|
3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
|
4)
|
Proposed
maximum aggregate value of
transaction:
|
|
5)
|
Total
fee paid:
|
¨
|
Fee
paid previously with preliminary
materials.
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
1)
|
Amount
Previously Paid:
|
2)
|
Form,
Schedule or Registration Statement
No.:
|
3)
|
Filing
Party:
|
4)
|
Date
Filed:
|
Sincerely,
|
/s/
Jeffrey M. Jagid
|
Jeffrey
M. Jagid
|
Chairman
of the Board and
|
Chief
Executive Officer
|
|
1.
|
To
elect five (5) directors, the names of whom are set forth in the
accompanying Proxy Statement, each to serve until the Company’s 2011
annual meeting of stockholders and until their respective successors are
duly elected and qualified;
|
|
2.
|
To
ratify the appointment of Eisner LLP as the independent registered public
accounting firm of the Company for the fiscal year ending December 31,
2010; and
|
|
3.
|
To
transact such other business as may properly come before the Annual
Meeting or at any adjournment or postponement
thereof.
|
By
order of the Board of Directors,
|
/s/
Ned Mavrommatis
|
Ned
Mavrommatis
|
Corporate
Secretary
|
|
·
|
By Internet —
Stockholders who received a Notice may submit proxies over the Internet by
following the instructions on the notice. Stockholders who have
received a paper copy of a proxy card or voting instruction card by mail
may submit proxies over the Internet by following the instructions on the
proxy card or voting instruction
card.
|
|
·
|
By Telephone —
Stockholders of record may submit proxies by telephone by following the
instructions on the Notice or the proxy card. You will need to have the
three digit company number and the eleven digit control number that
appears on your Notice or proxy card available when voting by
telephone.
|
|
·
|
By Mail — Stockholders
who requested and have received a paper copy of a proxy card or a voting
instruction card by mail may submit proxies by completing, signing and
dating their proxy card or voting instruction and mailing it in the
accompanying pre-addressed
envelope.
|
|
·
|
by
writing a letter delivered to Ned Mavrommatis, our Corporate Secretary,
stating that the proxy is revoked;
|
|
·
|
by
submitting another proxy bearing a later date;
or
|
|
·
|
by
attending the Annual Meeting and voting in person (unless you are a
beneficial owner without a legal proxy, as described
below).
|
Name
|
|
Age
|
|
Position(s)
|
DIRECTORS
(DIRECTOR NOMINEES):
|
|
|
||
Jeffrey
M. Jagid
|
|
41
|
|
Chairman
of the Board and Chief Executive Officer
|
Lawrence
S. Burstein
|
|
67
|
|
Director
|
Harold
D. Copperman
|
63
|
Director
|
||
Kenneth
S. Ehrman
|
40
|
Director
and President (1)
|
||
Michael
P. Monaco
|
62
|
Director
|
||
EXECUTIVE
OFFICERS WHO ARE NOT DIRECTORS:
|
|
|
||
Michael
L. Ehrman
|
|
37
|
Chief
Technology Officer (2)
|
|
Peter
Fausel
|
50
|
Executive
Vice President Sales (3)
|
||
Ned
Mavrommatis
|
39
|
Chief
Financial Officer, Treasurer and Corporate Secretary
|
||
Darryl
Miller
|
46
|
Chief
Operating Officer
|
(1)
|
Kenneth
S. Ehrman also previously served as our Chief Operating Officer until
March, 2010.
|
(2)
|
Michael
L. Ehrman previously served as our Executive Vice President of Engineering
until March, 2010, when he was named Chief Technology
Officer.
|
(3)
|
Peter
Fausel previously served as our Executive Vice President Sales,
Marketing and Customer Support until March,
2010.
|
|
·
|
must
satisfy any legal requirements applicable to members of the
Board;
|
|
·
|
must
have business or professional experience that will enable such nominee to
provide useful input to the Board in its
deliberations;
|
|
·
|
must
have a reputation, in one or more of the communities serviced by the
Company and its affiliates, for honesty and ethical
conduct;
|
|
·
|
must
have a working knowledge of the types of responsibilities expected of
members of the board of directors of a public company;
and
|
|
·
|
must
have experience, either as a member of the board of directors of another
public or private company or in another capacity, that demonstrates the
nominee’s capacity to serve in a fiduciary
position.
