board to
grant stock options, stock purchase rights, shares of common
stock, restricted stock units or a combination thereof upon the
terms and conditions determined by the administrators of the
plan. Stock options may be incentive stock options or
non-qualified stock options that do not qualify as incentive
stock options. The board amended and restated the plan on
June 28, 2007 to permit the issuance of restricted stock
units under the plan.
Amendment and Termination
.
The 2005
plan may be amended or terminated by our board, at any time,
subject to approval by our stockholders where necessary to
satisfy federal tax or other applicable laws or stock market
requirements. The 2005 plan will terminate no later than ten
years after its adoption.
Exercisability, Vesting and Price of
Awards
.
Stock options will vest at the times
and upon the conditions that the human resources and
compensation committee may determine, and the price at which
shares, subject to the stock option may be purchased will be
reflected in each particular stock option agreement. The stock
purchase price, our right of repurchase, if any, and other
conditions determined by the human resources and compensation
committee, will be reflected in each particular stock purchase
right agreement.
45
2007
Stock Incentive Plan
Our 2007 Stock Incentive Plan, which we refer to as our 2007
plan, is intended to secure for us the benefits arising from
stock ownership by selected key employees, directors,
consultants and advisors as the human resources and compensation
committee of our board may from time to time determine. Our
board adopted our 2007 plan on October 5, 2007 and our
stockholders adopted our 2007 plan on November 15, 2007.
The following are the material terms of the 2007 plan:
Shares Subject to
Plan
.
2,500,000 shares of our common
stock are reserved for issuance pursuant to the terms of the
2007 plan. However, no more than 1,250,000 shares may be
subject to stock awards or restricted stock unit awards. During
fiscal 2009, our board approved the grant of 225,868 shares
of restricted stock and restricted stock units and options to
purchase 457,723 shares of common stock under the 2007
plan. Options to purchase 788,555 shares of our common
stock granted under the 2007 plan were outstanding as of
June 30, 2009. The number of shares reserved for issuance
is generally subject to equitable adjustment upon the occurrence
of any reorganization, merger, consolidation, recapitalization,
reclassification, stock
split-up,
combination or exchange of shares, stock dividend or other
similar corporate transaction or event.
Administration
.
The 2007 plan is
administered by the human resources and compensation committee
as designated by our board or by our board. Each member of the
human resources and compensation committee is a
nonemployee director (within the meaning of
Rule 16b-3
promulgated under Section 16 of the Exchange Act) and an
outside director (within the meaning of
Section 162(m) of the Internal Revenue Code). The human
resources and compensation committee or our board has authority
to construe and interpret the 2007 plan and any awards made
thereunder, to grant and determine the terms of awards and to
make any necessary rules and regulations for the administration
of the 2007 plan.
Eligibility
.
Officers and employees,
non-employee members of our board as well as independent
consultants and contractors, in our employ or service or in the
employ or service of our parent or subsidiary companies (whether
now existing or subsequently established) will be eligible to
participate in the 2007 plan.
Type of Awards
.
The 2007 plan permits
the human resources and compensation committee of our board or
our board to grant stock options, stock appreciation rights,
stock awards, restricted stock units, performance awards or a
combination thereof upon the terms and conditions determined by
the administrators of the plan. Stock options may be incentive
stock options or non-qualified stock options that do not qualify
as incentive stock options.
Amendment and Termination
.
Our board
may amend or modify the 2007 plan at any time; provided,
however, that stockholder approval will be required for any
amendment which materially increases the number of shares of
common stock authorized for issuance under the 2007 plan (other
than in connection with certain changes to our capital
structure), materially increases the benefits accruing to
participants, materially expands the class of individuals
eligible to participate in the 2007 plan, expands the types of
awards which may be made under the 2007 plan or extends the term
of the 2007 plan. Unless sooner terminated by our board, the
2007 plan will terminate on October 5, 2017.
Exercisability, Vesting and Price of
Awards
.
