- Revised Proxy Soliciting Materials (definitive) (DEFR14A)
April 28 2009 - 4:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE 14A
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by
the Registrant [ X ]
Filed by
a Party other than the Registrant [ ]
Check the
appropriate box:
[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[X]
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Definitive
Proxy Statement
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[ ]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material Pursuant to §240.14a-12
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STERLING BANKS,
INC.
(Name of
Registrant as Specified in Its Charter)
(Name of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials:
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[ ]
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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 previous filing by registration
statement number, or the form or schedule and the date of its
filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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EXPLANATORY
NOTE
The
Registrant’s definitive proxy statement filed with the Securities and Exchange
Commission on April 15, 2009, is hereby amended to correct certain errors
contained (i) in the section entitled “Governance and Nominating Committee and
Nomination of Directors” on page 7, (ii) in the table entitled “Outstanding
Equity Awards at Fiscal Year End” on page 16, and (iii) in the table entitled
“Directors’ Compensation” on page 17. Pages 7 and 16 – 17 have been
updated and are set forth below in their entirety with the corrections noted
therein.
Director
Independence
The
Company is listed on the NASDAQ Capital Market and follows the NASDAQ listing
standards for Board and committee independence. Under NASDAQ Rule
4200(a)(15), a director is not considered to be independent if he also an
executive officer or employee of the Company. Accordingly, Mr. King,
our President and Chief Executive Officer and Mr. Horner, our Executive Vice
President and Chief Financial Officer, are not independent. The Board of
Directors considered relationships and other arrangements, if any, with each
director when director independence was reviewed, including the Company’s
relationships with the law firm with which Director Brandt is affiliated, and
has determined that all directors other than Directors King and Horner are
independent under the applicable NASDAQ listing standards.
Meetings
and Committees of the Board
During
2008, the Company’s Board of Directors held 12 regular meetings and 1 special
meeting, and Sterling Bank’s Board of Directors held 12 regular meetings and 1
special meeting. Established committees of the Board of Directors are
the Executive Committee, Loan Committee, Audit Committee, Compensation
Committee, Asset/Liability Management and Investment Committee, Community
Reinvestment Committee and Governance and Nominating Committee. In
addition, the Board has created ad-hoc committees from time to time for
particular purposes.
No
Director attended fewer than 75% of the total meetings of the Board of Directors
and committees on which such Director served during the year ended December 31,
2008, other than Director Yoh.
Governance and Nominating Committee
and Nomination of Directors.
The Governance and Nominating
Committee consists of Directors Eckenhoff (Chair), Brandt and Sandmeyer. The
Governance and Nominating Committee monitors corporate governance matters,
reviews possible candidates for the Board of Directors and recommends qualified
candidates for election as directors of the Company. The Governance and
Nominating Committee operates under a formal charter that governs its duties and
standards of performance, a copy of which is available on our website
(www.sterlingnj.com). The
Board of
Directors
Committee
met in
December 2008 in connection with the nomination of directors for election to the
Board.
Under
state and federal banking law, the directors of the Company are subject to
extensive scrutiny. In addition, state banking law requires directors
to maintain a minimum ownership level in the Company’s Common
Stock. While all director candidates must satisfy strong ethical
standards, there are no express minimum qualifications for director
candidates. Historically, the Company has considered the following
criteria in connection with the evaluation of director candidates:
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How
their service as a director will benefit the
Company
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How
they are expected to interact with the full Board of Directors and
management
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·
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Director
candidates should come from the Company’s market
areas
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·
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Their
business leadership and local community
involvement
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The
Governance and Nominating Committee will also consider these factors in
identifying and evaluating potential nominees for the 2010 Annual
Meeting. In addition, since the Company’s inception, share ownership
also has been a significant factor in selecting candidates for director, and
will continue to be a significant factor in the Governance and Nominating
Committee’s review process.
7
Outstanding
Equity Awards at Fiscal Year End
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OPTION
AWARDS
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STOCK
AWARDS
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Name
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Number
of Securities Underlying Unexercised Options (#)
Exercisable
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Number
of Securities Underlying Unexercised Options (#)
Unexercisable
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Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned
Options
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Option
Exercise
Price
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Option
Expiration
Date
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Number
of Shares or Units of Stock that have
not
Vested
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Market
Value of Shares or units of Stock that have
not
Vested
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Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
that
have not
Vested
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Equity
Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or
Other Rights
that
have
not
Vested
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Robert
H.