|
|
·
|
a
review of the information provided to the Nominating Committee by the
proponent;
|
|
·
|
a
review of reference letters from at least two sources determined to be
reputable by the Nominating Committee;
and
|
|
·
|
a
personal interview of the candidate, together with a review of such other
information as the Nominating Committee shall determine to be
relevant.
|
Name
|
Fees Earned or
Paid in Cash ($)
|
Stock Awards
($) (1)
|
Option Awards
($)(1)
|
Total ($)
|
||||||||||||
Lawrence
S. Burstein (3)
|
20,000 | 31,860 (2) | 48,290 | 100,150 | ||||||||||||
Michael
P. Monaco (3)
|
20,000 | 31,860 (2) | 48,290 | 100,150 | ||||||||||||
Harold
D. Copperman (3)
|
20,000 | 95,580 (2) | 92,970 | 208,550 |
(1)
|
Restricted
stock and option awards include the aggregate grant date fair value of
such awards computed in accordance with Financial Accounting Standards
Board (FASB) Accounting Standards Codification (ASC) Topic 718 (“ASC 718”), Compensation – Stock
Compensation. For a discussion of the assumptions we
made in valuing the stock and option awards, see “Note B (17)—Significant
Accounting Policies—Stock-Based Compensation” and “Note (H)—Stock-Based
Compensation” in the notes to our consolidated financial statements
contained in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2009.
|
(2)
|
Each
of these restricted stock awards will vest over a five-year period, with
20% of such shares vesting on each of the first through fifth
anniversaries of the grant date.
|
(3)
|
At
December 31, 2009, Lawrence S. Burstein had options to purchase 150,000
shares of our common stock; Michael P. Monaco had options to purchase
176,800 shares of our common stock; and Harold D. Copperman had options to
purchase 60,000 shares of our common stock. At December 31,
2009, Lawrence S. Burstein had 9,000 unvested restricted shares of our
common stock; Michael P. Monaco had 9,000 unvested restricted shares of
our common stock; and Harold D. Copperman had 27,000 unvested restricted
shares of our common stock.
|
|
·
|
attracting
and retaining talented and experienced
executives;
|
|
·
|
motivating
and rewarding executives whose knowledge, skills and performance are
critical to our success;
|
|
·
|
aligning
the interests of our executives and stockholders by motivating executives
to increase stockholder value in a sustained manner;
and
|
|
·
|
providing
a competitive compensation package which rewards achievement of our
goals.
|
Tier
|
Target Award Percentage (%)
|
Maximum Target Award Percentage (%)
|
||||||
A
|
85%
|
170%
|
||||||
B
|
60%
|
120%
|
||||||
C
|
50%
|
100%
|
Officer
|
Dollar Value of Initial LTIP
Award
|
||
Chief
Executive Officer
|
$450,000
|
||
Chief
Financial Officer
|
$250,000
|
||
President
|
$250,000
|
||
Chief
Technology Officer
|
$250,000
|
||
Executive
Vice President Sales
|
$250,000
|
|
·
|
Stock
Options (25%);
|
|
·
|
Shares
of Restricted Stock (25%); and
|
|
·
|
Performance
Shares (50%).
|
Stock Price
|
Percentage of Grant
Earned
|
|
Below
$7.50
|
No
grant is earned.
|
|
$7.50
|
50%
of grant is earned.
|
|
$10.00
|
100%
of grant is earned.
|
|
$12.50
|
150%
of grant is earned.
|
|
Above
$12.50
|
150%
of grant is earned.
|
AeroVironment,
Inc.
|
Merrimac
Industries, Inc.
|
ANADIGICS,
Inc.
|
ORBCOMM
Inc.
|
Blonder
Tongue Laboratories, Inc.
|
Orbit
International Corp.
|
Chyron
Corporation
|
RELM
Wireless Corporation
|
Digital
Angel Corporation
|
SCM
Microsystems, Inc.
|
I/OMagic
Corporation
|
Socket
Mobile, Inc.
|
K-Tron
International, Inc.