Stock options will vest at the times
and upon the conditions that the human resources and
compensation committee or board may determine, and the price at
which shares, subject to the stock option may be purchased will
be reflected in each particular stock option agreement. The
stock purchase price, our right of repurchase, if any, and other
conditions determined by the human resources and compensation
committee or the board, will be reflected in each particular
stock purchase right agreement.
46
HUMAN
RESOURCES AND COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
During the last fiscal year, Messrs. Schwenke (Chairman),
Gavin and Kooper served as members of our human resources and
compensation committee. None of these individuals was at any
time since July 1, 2008 or at any time prior thereto an
officer or employee of ours. There are no compensation committee
interlocks between us and any other entity involving us or such
other entitys executive officers or members of our board.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Related
Person Transactions during Fiscal 2009
Other than compensation agreements and other arrangements which
are described in the Director Compensation and
Executive Compensation sections of this proxy
statement and the transactions described below, during our last
fiscal year, there has not been, and there is not currently
proposed, any transaction or series of transactions to which we
were or will be a party in which the amount involved exceeded or
will exceed $120,000 and in which any of our directors, nominees
for director, executive officers, holders of more than five
percent of any class of our voting securities or any member of
the immediate family of the foregoing persons had or will have a
direct or indirect material interest.
We believe that all of the transactions set forth below are on
terms no less favorable to us than we could have obtained from
unaffiliated third parties.
Stockholders
Agreement
We are a party to an amended and restated stockholders agreement
with parties, including GS Mezzanine Partners, L.P., Bridge
Street Fund 1998, L.P., Stone Street Fund 1998, L.P.
and GS Mezzanine Partners Offshore, L.P., which we refer to
collectively in this proxy statement as GS, Ares Leveraged
Investment Fund, L.P. and Ares Leveraged Investment
Fund II, L.P., which we refer to together in this proxy
statement as Ares, Green Equity Investors II, L.P., Jeffrey
Weiss, Donald Gayhardt and C.L. and Sheila Jeffrey. The
stockholders agreement will terminate on November 13, 2013.
Under the agreement, provisions relating to tag-along and first
option rights, repurchase of shares, preemptive rights,
drag-along rights and grants of proxy terminated in connection
with our initial public offering in January 2005. In addition,
to our knowledge, GS, Ares and Green Equity Investors II, L.P.
do not own any shares of our common stock and, therefore, they
no longer have rights under the Stockholders Agreement.
Under the Stockholders Agreement, any stockholder party to the
Stockholders Agreement owning 20% or more of the outstanding
shares of our common stock has the right to demand that we file
a registration statement under the Securities Act covering all
or a portion of the shares of common stock that it holds.
In addition, if we propose to register any common stock under
the Securities Act (pursuant to a demand or otherwise) other
than on a registration statement on
Form S-4
or
S-8,
or
in connection with an exchange offer, each stockholder that is
party to the stockholders agreement, may elect to include in, or
piggyback on, the registration of all or a portion
of the shares of common stock that it holds. We would bear all
registration expenses incurred in connection with these
registrations. The stockholders would pay all underwriting
discounts, selling commissions and stock transfer taxes
applicable to the sale of their securities.
Our
Policies Regarding Related Party Transactions
The audit committee of our board reviews transactions where any
of the following persons or entities is a party: (i) any
executive officer or vice president or board member or board
nominee or any immediate family member or affiliate of any of
the foregoing, (ii) any five percent or more shareholder,
or (iii) any entity in which any of the foregoing has a one
percent or more ownership interest. Transactions subject to
review may proceed if our audit committee finds that the
transaction is on terms comparable to those that could be
obtained in arms length dealings with an unrelated third
party, and, to the extent they involve compensation, if they are
approved by our human resources and compensation committee.
47
REPORT OF
THE AUDIT COMMITTEE
The Audit Committee oversees our financial reporting process on
behalf of our board. Management has the primary responsibility
for the financial statements and the reporting process,
including the systems of internal controls. Our independent
registered public accounting firm is responsible for expressing
an opinion on the conformity of our audited financial statements
with accounting principles generally accepted in the United
States.
