COMPENSATION ARRANGEMENTS WITH EXECUTIVE OFFICERS
Exhibit 10.4.59
COMPENSATION ARRANGEMENTS WITH EXECUTIVE OFFICERS
Certain of the executive officers of Xxxxxx Interactive Inc. (the “Company”) including Messrs.
Xxxxxxxx, Xxxxx, Salluzzo, Terhanian, and Xxxxx, have Employment Agreements with the Company which
provide for their respective base salaries and target bonuses, subject to adjustment from time to
time in the discretion of the Compensation Committee of the Board of Directors. Their respective
salaries and target bonuses as adjusted in fiscal 2008 have not been adjusted for fiscal 2009, and
are shown below in the Executive Officer Compensation Table (“Table”).
The remaining executive officers, including Messrs. Xxxxxx, Xxxxx, Xxxxxxx, Xxxxxxxx and
Xxxxxx, and Xx. X’Xxxxx, do not have employment agreements. Under the Company’s arrangements with
them, their respective salaries and target bonuses as adjusted during fiscal 2008 and continuing in
effect during fiscal 2009, are shown below in the Table.
For fiscal 2009 as in fiscal 2008, the Company has two bonus plans in which its executive
officers, together with other employees, participate including a Corporate Bonus Plan and a
Business Unit Bonus Plan. Messrs. Xxxxx, Salluzzo, Xxxxxx, Xxxxx, and Xxxxxxxx participate in the
Corporate Bonus Plan and the remaining executive officers participate in the Business Unit Bonus
Plan. Xx. Xxxxxxxx also has individual retentive and performance bonus opportunities under the
terms of his Employment Agreement.
Under the Corporate Bonus Plan, for fiscal 2009 a fixed dollar pool for all participants of
$990,000 is established. The actual payout from the pool increases or decreases based upon
achievement of pre-set levels of “Adjusted EBITDA” (EBITDA adjusted to remove the effect of
non-cash stock-based compensation expense). Each participant in the Corporate Bonus Plan is
allocated a specified percentage of the pool. In order for a participant in the Corporate Bonus
Plan to achieve his full personal target bonus, Adjusted EBITDA would have to be 128% greater than
budget. Based upon better or worse performance, bonus payouts can increase or decrease. Absent any
discretionary allocation, 66% of targeted bonus pool is payable if performance is equal to budget
and no bonus is payable if performance is less than 96% of budget.
Under the Business Unit Bonus Plan for fiscal 2009, individual metrics are established for
each participant. In general, 25% of each participant’s bonus is determined based upon the same
Company-wide Adjusted EBITDA results as are applicable under the Corporate Bonus Plan. In
addition, 65% of bonus is earned by achievement of budgeted operating income for the particular
business unit with which the officer is associated, and 10% of the bonus is based upon evaluation
of performance against individual management objectives. Within the Business Unit Bonus Plan
bonuses may be increased or decreased by set percentages based upon client satisfaction scores for
the business unit with which a particular officer is associated.
Up to 10% under all of the Company’s bonus plans is available to be awarded to the
participants in any of those plans in the discretion of the Chief Executive Officer, subject in the
case of executive officers to approval by the Compensation Committee. The Compensation Committee
of the Board of Directors also reserves the right to increase the payouts that would otherwise be
applicable.
In fiscal 2009, the Corporate and Business Unit Bonus Plans have a one-time retention
modifier. Each bonus-eligible individual who has a satisfactory performance record, and who
remains actively employed on the date bonuses are paid in August, 2009, will receive 25% of target
bonus whether or not the threshold metrics of the applicable Bonus Plan are achieved. The Company
will receive a credit for the amount paid as part of such retention bonus against bonus otherwise
earned by each bonus plan participant.
EXECUTIVE OFFICER COMPENSATION TABLE
| FY2009 Bonus | FY2009 Applicable | |||||
| Executive Officer | Target | Bonus Plan | Salary | |||
Xxxxx X. Xxxxxxxx |
(1) $75,000 CND | (1) Business Unit | $315,000 CND | |||
| (2) $90,000 CND | (2) Individual | |||||
| (3) $60,000 CND | (3) Individual | |||||
Xxxxx X. Xxxxxx |
$50,000 | Corporate | $210,000 | |||
Xxxxxx X. Xxxxx |
$60,000 | Corporate | $205,000 | |||
Xxxxxxx X. Xxxxxxx |
$75,000 | Business Unit | $225,000 | |||
Xxxx X. Xxxxxxxx |
$30,000** | Corporate | $155,000 | |||
Xxxxxxx X. Xxxxx |
$250,000 | Corporate | $500,000 | |||
Xxxxxxxx X. X’Xxxxx |
$75,000 | Business Unit | $250,000 | |||
Xxxxxx X. Xxxxxxxx |
$150,000 | Corporate | $335,000 | |||
Xxxxxxx X. Xxxxxx |
$75,000 | Business Unit | $260,000 | |||
Xxxxxx X. Xxxxxxxxx |
$100,000 | Business Unit | $299,000* | |||
Xxxxx X. Xxxxx |
$150,000 | Business Unit | $350,000 |
| * | Subject to currency adjustment with 5% changes in the exchange rate between the US Dollar and the British Pound |
