Exhibit 10.1
Summary of Named Executive
Officer 2009 Salaries, 2008 Bonus
Awards, 2009 Maximum Bonus
Potential, and 2009 Equity and Performance
Awards
Base Salary
Adjustments. The
Compensation Committee approved adjustments to the annual base
salaries for certain of the Named Executive Officers after a review
of performance and competitive market data. The table below
sets forth the annual base salary levels of the Company's Named
Executive Officers for 2008 and 2009 (the salary for 2008 became
effective on April 1, 2008, and the salary for 2009 will become
effective as of April 1, 2009). The Named Executive Officers
were determined based on those identified in the Summary
Compensation Table contained in the Company’s proxy statement
dated April 14, 2008 (the “2008 Proxy
Statement”).
Annual Bonus
Awards . The
Compensation Committee also authorized the payment of annual
incentive (i.e., bonus) awards to each of the Company's executive
officers in respect of the year ended December 31, 2008. The
annual bonus awards were made pursuant to the Company's annual
bonus plan, with target percentages ranging from 70% to 130 % in
2008. For each of the Named Executive Officers a minimum
target percentage was established pursuant to such
executive’s employment agreement with the Company, which are
listed as exhibits to the Company’s Current Report on Form
8-K to which this Exhibit 10.1 is attached and which are hereby
incorporated by reference herein. The Employment Agreements
for the Named Executive Officers and Mr. Paz are also described in
the Company’s Current Report on Form 8-K filed October 31,
2008.
Pursuant to the
bonus plan, in order for any bonus amount to be paid the Company
must meet an annual financial goal which is based on budgeted
EBITDA (earnings before interest, taxes, depreciation and
amortization) and earnings per share. If the corporate
financial target is not met, then the corporate bonus pool is
reduced to the extent necessary to enable the Company to meet its
target. If the Company has met its annual financial goal,
then actual bonus awards for executive officers are determined
based on the executive officers’ respective bonus targets and
an evaluation by the Committee (and in the case of senior
executives also by the CEO) of the extent to which work plan goals
were achieved. In addition, if the Company meets certain
“stretch” financial targets, bonus targets may be
increased by as much as 100%. The Committee reviews and
approves the annual financial targets. For 2008, the Company
achieved its “stretch” financial goals, and,
accordingly, bonuses awarded to the Named Executive Officers were
enhanced by up to 100%.
The
Compensation Committee also authorized the award of annual
incentive (i.e., bonus) awards to each of the Company’s Named
Executive Officers with respect to the year ending December 31,
2009. These awards were granted as “Other Awards”
under the Company’s 2000 Long-Term Incentive Plan, as amended
(the “2000 LTIP”), and represent the maximum amount
which may be earned by the executive based on the achievement of
individual and corporate stretch financial and workplan
goals. The Compensation Committee may exercise
discretion to reduce such bonuses based on Company performance,
individual performance and other factors, but may in no event
increase the amount of such bonuses beyond the
maximum. In addition, if certain threshold earnings per
share targets are not met, then no such bonuses may be
paid.
The following
table sets forth the 2008 and 2009 base salary levels, along with
the annual bonus awards for 2008 and the maximum annual bonus
awards for 2009, for each of the Named Executive
Officers:
|
|
|
|
|
|
Annual Base Salary
|
|
Annual Bonus Award
|
|
Maximum Bonus Award
|
|
|
|
Name
|
Title
|
2008
|
|
2009
|
|
2008
|
|
2009
|
|
|
|
George
Paz
|
President, CEO
& Chairman
|
$
|
|
|
|
|
|
|
|
$
|
2,450,500
|
|
|
$
|
2,529,000
|
|
|
|
|
Jeffrey
Hall
|
Executive Vice
President & CFO
|
$
|
450,000
|
|
|
$
|
530,000
|
|
|
$
|
630,000
|
|
|
$
|
893,000
|
|
|
|
|
|
Executive Vice
President, Law & Strategy
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
$
|
725,850
|
|
|
|
N/A
|
*
|
|
|
|
|
Executive Vice
President, Sales & Account Management
|
$
|
450,000
|
|
|
$
|
464,000
|
|
|
$
|
680,000
|
|
|
$
|
921,000
|
|
|
|
|
* As previously
disclosed, Mr. Boudreau is retiring from the Company on April 1,
2009.