King
(1)
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1,445
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-
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-
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$
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6.48
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03/25/13
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-
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-
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-
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-
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60,775
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-
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-
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8.23
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04/26/14
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-
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-
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-
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-
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23,153
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-
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-
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8.70
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03/22/15
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-
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-
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-
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-
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-
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20,000
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-
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3.80
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06/24/18
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-
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-
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-
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-
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John
Herninko
(2)
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4,221
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-
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-
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$
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8.17
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11/23/09
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-
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-
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-
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-
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4,020
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-
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-
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6.86
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12/01/10
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-
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-
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-
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-
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1,445
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-
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-
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6.48
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03/25/13
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-
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-
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-
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-
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4,863
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-
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-
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7.66
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11/25/13
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-
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-
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-
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-
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8,682
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-
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-
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9.07
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11/23/14
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-
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-
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-
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-
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2,894
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-
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-
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8.70
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03/22/15
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-
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-
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-
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-
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1,847
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7,392
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-
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10.90
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05/28/16
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-
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-
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-
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-
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600
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5,400
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-
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7.70
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11/27/17
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-
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-
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-
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-
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-
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15,000
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-
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3.80
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06/24/18
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-
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-
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-
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-
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R.
Scott
Horner
(3)
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4,221
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-
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-
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$
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8.17
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11/23/09
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-
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-
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-
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-
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4,020
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-
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-
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6.86
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12/01/10
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-
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-
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-
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|
-
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1,445
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-
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-
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|
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6.48
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03/25/13
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-
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|
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|
-
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|
|
|
-
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|
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-
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4,863
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-
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-
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7.66
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11/25/13
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-
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|
-
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|
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|
-
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|
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|
-
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8,682
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-
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|
|
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-
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9.07
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11/23/14
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|
-