|
PositiveID
Corporation (formerly known as VeriChip Corporation)
|
LoJack
Corporation
|
XATA
Corporation
|
Memsic,
Inc.
|
Name and
Principal Position
|
Year
|
Salary ($)
|
Stock Awards
($)(1)
|
Option
Awards ($)(1)
|
Non-equity
Incentive Plan
Compensation
($)(2)
|
All Other
Compensation
($)(3)
|
Total ($)
|
|||||||||||||||||||
Jeffrey M. Jagid,
|
2009
|
312,000 | 138,174(4) | 97,134 |
|
25,421 | 572,729 | |||||||||||||||||||
Chairman and
Chief Executive
Officer
|
2008
|
312,000 | 106,519(5) | 91,900 | 75,000 | 24,900 | 610,319 | |||||||||||||||||||
|
2007
|
300,000 |
|
|
37,500 | 16,853 | 354,353 | |||||||||||||||||||
Ned Mavrommatis,
|
2009
|
255,000 | 76,761(4) | 53,964 |
|
22,848 | 408,573 | |||||||||||||||||||
Chief
Financial Officer,
Treasurer
|
2008
|
255,000 | 85,215(5) | 73,520 | 56,250 | 15,965 | 485,950 | |||||||||||||||||||
and
Corporate Secretary
|
2007
|
245,000 |
|
|
30,625 | 17,274 | 292,899 | |||||||||||||||||||
Kenneth
S. Ehrman,
|
2009
|
255,000 | 76,761(4) | 53,964 |
|
21,174 | 406,899 | |||||||||||||||||||
President
|
2008
|
255,000 | 85,215(5) | 73,520 | 56,250 | 21,925 | 491,910 | |||||||||||||||||||
2007
|
245,000 |
|
|
30,625 | 20,325 | 295,950 | ||||||||||||||||||||
Michael
L. Ehrman,
|
2009
|
240,000 | 76,761(4) | 53,964 |
|
13,191 | 383,916 | |||||||||||||||||||
Chief Technology
Officer
|
2008
|
240,000 | 85,215(5) | 73,520 | 56,250 | 8,993 | 463,978 | |||||||||||||||||||
|
2007
|
230,000 |
|
|
28,750 | 19,859 | 278,609 | |||||||||||||||||||
Peter
Fausel,
|
2009
|
270,000 | 76,761(4) | 53,964 |
|
13,636 | 414,361 | |||||||||||||||||||
Executive Vice President Sales(7)
|
2008
|
270,000 | 85,215(5) | 73,520 | 137,278 | 9,500 | 575,513 | |||||||||||||||||||
|
2007
|
214,833 | 277,000(6) | 794,400(6) | 61,060 | 7,900 | 1,355,193 |
(1)
|
Restricted
stock and option awards include the aggregate grant date fair value of
such awards granted in the fiscal year indicated computed in accordance
with ASC 718. For a discussion of the assumptions we made in
valuing the stock and option awards, see “Note B (17)—Significant
Accounting Policies—Stock-Based Compensation” and “Note (H)—Stock-Based
Compensation” in the notes to our consolidated financial statements
contained in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2009.
|
(2)
|
This
amount represents bonus earned for such fiscal
year.
|
(3)
|
The
dollar amounts shown under the heading “All other compensation” represent
the incremental cost of all perquisites and other personal benefits to our
named executive officers, for automobile allowance and related
expenses.
|
(4)
|
This
number includes restricted shares issued under the 2007 Equity
Compensation Plan to Jeffrey M. Jagid, Ned Mavrommatis, Kenneth S. Ehrman,
Michael L. Ehrman and Peter Fausel on June 29, 2009. Of the
restricted shares granted in 2009, 100% of the shares vest on the third
annual anniversary date of the date of grant provided that the awardee is
an employee of the Company on such
anniversary.
|
|
In
addition, on June 29, 2009, we granted an aggregate of 233,000 performance
shares to our executive officers pursuant to the 2007 Equity Compensation
Plan. The issuance of the shares of common stock underlying the
performance shares was subject to the achievement of certain targets
relating to the price of the Company’s common stock at the end of a
three-year measurement period. For additional information, see
the discussion of the Company’s LTIP under the section of this Proxy
Statement entitled “EXECUTIVE COMPENSATION—Compensation Discussion and
Analysis.” Performance share awards are valued in accordance
with ASC 718 and the grant date fair value of performance shares is based
upon the probable outcome of the performance conditions as of the grant
date. The “maximum” number of performance shares and grant date
fair value of the number of performance shares computed in accordance with
ASC 718 were 95,338 shares ($337,496) for Jeffrey M. Jagid and 52,966
shares ($187,500) each for Ned Mavrommatis, Kenneth S. Erhman, Michael L.
