COMPENSATION ARRANGEMENTS WITH EXECUTIVE OFFICERS
Exhibit 10.4.53
COMPENSATION ARRANGEMENTS WITH EXECUTIVE OFFICERS
Certain of the executive officers of Xxxxxx Interactive Inc. (the “Company”) including Messrs.
Allsop, Bayer, 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 for fiscal 2008 have not been adjusted and are shown below
in the Executive Officer Compensation Table (“Table”). The bonus actually received by each of them
for fiscal 2007 is also shown in the Table.
The remaining executive officers, including Messrs. Xxxxx, Xxxxxxx, and Xxxxxxxx and Mss.
Xxxxx and X’Xxxxx, do not have employment agreements. Under the Company’s arrangements with them,
their respective salaries and target bonuses for fiscal 2008, as well as the bonus actually
received by each of them for fiscal 2007, are shown below in the Table.
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.
Under the Corporate Bonus Plan, for fiscal 2008 a fixed dollar pool for all participants of
$945,000 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 4% greater than
budget. Based upon better or worse performance, bonus payouts can increase or decrease. Absent any
discretionary allocation, 64% of targeted bonus pool is payable if performance is equal to budget
and no bonus is payable if performance is less than 90% of budget.
Under the Business Unit Bonus Plan for fiscal 2008, 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 $850,000 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.
EXECUTIVE OFFICER COMPENSATION TABLE
| FY2008 | ||||||||||||||
| FY2007 Actual | FY2008 Bonus | Applicable Bonus | FY2008 | |||||||||||
| Executive Officer | Bonus Payout | Target | Plan | Salary | ||||||||||
Xxx X. Xxxxxx |
$ | 7,500 | $ | 75,000 | Business Unit | $ | 275,000 | |||||||
Xxxxxxx X. Xxxxx |
$ | 51,866 | $ | 135,000 | Corporate | $ | 330,000 | |||||||
Xxxxxx X. Xxxxx |
$ | 23,052 | $ | 60,000 | Corporate | $ | 205,000 | |||||||
Xxxxxxxxx Xxxxx |
$ | 6,500 | $ | 65,000 | Business Unit | $ | 210,000 | |||||||
Xxxxxxx Xxxxxxx |
$ | 55,000 | * | $ | 65,000 | Business Unit | $ | 200,000 | ||||||
Xxxx X. Xxxxxxxx |
$ | 12,000 | $ | 30,000 | ** | Corporate | $ | 155,000 | ||||||
Xxxxxxx X. Xxxxx |
$ | 96,048 | $ | 250,000 | Corporate | $ | 500,000 | |||||||
Xxxxxxxx X. X’Xxxxx |
$ | 10,000 | $ | 65,000 | Business Unit | $ | 235,000 | |||||||
Xxxxxx X. Xxxxxxxx |
$ | 57,629 | $ | 150,000 | Corporate | $ | 335,000 | |||||||
Xxxxxx X. Xxxxxxxxx |
$ | 71,197 | $ | 100,000 | Business Unit | $ | 299,000 | |||||||
Xxxxx X. Xxxxx |
$ | 94,294 | $ | 150,000 | Business Unit | $ | 350,000 | |||||||
| * | Corrected From Amount Previously Reported |
|
| ** | Increased Over Amount Previously Reported |
