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Summary of Named Executive Officer 2009 Salaries, 2008 Bonus Awards, 2009 Maximum Bonus Potential, and 2009 Equity and Performance Awards

Executive Compensation Plan Agreement

Summary of Named Executive Officer 2009 Salaries, 2008 Bonus Awards, 2009 Maximum Bonus Potential, and 2009 Equity and Performance Awards | Document Parties: EXPRESS SCRIPTS INC You are currently viewing:
This Executive Compensation Plan Agreement involves

EXPRESS SCRIPTS INC

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Title: Summary of Named Executive Officer 2009 Salaries, 2008 Bonus Awards, 2009 Maximum Bonus Potential, and 2009 Equity and Performance Awards
Date: 3/3/2009
Industry: Retail (Drugs)     Sector: Services

Summary of Named Executive Officer 2009 Salaries, 2008 Bonus Awards, 2009 Maximum Bonus Potential, and 2009 Equity and Performance Awards, Parties: express scripts inc
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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

 

$

 

950,000

 

 

$

980,000

 

 

$

2,450,500

 

 

$

2,529,000

 

 

 

Jeffrey Hall

 

Executive Vice President & CFO

$

450,000

 

 

$

530,000

 

 

$

630,000

 

 

$

893,000

 

 

 

Thomas M. Boudreau

Executive Vice President, Law & Strategy

$

500,000

 

 

$

500,000

 

 

$

725,850

 

 

 

N/A

*

 

 

Edward

Ignaczak

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.

   

 
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