In fulfilling its oversight responsibilities, the Audit
Committee has reviewed our audited financial statements for
fiscal 2009, and discussed them with management and the
independent registered public accounting firm (including
discussions in executive sessions without the presence of
management when appropriate), including the following aspects of
the financial statements: (i) the quality, not just the
acceptability, of their accounting principles; (ii) the
reasonableness of the significant judgments reflected in the
financial statements; and (iii) the clarity of their
disclosures. The Audit Committee has discussed with our
independent registered public accounting firm the matters
required to be discussed by Statement on Auditing Standards
No. 61, Communication with Audit Committees, as amended.
The Audit Committee has also received the written disclosures
and the letters from our independent registered public
accounting firm required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit
Committees. The Audit Committee has discussed with the
independent registered public accounting firm their independence
from us and our management. In addition, the Audit Committee has
considered whether the provision of non-audit services by the
independent registered public accounting firm to us is
compatible with maintaining the independence of the independent
registered public accounting firm.
Based on the reviews and discussions referred to above, the
Audit Committee recommended to our board that our audited
financial statements be included in our Annual Report on
Form 10-K
for fiscal 2009. The Audit Committees recommendation was
accepted by our board.
This report is made by the undersigned members of the Audit
Committee.
David Jessick (Chairman)
Clive Kahn
Ronald McLaughlin
Notwithstanding anything to the contrary set forth in any of
our previous or future filings under the Securities Act or the
Exchange Act that might incorporate this proxy statement or
future filings with the SEC, in whole or in part, the above
report shall not be deemed to be soliciting material
or filed with the SEC and shall not be deemed to be
incorporated by reference into any such filing.
48
PROPOSAL 2:
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The audit committee of our board has appointed Ernst &
Young LLP as our independent registered public accounting firm
for fiscal 2010. Ernst & Young LLP was first engaged
as our independent registered public accounting firm in 1990 and
has audited our financial statements for fiscal 2009.
Ratification of the appointment of Ernst & Young LLP
requires the affirmative vote, affirmatively or negatively, of a
majority of the votes cast on the matter.
Although stockholder ratification of the appointment of
Ernst & Young LLP as our independent registered public
accounting firm is not required by our bylaws or otherwise, our
board has decided to afford our stockholders the opportunity to
express their opinions on the matter of our independent
registered public accounting firm. Even if the selection is
ratified, the audit committee in its discretion may select a
different independent registered public accounting firm at any
time if it determines that such a change would be in the best
interests of us and our stockholders. If our stockholders do not
ratify the appointment, the audit committee will take that fact
into consideration, together with such other facts as it deems
relevant, in determining its next selection of an independent
registered public accounting firm.
Representatives of Ernst & Young LLP will be present
at the annual meeting to make any statement they may desire and
to respond to questions from stockholders.
The board unanimously recommends that stockholders vote FOR
Proposal 2 to ratify the appointment of Ernst &
Young LLP as our independent registered public accounting firm
for fiscal 2010.
Fees to
Independent Registered Public Accounting Firm
Aggregate fees for professional services rendered to us or on
our behalf by Ernst & Young LLP for the fiscal year
ended on June 30, 2008 and June 30, 2009 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2008
|
|
Fiscal 2009
|
|
Audit Fees
|
|
$
|
1,144,806
|
|
|
$
|
1,269,399
|
|
Audit-Related Fees
|
|
$
|
27,500
|
|
|
$
|
47,000
|
|
Tax Fees
|
|
$
|
255,302
|
|
|
$
|
250,250
|
|
All Other Fees
|
|
$
|
2,055
|
|
|
$
|
44,182
|
|
Audit Fees.
Audit fees for fiscal 2009 and
fiscal 2008 were for professional services rendered for the
audits of our consolidated financial statements, review of the
interim consolidated financial statements included in the
quarterly reports, attestation services related to our internal
controls over financial reporting for compliance with
Section 404 of the Sarbanes-Oxley Act of 2002 and services
that generally only the independent registered public accounting
firm can reasonably provide, such as comfort letters, statutory
audits, consents and assistance with and review of documents
filed with the Securities and Exchange Commission.
Audit-Related Fees.