Ehrman and Peter Fausel. For a discussion of the assumptions we
made in valuing the stock and option awards, see “Note B (17)—Significant
Accounting Policies—Stock-Based Compensation” and “Note (H)—Stock-Based
Compensation” in the notes to our consolidated financial statements
contained in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2009.
|
(5)
|
This
number includes restricted shares issued under the 1999 Stock Option Plan
to Jeffrey M. Jagid, Ned Mavrommatis, Kenneth S. Ehrman, Michael L. Ehrman
and Peter Fausel on February 27, 2008. Fifty percent (50%) of
the restricted shares vest on the first annual anniversary date of the
date of grant and the remaining fifty percent (50%) of the restricted
shares vest on the second anniversary date of the date of grant provided
that the awardee is an employee of the Company on such
anniversary.
|
|
In
addition, on February 27, 2008, we granted an aggregate of 52,500
performance shares to our executive officers pursuant to the 1999 Stock
Option Plan. The issuance of the shares of common stock
underlying the performance shares was subject to the achievement of
revenue levels during 2008. Based upon the performance achieved
by the Company during fiscal 2008, the performance criteria were met and
each of these executive officers earned the following number of
performance shares (75% of “target”), with a parenthetical indication of
the grant date fair value of the number of performance shares earned
computed in accordance with ASC 718: Jeffrey M. Jagid — 9,375
shares ($69,469); and Ned Mavrommatis, Kenneth S. Erhman, Michael L.
Ehrman and Peter Fausel — 7,500 shares ($55,575). The “maximum”
number of performance shares and grant date fair value of the number of
performance shares computed in accordance with ASC 718 were 12,500 shares
($92,625) for Jeffrey M. Jagid and 10,000 shares ($74,100) each for Ned
Mavrommatis, Kenneth S. Erhman, Michael L. Ehrman and Peter
Fausel.
|
(6)
|
On
March 5, 2007, Peter Fausel was granted options to purchase 100,000 shares
of common stock and 20,000 time-based restricted shares of common stock
under our 1999 Stock Option Plan in connection with his commencement of
employment with us. These
stock options vest over a five-year period, with twenty percent (20%) of
such options vesting on each of the first through fifth anniversaries of
the grant date. Fifty percent (50%) of these restricted shares
vested on each annual anniversary date of the date of grant since Mr.
Fausel was an employee of the Company on each such
anniversary.
|
(7)
|
Peter
Fausel was appointed to serve as our Executive Vice President Sales,
Marketing and Customer Support, effective as of March 5, 2007, a position
which he held until March, 2010, when he became our Executive Vice
President Sales.