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|
|
|
-
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|
|
|
-
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|
|
|
-
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|
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2,894
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|
|
|
-
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|
|
|
-
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|
|
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8.70
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03/22/15
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|
|
-
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|
|
|
-
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|
|
|
-
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|
|
|
-
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|
|
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1,823
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|
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7,293
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|
|
-
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|
|
|
10.90
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05/28/16
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|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
600
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|
|
|
5,400
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|
|
|
-
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|
|
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7.70
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11/27/17
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|
|
-
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|
|
|
-
|
|
|
|
-
|
|
|
|
-
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|
|
|
-
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|
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15,000
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|
|
|
-
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|
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7.70
3.80
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06/24/18
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
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(1)
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All
unexercised options granted to Mr. King vested as of 12/31/08, except the
awards expiring 06/24/18, which vest as follow:
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06/24/18 Expiration
|
|
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|
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06/24/09
= 2,000
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06/24/10
= 2,000
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06/24/11
= 2,000
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06/24/12
= 2,000
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06/24/13
= 2,000
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06/24/14
= 2,000
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06/24/15
= 2,000
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06/24/16
= 2,000
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06/24/17
= 2,000
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06/24/18
= 2,000
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(2)
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All
unexercised options granted to Mr. Herninko vested as of 12/31/08, except
the awards expiring 05/28/16, 11/27/17 and 06/24/18, which vest as
follow:
|
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|
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05/28/16 Expiration
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11/27/17 Expiration
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06/24/18 Expiration
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01/01/09
= 924
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11/28/09
= 600
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06/24/09
= 1,500
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01/01/10
= 924
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11/28/10
= 600
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06/24/10
= 1,500
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01/01/11
= 924
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11/28/11
= 600
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06/24/11
= 1,500
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01/01/12
= 924
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11/28/12
= 600
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06/24/12
= 1,500
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16
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01/01/13
= 924
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11/28/13
= 600
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06/24/13
= 1,500
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01/01/14
= 924
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11/28/14
= 600
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06/24/14
= 1,500
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01/01/15
= 924
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11/28/15
= 600
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06/24/15
= 1,500
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01/01/16
= 924
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11/28/16
= 600
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06/24/16
= 1,500
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08/27/17
= 600
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06/24/17
= 1,500
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|
|
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06/24/18
= 1,500
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(3)
|
All
unexercised options granted to Mr. Horner vested as of 12/31/08, except
the awards expiring 05/28/16, 11/27/17 and 06/24/18, which vest as
follow:
|
|
|
|
|
|
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|
05/28/16 Expiration
|
|
11/27/17 Expiration
|
|
06/24/18 Expiration
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|
01/01/09
= 911
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|
11/28/09
= 600
|
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06/24/09
= 1,500
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01/01/10
= 912
|
|
11/28/10
= 600
|
|
06/24/10
= 1,500
|
|
01/01/11
= 912
|
|
11/28/11
= 600
|
|
06/24/11
= 1,500
|
|
01/01/12
= 911
|
|
11/28/12
= 600
|
|
06/24/12
= 1,500
|
|
01/01/13
= 912
|
|
11/28/13
= 600
|
|
06/24/13
= 1,500
|
|
01/01/14
= 911
|
|
11/28/14
= 600
|
|
06/24/14
= 1,500
|
|
01/01/15
= 912
|
|
11/28/15
= 600
|
|
06/24/15
= 1,500
|
|
01/01/16
= 912
|
|
11/28/16
= 600
|
|
06/24/16
= 1,500
|
|
|
|
08/27/17
= 600
|
|
06/24/17
= 1,500
|
|
|
|
|
|
06/24/18
= 1,500
|
Directors’
Compensation
The following table sets forth the
compensation paid to our directors for the fiscal year ended December 31,
2008:
Name
|
|
Fees
Earned or Paid
in Cash
|
|
|
Stock
Awards
|
|
|
Option
Awards
(1)
(2)
|
|
|
Non-Equity
Incentive Plan
Compensation
|
|
|
Nonqualified
Deferred Compensation
Earnings
|
|
|
All
Other
Compensation
|
|
|
Total
|
|
S.
David
Brand
Brandt
,
Esq.
|
|
$
|
15,025
|
|
|
$
|
-
|
|
|
$
|
210
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
15,235
|
|
Jeffrey
Dubrow
|
|
$
|
9,700
|
|
|
$
|
-
|
|
|
$
|
210
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
9,910
|
|
A.
Theodore Eckenhoff
|
|
$
|
19,425
|
|
|
$
|
-
|
|
|
$
|
210
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
19,635
|
|
Benjamin
Goldman
|
|
$
|
7,100
|
|
|
$
|
-
|
|
|
$
|
210
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
7,310
|
|
James
L. Kaltenback, M.D.
|
|
$
|
14,250
|
|
|
$
|
-
|
|
|
$
|
210
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
14,460
|
|
G.
Edward Koenig
|
|
$
|
15,725
|
|
|
$
|
-
|
|
|
$
|
210
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
15,935
|
|
John
J. Maley, Jr., CPA
|
|
$
|
10,675
|
|
|
$
|
-
|
|
|
$
|
210
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
10,885
|
|
Howard
E. Needleman
|
|
$
|
8,350
|
|
|
$
|
-
|
|
|
$
|
210
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
10,000
|
(3)
|
|
$
|
18,560
|
|
Luis
G. Rogers
|
|
$
|
13,675
|
|
|
$
|
-
|
|
|
$
|
210
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
13,885
|
|
Ronald
P. Sandmeyer
|
|
$
|
16,775
|
|
|
$
|
-
|
|
|
$
|
210
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
16,985
|
|
Jeffrey
P. Taylor
|
|
$
|
12,775
|
|
|
$
|
-
|
|
|
$
|
210
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
12,985
|
|
James
W. Yoh, Ph.D.
|
|
$
|
8,475
|
|
|
$
|
-
|
|
|
$
|
210
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
8,685
|
|
(1)
|
Represents
share-based compensation expense incurred for the year ended December 31,
2008, in accordance with Statement of Financial Accounting Standard
(“SFAS”) 123(R),
Share-Based
Payment
. The amounts shown exclude the impact of
estimated forfeitures related to service-based vesting
conditions. For additional information on the valuation
assumptions related to the calculation of the valuation, see Footnote 15
to the Consolidated Financial Statements for the fiscal years ended
December 31, 2008 and 2007, included in the Company’s Annual Report on
Form 10-K captioned “Stock Option
Plan.”
|
(2)
|
78,100
options are exercisable at $4.05 and expire on
9/02/18.
|
(3)
|
Represents
a retirement gift from the Company in recognition of Mr. Needleman’s years
of dedicated service.
|
17
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