During fiscal 2009 and
fiscal 2008, there were no fees billed for assurance and related
services by Ernst & Young LLP that are reasonably
related to the performance of the audits or reviews of our
financial statements, the effectiveness of our internal control
over financial reporting and the effectiveness of
managements assessment of our internal control over
financial reporting, and are not reported under Audit Fees
above. Audit related fees for fiscal 2009 and fiscal 2008 were
related to the audit of our 401(k) plan.
Tax Fees.
Tax fees for fiscal 2009 and fiscal
2008 were for compliance, tax advice, and tax planning.
All Other Fees.
Fees for other services
provided during fiscal 2009 and fiscal 2008 were for online
research services and continuing education courses.
Pre-Approval of Services.
All services
provided by Ernst & Young LLP were pre-approved by the
audit committee, which concluded that the provision of such
services by Ernst & Young LLP was compatible with the
maintenance of that firms independence in the conduct of
its auditing functions. The audit committee has adopted
pre-approval policies and procedures for audit and non-audit
services. The audit services provided by Ernst & Young
LLP are approved in advance by the audit committee. Under its
pre-approval policy, the audit committee has
49
delegated authority to its chairman to pre-approve audit-related
and non-audit services the cost of which will not exceed
$50,000; provided, that the chairman is required to report any
pre-approval decisions to the audit committee at its next
meeting. Any services that exceed the pre-approved dollar limit
require specific pre-approval by the audit committee. The
engagement of Ernst & Young LLP for non-audit
accounting and tax services is limited to circumstances where
these services are considered integral to the audit services
that Ernst & Young LLP provides or where there is
another compelling rationale for using Ernst & Young
LLP. All audit, audit-related and permitted non-audit services
for which Ernst & Young LLP was engaged were
pre-approved by the audit committee in compliance with
applicable Securities and Exchange Commission requirements.
50
OTHER
INFORMATION
Matters
Relating to Solicitation
The expense of solicitation of proxies on behalf of the board,
including printing and postage, will be paid by us. Request will
be made of brokerage houses and other custodians, nominees and
fiduciaries to forward the solicitation material, at our
expense, to the beneficial owners of common stock held of record
by such persons. In addition to being solicited through the
mails, proxies may also be solicited personally or by telephone
by our board and officers. We know of no business which will be
presented at the annual meeting other than as set forth in this
proxy statement. However, if other matters should properly come
before the annual meeting, it is the intention of the persons
named in the enclosed proxy to vote in accordance with the
recommendations of our board, or if no recommendation is given,
in their own discretion on such matter.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires our officers, board and persons who own more than 10%
of our common stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers,
directors and greater than 10% stockholders are required by
regulation to furnish us with copies of all Section 16(a)
forms they file. Based solely on a review of the copies of such
forms furnished to us, or written representations that no Annual
Statements of Beneficial Ownership of Securities on Form 5
were required to be filed, we believe that during fiscal 2009
our officers, directors and greater than 10% stockholders
complied with all applicable Section 16(a) filing
requirements except for Roy Hibberd, who filed a late
Form 4 relating to one transaction.
Other
Matters
Only the proposals set forth in the proxy statement are
currently intended to be presented for vote at the annual
meeting. The board knows of no other matters that are to be
brought before the annual meeting, and in accordance with our
bylaws, no other substantive proposals may be introduced at the
annual meeting. If any other business properly comes before the
annual meeting, including the consideration of a motion to
adjourn such meeting (including for purposes of soliciting
additional votes), it is the intention of the persons named in
the enclosed form of proxy to vote the shares they represent as
our board may recommend or, if no recommendation is given, in
their own discretion.
Stockholder
Proposals for the 2010 Annual Meeting of Stockholders
Stockholders are entitled to present proposals for action at a
forthcoming meeting if they comply with the requirements of the
proxy rules promulgated by the Securities and Exchange
Commission.
Proposals for Inclusion in Our 2010 Proxy
Statement
.
Proposals of stockholders intended
to be presented for consideration at our 2010 annual meeting of
stockholders must be received by us no later than June 10,
2010 in order to be included in our 2010 proxy statement and
form of proxy related to that meeting.