|
Grant
|
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards ($)(1)
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards(#)(2)
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
|
Exercise
or Base
Price of
Option
Awards
|
Grant
Date Fair
Value of
Stock and
Option
Awards
|
|||||||||||||||||||||||||||||||||||
Name
|
Date
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
(#)(3)
|
(#)(4)
|
($/Sh)
|
($)(5)
|
|||||||||||||||||||||||||||||||
Jeffrey
M. Jagid
|
6/29/2009
|
53,040 | 265,200 | 530,400 | 31,780 | 63,559 | 95,338 | - | - | - | 25,672 | |||||||||||||||||||||||||||||||
6/29/2009
|
- | - | - | - | - | - | 31,780 | - | - | 112,501 | ||||||||||||||||||||||||||||||||
6/29/2009
|
- | - | - | - | - | - | - | 54,878 | 3.54 | 97,134 | ||||||||||||||||||||||||||||||||
Ned
Mavrommatis
|
6/29/2009
|
30,600 | 153,000 | 306,000 | 17,655 | 35,311 | 52,966 | - | - | - | 14,263 | |||||||||||||||||||||||||||||||
6/29/2009
|
- | - | - | - | - | - | 17,655 | - | - | 62,499 | ||||||||||||||||||||||||||||||||
6/29/2009
|
- | - | - | - | - | - | - | 30,488 | 3.54 | 53,964 | ||||||||||||||||||||||||||||||||
Kenneth
S. Ehrman
|
6/29/2009
|
30,600 | 153,000 | 306,000 | 17,655 | 35,311 | 52,966 | - | - | - | 14,263 | |||||||||||||||||||||||||||||||
6/29/2009
|
- | - | - | - | - | - | 17,655 | - | - | 62,499 | ||||||||||||||||||||||||||||||||
6/29/2009
|
- | - | - | - | - | - | - | 30,488 | 3.54 | 53,964 | ||||||||||||||||||||||||||||||||
Michael
L. Ehrman
|
6/29/2009
|
24,000 | 120,000 | 240,000 | 17,655 | 35,311 | 52,966 | - | - | - | 14,263 | |||||||||||||||||||||||||||||||
6/29/2009
|
- | - | - | - | - | - | 17,655 | - | - | 62,499 | ||||||||||||||||||||||||||||||||
6/29/2009
|
- | - | - | - | - | - | - | 30,488 | 3.54 | 53,964 | ||||||||||||||||||||||||||||||||
Peter
Fausel
|
6/29/2009
|
12,500 | 50,000 | 100,000 | 17,655 | 35,311 | 52,966 | - | - | - | 14,263 | |||||||||||||||||||||||||||||||
6/29/2009
|
50,000 | 75,000 | 100,000 | - | - | - | 17,655 | - | - | 62,499 | ||||||||||||||||||||||||||||||||
6/29/2009
|
- | - | - | - | - | - | - | 30,488 | 3.54 | 53,964 |
(1)
|
The
information under “Estimated Future Payouts Under Non-Equity Incentive
Plan Awards” relates to cash bonuses for the fiscal year ended December
31, 2009 payable to our Named Executive Officers based on the achievement
of annual revenue goals and net operating income, and in the case of Peter
Fausel, quarterly and annual revenue goals, during
2009.
|
(2)
|
The
information under “Estimated Future Payouts Under Equity Incentive Plan
Awards” relates to performance shares issued under the 2007 Equity
Compensation Plan. With respect to each Named Executive
Officer, the threshold, target and maximum numbers represent numbers of
performance shares issuable upon the achievement of stock price
targets. For additional information, see the discussion of the
Company’s LTIP under the section of this Proxy Statement entitled
“EXECUTIVE COMPENSATION—Compensation Discussion and
Analysis.”
|
(3)
|
This
number represents restricted shares issued under our 2007 Equity
Compensation Plan. One hundred percent (100%) of the restricted
shares vest on the third annual anniversary date of the date of grant
provided that the awardee is an employee of the Company on such
anniversary.
|
(4)
|
The
information under “All Other Option Awards: Number of Securities
Underlying Options” relates to options to purchase shares of our common
stock issued under the 2007 Equity Compensation
Plan.
|
(5)
|
This
amount is calculated based on $3.54 per share, the closing price of our
common stock as reported on the Nasdaq Global Market on June 29, 2009, and
with respect to equity incentive awards (i.e.,
performance share awards), the grant date fair value of performance shares
is based upon the probable outcome of the performance conditions as of the
grant date.
