Establishment of 2008 Incentive Compensation Award Criteria
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The Compensation Committee of our Board of Directors approved the 2008 annual incentive award criteria for our named executive officers pursuant to our Executive Incentive Compensation Plan (the “Plan”). The 2008 incentive awards will be based on the attainment of annual financial goals at corporate and business unit levels and for achieving individual annual performance objectives. The specific 2008 financial goals and performance objectives that will be used to calculate the awards are set forth below.
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2008 Financial Goals
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Name
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and Performance Goals
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James W. Hall
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20% Total Revenue
20% EBITDA
20% Online Revenue
20% Qualitative business planning goal
20% Other
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Scott A. Wright
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20% Total Revenue
20% EBITDA
20% Online Revenue
20% Qualitative business planning goal
20% Other
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Julie A. Beck
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20% Total Revenue
20% EBITDA
20% Online Revenue
20% Qualitative business planning goal
20% Other
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Edward J. Yocum
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20% Total Revenue
20% EBITDA
20% Online Revenue
20% Qualitative business planning goal
20% Other
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This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Plan. For more information about the Plan, please refer to Exhibit 10.7 of the Company’s annual report on Form 10-K for fiscal year 2001.
Change of Control Employment Agreements
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On January 31, 2008, the Company amended the Change of Control Employment Agreements with Scott A. Wright, the Company’s President and Chief Operating Officer and Julie A. Beck, the Company’s Executive Vice President and Chief Financial Officer. The Company also entered into a Change of Control Employment Agreement with Edward J. Yocum, the Company’s Senior Vice President, General Counsel and Corporate Secretary and certain other officers of the Company. Under these agreements, a change of control of the Company occurs when: (i) subject to certain limited exceptions, a third person or entity becomes the beneficial owner of 20 percent or more of the then-outstanding shares of Common Stock or the combined voting power of the
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then-outstanding voting securities of the Company entitled to vote generally in the election of directors, (ii) current members of the Board of Directors (new members approved by the current members are treated as current members for this purpose) cease to constitute a majority of the Board of Directors, (iii) there is the occurrence of certain mergers or business combinations involving the Company, or (iv) the stockholders of the Company approve a complete liquidation or dissolution of the Company.
Under each of the agreements, upon a change of control of the Company, a two-year employment contract between the Company and each of the executives becomes effective during which each executive is entitled to certain guaranteed levels of compensation and benefits, as well as to maintenance of his or her pre-change of control position, authority, duties, and responsibilities. If, during this two-year period (or, under certain limited circumstances, prior to a change of control of the Company but in connection therewith), the Company terminates the executive's employment (other than for cause, death or disability) or the executive terminates employment for good reason (as defined in the agreement), the executive is entitled to receive (i) two times (a) his or her annual base salary plus (b) his or her average annual bonus (as defined in the agreement); (ii) accrued but unpaid compensation and a pro-rata bonus for the year of termination; and (iii) continuation of his or her health and welfare benefits for two years. These payments and benefits will be reduced as necessary to avoid imposition of the federal excise tax on excess parachute payments, if such a reduction would place the executive in a better after-tax position than would receipt of all the payments and benefits.
This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Agreements filed as Exhibits 10.1, 10.2 and 10.3 hereto.