Proposals Not for Inclusion in Our Proxy
Statement
.
If a stockholder intends to timely submit a proposal for action
at our 2010 annual meeting of stockholders, which is not
required to be included in our 2010 proxy statement and form of
proxy relating to that meeting, the stockholder must satisfy
certain requirements set forth in our bylaws and deliver a
written notice (as such term is defined in our bylaws) to our
Secretary at the following address: Dollar Financial Corp., 1436
Lancaster Avenue, Suite 310, Berwyn, PA, 19312 and in the
manner set forth in the bylaws not later than September 12,
2010 and not earlier than August 13, 2010; provided,
however, if the 2010 annual meeting is held 30 days prior
to, or 60 days after, the date of the 2009 annual meeting,
a timely notice with respect to the meeting must be delivered
not later than the close of business on the later of the
(1) 60th day prior to the 2010 annual meeting or
(2) if the first public announcement of the date of the
2010 annual meeting is less than 100 days prior to the date
of such annual meeting, the 10th day following the day on which
public announcement of the date of such meeting is first made.
51
If such stockholder fails to timely deliver a written notice to
our Secretary in the manner set forth above, or otherwise fails
to satisfy the requirements set forth in our bylaws and
Securities and Exchange Commission rules, the proxy holders will
be allowed to use their discretionary voting authority when any
such proposal is raised at the 2010 annual meeting. We reserve
the right to reject, rule out of order, or take other
appropriate action with respect to any proposal that does not
comply with these and other applicable requirements.
A copy of the full text of our bylaws may be obtained by writing
to our Secretary at the following address: Dollar Financial
Corp., 1436 Lancaster Avenue, Suite 310, Berwyn, PA, 19312.
Our
Annual Report on
Form 10-K
We will provide without charge to each person solicited by this
proxy statement, on the written request of any such person, a
copy of our annual report on
Form 10-K
for fiscal 2009 including financial statements and the schedules
thereto. Such written requests should be directed to us at 1436
Lancaster Avenue, Suite 310, Berwyn, PA 19312,
Attention: Secretary.
52
DOLLAR FINANCIAL CORP.ANNUAL MEETING OF STOCKHOLDERS NOVEMBER 11, 2009 THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OFDOLLAR FINANCIAL CORP.The undersigned, revoking all
previous proxies, hereby appoints Jeffrey A. Weiss and Randy Underwood, and each of them acting
individually, with full power of substitution, as the proxy of the undersigned to vote, as
indicated below and in their discretion upon such other matters as may properly come before the
meeting, all shares of Common Stock of Dollar Financial Corp., a Delaware corporation (the
Company), that the undersigned may be entitled to vote at the Annual Meeting of Stockholders to
be held at 8:30 a.m. (local time) on November 11, 2009, at The Boca Raton Bridge Hotel and at any
adjournment or postponement thereof.(Continued and to be signed on the reverse side)
|
ANNUAL MEETING OF STOCKHOLDERS OFDOLLAR FINANCIAL CORP.November 11, 2009IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS FORTHE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
NOVEMBER 11. 2009:The Notice of Annual Meeting, Proxy Statement and fiscal 2009 Annual Report to
Stockholders are available on our website at http://www.dfg.com/irPlease sign, date and mailyour
proxy card in theenvelope provided as soonas possible.7 Please detach along perforated line and
mail in the envelope provided, f
SD33DDDDDDDDDDDDDDDD 1 llllDIThe Board of Directors of
Dollar Financial Corp. recommends a vote FOR the following actions set forth below:
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE
OR BLACK INK AS SHOWN HERE [x]FOR AGAINST ABSTAIN1. Election of Class B Directors for Terms of
Three Years: 2. Ratification of Ernst & Young LLP as the Companys independent I I I I I
Iregistered accountants for the fiscal year ending June 30, 2010. II II II. .