|
Option Awards
|
Stock Awards
|
|||||||||||
Name
|
Number of
Shares
Acquired on
Exercise (#)
|
Value
Realized on
Exercise($)
|
Number of
Shares
Acquired on
Vesting(#)
|
Value Realized
on Vesting($)(1)
|
||||||||
Jeffrey
M. Jagid
|
|
|
11,875 | 39,125 | ||||||||
Ned
Mavrommatis
|
|
|
9,500 | 31,300 | ||||||||
Kenneth
S. Ehrman
|
|
|
9,500 | 31,300 | ||||||||
Michael
L. Ehrman
|
|
|
9,500 | 31,300 | ||||||||
Peter
Fausel
|
|
|
19,500 | 63,600 |
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(4)
|
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)(3)
|
Equity
Incentive Plan
Awards:
Market Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)(4)
|
|||||||||||||||||||||
Jeffrey
M. Jagid
|
75,000 | - | 7.56 |
1/19/2010
|
2,500(1) | 8,025 | 31,780 | 102,014 | |||||||||||||||||||||
65,000 | - | 5.67 |
11/1/2011
|
31,780(2) | 102,014 | - | - | ||||||||||||||||||||||
80,000 | - | 6.65 |
2/6/2014
|
- | - | - | - | ||||||||||||||||||||||
48,000 | 12,000 | 11.35 |
3/3/2015
|
- | - | - | - | ||||||||||||||||||||||
4,000 | 16,000 | 7.41 |
2/27/2018
|
- | - | - | - | ||||||||||||||||||||||
- | 54,878 | 3.54 |
6/29/2019
|
- | - | - | - | ||||||||||||||||||||||
Ned
Mavrommatis
|
20,000 | - | 7.56 |
1/19/2010
|
2,000(1) | 6,420 | 17,655 | 56,673 | |||||||||||||||||||||
43,000 | - | 5.67 |
11/1/2011
|
17,655(2) | 56,673 | - | - | ||||||||||||||||||||||
55,000 | - | 6.65 |
2/6/2014
|
- | - | - | - | ||||||||||||||||||||||
39,200 | 9,800 | 11.35 |
3/3/2015
|
- | - | - | - | ||||||||||||||||||||||
3,200 | 12,800 | 7.41 |
2/27/2018
|
- | - | - | - | ||||||||||||||||||||||
- | 30,488 | 3.54 |
6/29/2019
|
- | - | - | - | ||||||||||||||||||||||
Kenneth
S. Ehrman
|
37,500 | - | 7.56 |
1/19/2010
|
2,000(1) | 6,420 | 17,655 | 56,673 | |||||||||||||||||||||
45,000 | - | 5.67 |
11/1/2011
|
17,655(2) | 56,673 | - | - | ||||||||||||||||||||||
70,000 | - | 6.65 |
2/6/2014
|
- | - | - | - | ||||||||||||||||||||||
40,800 | 10,200 | 11.35 |
3/3/2015
|
- | - | - | - | ||||||||||||||||||||||
3,200 | 12,800 | 7.41 |
2/27/2018
|
- | - | - | - | ||||||||||||||||||||||
- | 30,488 | 3.54 |
6/29/2019
|
- | - | - | - | ||||||||||||||||||||||
Michael
L. Ehrman
|
75,000 | - | 7.56 |
1/19/2010
|
2,000(1) | 6,420 | 17,655 | 56,673 | |||||||||||||||||||||
60,000 | - | 5.67 |
11/1/2011
|
17,655(2) | 56,673 | - | - | ||||||||||||||||||||||
55,000 | - | 6.65 |
2/6/2014
|
- | - | - | - | ||||||||||||||||||||||
45,600 | 11,400 | 11.35 |
3/3/2015
|
- | - | - | - | ||||||||||||||||||||||
3,200 | 12,800 | 7.41 |
2/27/2018
|
- | - | - | - | ||||||||||||||||||||||
- | 30,488 | 3.54 |
6/29/2019
|
- | - | - | - | ||||||||||||||||||||||
Peter
Fausel
|
40,000 | 60,000 | 13.85 |
3/5/2017
|
2,000(1) | 6,420 | 17,655 | 56,673 | |||||||||||||||||||||
3,200 | 12,800 | 7.41 |
2/27/2018
|
17,655(2) | 56,673 | - | - | ||||||||||||||||||||||
- | 30,488 | 3.54 |
6/29/2019
|
- | - | - | - |
(1)
|
This
number represents restricted shares issued under the 1999 Stock Option
Plan. Fifty percent (50%) of the restricted shares vest on each
annual anniversary date of the date of grant provided that the awardee is
an employee of the Company on such
anniversary.
