2008 GRANTS OF PLAN BASED AWARDS
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All Other Option |
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Awards: |
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Estimated Future Payouts Under Non-Equity |
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Number of |
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Incentive Plan Awards (2) |
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Securities |
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Exercise or Base |
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Grant Date |
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Grant |
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Threshold ($) |
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Target ($) |
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Maximum |
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Underlying |
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Price of Option |
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Fair Value of |
| Name |
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Date (1) |
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(3) |
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(4) |
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($)(5) |
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Options (#)(6) |
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Awards ($/Sh) |
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Option Awards (7) |
Mark Layton |
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05/20/08 |
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— |
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— |
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$ |
1,100,000 |
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8,723 |
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$ |
4.14 |
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$ |
26,082 |
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Chairman, President,
Chief Executive Officer |
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Thomas J. Madden |
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05/20/08 |
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— |
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— |
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$ |
1,100,000 |
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8,723 |
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$ |
4.14 |
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$ |
26,082 |
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Executive Vice President —
Chief Financial Officer |
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Steven S. Graham |
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05/20/08 |
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— |
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— |
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$ |
1,100,000 |
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6,383 |
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$ |
4.14 |
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$ |
19,085 |
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Executive Vice President —
Chief Technology Officer |
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Michael C. Willoughby |
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05/20/08 |
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— |
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— |
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$ |
1,100,000 |
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8,723 |
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$ |
4.14 |
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$ |
26,082 |
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Executive Vice President —
Chief Information Officer |
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Cindy Almond |
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05/20/08 |
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— |
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— |
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$ |
1,100,000 |
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5,745 |
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$ |
4.14 |
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$ |
17,178 |
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Vice President Client
Services and Secretary |
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| (1) |
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Date of grant of stock option under the Company’s 2005 Employee Stock and Incentive
Plan. |
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| (2) |
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The information reported under this column is reported in respect of the 2008 Bonus
Plan described above. The amounts actually paid to the Named Executive Officers under the
2008 Bonus Plan are reported in the Summary Compensation Table under the heading
“Non-Equity Incentive Compensation.” |
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| (3) |
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“Threshold” refers to the minimum amount payable for a certain level of performance
under the 2008 Bonus Plan. Under the 2008 Bonus Plan, there was no minimum amount payable
for achieving the stated performance goal. |
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| (4) |
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“Target” refers to the amount payable if the specified performance targets are reached.
Under the 2008 Bonus Plan, no specific amount was payable if the performance goal is
achieved. The specific amount payable to each executive officer and officer, including the
Named Executive Officers, was determined quarterly by the Compensation Committee. |
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| (5) |
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“Maximum” refers to the maximum payout possible under the 2008 Bonus Plan. Under the
2008 Bonus Plan, the maximum amount payable to all executive officers and officers as a
group, including the Named Executive Officers was $1,100,000 ($275,000 per quarter), plus
ten percent of the amount by which the Company’s actual EBITDA exceeded the Company’s
budgeted EBITDA, determined quarterly. The specific amount payable to each executive
officer and officer, including the Named Executive Officers, was determined quarterly by
the Compensation Committee. |
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| (6) |
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Represents number of stock options issued under the Company’s 2005 Employee Stock and
Incentive Plan. Options granted under the Plan have a ten year term and vest quarterly over
three years of continuous service after the date of grant. |
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| (7) |
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Represents the grant date fair value of $2.99 per stock option award estimated using
the Black-Scholes option valuation model. This valuation is in accordance with the
accounting valuation recognized under FAS 123(R). |
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