NOMINEES:for all nominees O David Jessick 3. In their discretion to act on any
other matter or matters which may properlyO Kenneth Schwenke come before the Annual Meeting or any
adjournment or postponement thereof.I withhold authority O Michael Kooper for
all nominees THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICEOF THE 2009 ANNUAL
MEETING OF STOCKHOLDERS, THE 2009 PROXY
I forallexcept STATEMENT AND THE ANNUAL REPORT FOR THE FISCAL YEAR ENDING 1 (See
instructions below) JUNE 3Q 200g pRQR
jq JHE EXECUTION OF THIS PROXY.INSTRUCTIONS: To withhold authority to vote for
any individual nominee(s), mark FOR ALL EXCEPT and fill in the circle next to each nominee you
wish to withhold, as shown here: ^To change the address on your account, please check the box at
right and indicate your new address in the address space above. Please note thatchanges to the
registered name(s) on the account may not be submitted via I 1this method.Signature of Stockholder
Date: Signature of Stockholder Date:Note: Please sign exactly as your name or names appear on
this Proxy. When shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full
^H title as such. If the signer is a corporation, please sign full corporate name by duly
authorized officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person. ^H
|
ANNUAL MEETING OF STOCKHOLDERS OFDOLLAR FINANCIAL CORP.November 11, 2009PROXY VOTING
INSTRUCTIONSINTERNET Access www.voteproxy.com and follow the on-screen instructions. Have your
proxy card available when you access the web page, and use the Company Number and Account Number
shown on your proxy card.TELEPHONE Call toll-free 1 -800-PROXIES (1 -800-776-9437) in i 1 the
United States or 1-718-921-8500 from foreign countries from any rTHUIDAMV Ml IMBEDtouch-tone
telephone and follow the instructions. Have your proxy UUMKAIMY IMUIVlDtKcard available when you
call and use the Company Number and ^^^_^^^^^_^^^^^^^_^^ Account Number shown on your proxy
card.w. .. . . ...,, _OD.. COTth A u
t th t. ACCOUNT NUMBERVote online/phone until 11:59 PM
EST the day before the meeting.MAIL Sign, date and mail your proxy card in the envelope
Iprovided as soon as possible. IIN PERSON You may vote your shares in person by attending the
Annual Meeting.IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 11. 2009:The Notice of Annual Meeting, Proxy
Statement and fiscal 2009 Annual Report to Stockholders are available on our website at
http://www.dfg.com/irf Please detach along perforated line and mail in the envelope provided ]F
you are not voting via telephone or the Internet, f
SD33DDDDDDDDDDDDDDDD 1 llllDIThe Board of
Directors of Dollar Financial Corp. recommends a vote FOR the following actions set forth below:
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE
OR BLACK INK AS SHOWN HERE [x]FOR AGAINST ABSTAIN1. Election of Class B Directors for Terms of
Three Years: 2. Ratification of Ernst & Young LLP as the Companys independent I II II
Iregistered accountants for the fiscal year ending June 30, 2010.
1 NOMINEES:
for all nominees O David Jessick 3. in their discretion to act on any other matter
or matters which may properlyO Kenneth Schwenke come before the Annual Meeting or any adjournment
or postponement thereof. withhold authority O Michael Kooper for all
nominees THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICEOF THE 2009 ANNUAL MEETING
OF STOCKHOLDERS, THE 2009 PROXY
iforallexcept STATEMENT AND THE ANNUAL REPORT FOR THE FISCAL YEAR ENDING 1 (bee
instructions below) JUNE 3Q 2QQg pRQR
jq JHE EXECUTION OF THIS PROXY.INSTRUCTIONS: To withhold authority to vote for
any individual nominee(s), mark FOR ALL EXCEPT and fill in the circle next to each nominee you
wish to withhold, as shown here: ^To change the address on your account, please check the box at
right and indicate your new address in the address space above. Please note thatchanges to the
registered name(s) on the account may not be submitted via I 1this method.Signature of Stockholder
Date: [signature of Stockholder Date: ^^ Note: Please sign exactly as your name or
names appear on this Proxy. When shares are held jointly, each holder should sign. When signing
as executor, administrator, attorney, trustee or guardian, please give full ^^
^H title as such. If the signer is a corporation, please sign full corporate name by duly
authorized officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person. ^H
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