Exhibit 10.2
2009 INX Named Executive
Compensation Plan
This document
sets forth the executive compensation plan for 2009 for the three
top executives of INX: Jim Long, Mark Hilz and Brian
Fontana (the "Named Executives").
Prior to 2009
the executives were paid a salary and a Quarterly Cash Bonus, and
from time to time received certain equity grants. There
are substantial changes to the compensation plan for 2009 as set
forth herein.
For 2009 the
executive compensation will consist of five components, base
salary, equity compensation, a Quarterly Cash Bonus, an annual
bonus based on operating income and a bonus related to the
performance of any acquisitions closed in 2009. The
acquisition bonus actually will span two years following any
acquisitions closed during 2009.
For 2009 the
salary levels were left unchanged as compared to 2008 levels due to
the current negative economic environment.
The Company is
making a somewhat larger grant of equity for 2009 than for prior
years, and as compared to what it is likely to grant in
future years in terms of the quantity of shares. This
grant is being done in part because of the fact that the Company is
not providing any salary increase, and is decreasing the percentage
of the quarterly cash bonus in the prior year, and
to provide an increased financial incentive to the
executive team to improve shareholder value in the difficult
economic and market conditions.
The Company is
granting a total of 176,000 restricted shares of INX common stock
in total to the three Named Executives as set forth
below.
A portion of
the grant to Hilz and Fontana, (12,500 shares for Hilz and 13,500
shares for Fontana), or 26,000 in total, will vest immediately and
will have a restriction on sale for a period of one year following
the grant. The balance of the shares will vest ratably
over five years, with 1/5 vesting upon the anniversary date of the
grant each year.
As in prior
year plans, the compensation plans for the Named Executive Officers
for 2009 included a quarterly bonus, payable in cash, calculated as
a percentage of base salary, and determined based upon financial
performance of the Company as compared to a target set forth by the
Compensation Committee (the "Quarterly Cash Bonus"). In order
reduce the Quarterly Cash Bonus as compared to the plan that was
utilized prior to 2009, which will be compensated by two new
potential bonuses as set forth below, the Company is reducing the
total pay-out of the Quarterly Cash Bonus for 2009 as compared to
prior year levels.
The prior bonus
plan paid a Quarterly Cash Bonus ranging from 0% of quarterly
salary to as high as 90% of quarterly salary based upon attainment
of financial goals. For 2009 the Quarterly Cash Bonus
can range from zero percent of quarterly salary to as high as 50%
of quarterly salary based upon actual financial results as compared
to the target set forth by the Compensation Committee.
The plan for
2009 will be based upon "Adjusted Operating Income", which is
defined for these purposes as Operating Income, calculated in
accordance with GAAP, minus two non-cash normal recurring expenses,
123R equity-based compensation and
depreciation/amortization.
The Quarterly
Cash Bonus will be calculated based upon a two-quarter rolling
average of actual results compared to a two quarter rolling average
of the target set by the compensation committee.
For 2009, the
"target" is a percentage amount equal to the annualized ratio of a
two-quarter rolling average of Adjusted Operating Income divided by
"Operating Capital" used in the operations of the business during
the two quarter period. "Operating Capital" is defined
as the average capital used in the operations of the business
during the period, using the average at the beginning and end of
each quarterly period, and being defined as total stockholder's
equity, plus debt, minus