|
(2)
|
This
number represents restricted shares issued under the 2007 Equity
Compensation Plan. One hundred percent (100%) of the restricted
shares vest on the third annual anniversary date of the date of grant
provided that the awardee is an employee of the Company on such
anniversary.
|
(3)
|
The
information under “Equity Incentive Plan Awards: Number of Unearned
Shares, Units or Other Rights That Have Not Vested” relates to performance
shares issued under the 2007 Equity Compensation Plan. The
amount with respect to each Named Executive Officer represents the
“threshold” numbers of performance shares issuable based upon the
achievement of stock price targets. For additional information,
see the discussion of the Company’s LTIP under the section of this Proxy
Statement entitled “EXECUTIVE COMPENSATION—Compensation Discussion and
Analysis.”
|
(4)
|
This
amount is calculated based on $3.21 per share, the closing price per share
of our common stock as reported on the Nasdaq Global Market on December
31, 2009.
|
Name
|
Benefit
|
Non Change-in-
Control Termination
(Without Cause or for
Good Reason)
|
Change-in-Control
Termination
(Without Cause or
for Good Reason)
|
Change-in-
Control Only
|
||||||||||
Jeffrey
M. Jagid
|
Severance
Pay
|
468,000 | 468,000 |
|
||||||||||
Exercise
of Vested Stock Options Upon Termination
|
(1)
|
|
(2)
|
|
(2)
|
|
||||||||
Realization
of Restricted Stock Awards Upon Termination
|
23,690 | 110,039 | 110,039 | |||||||||||
Realization
of Performance Share Awards Upon Termination
|
(3)
|
|
(4)
|
|
(4)
|
|
||||||||
Benefit
Continuation
|
35,095 | 35,095 |
|
|||||||||||
Ned
Mavrommatis
|
Severance
Pay
|
255,000 | 255,000 |
|
||||||||||
Exercise
of Vested Stock Options Upon Termination
|
(1)
|
|
(2)
|
|
(2)
|
|
||||||||
Realization
of Restricted Stock Awards Upon Termination
|
14,795 | 63,093 | 63,093 | |||||||||||
Realization
of Performance Share Awards Upon Termination
|
(3)
|
|
(4)
|
|
(4)
|
|
||||||||
Benefit
Continuation
|
23,397 |
23,397
|
|
|||||||||||
Kenneth
S. Ehrman
|
Severance
Pay
|
255,000 | 255,000 |
|
||||||||||
Exercise
of Vested Stock Options Upon Termination
|
(1)
|
|
(2)
|
|
(2)
|
|
||||||||
Realization
of Restricted Stock Awards Upon Termination
|
14,795 | 63,093 | 63,093 | |||||||||||
Realization
of Performance Share Awards Upon Termination
|
(3)
|
|
(4)
|
|
(4)
|
|
||||||||
Benefit
Continuation
|
23,397 | 23,397 |
|
|||||||||||
Michael
L. Ehrman
|
Severance
Pay
|
240,000 | 240,000 |
|
||||||||||
Exercise
of Vested Stock Options Upon Termination
|
(1)
|
|
(2)
|
|
(2)
|
|
||||||||
Realization
of Restricted Stock Awards Upon Termination
|
14,795 | 63,093 | 63,093 | |||||||||||
Realization
of Performance Share Awards Upon Termination
|
(3)
|
|
(4)
|
|
(4)
|
|
||||||||
Benefit
Continuation
|
23,397 | 23,397 |
|
|||||||||||
Peter
Fausel
|
Severance
Pay (5)
|
|
|
|
||||||||||
Exercise
of Vested Stock Options Upon Termination
|
(1)
|
|
(2)
|
|
(2)
|
|
||||||||
Realization
of Restricted Stock Awards Upon Termination
|
|
63,093 |
|
63,093 |
|
|||||||||
Realization
of Performance Share Awards Upon Termination
|
|
(4)
|
|
(4)
|
|
(1)
|
Pursuant
to the option award agreements entered into between the Company and each
Named Executive Officer, options that have vested as of the date of
termination of employment generally are exercisable for a period of 90
days following the date of termination (or 365 days, in the case of
termination of employment resulting from death or
disability). Moreover, the terms of the severance agreements
entered into between the Company and each of Jeffrey M. Jagid, Ned
Mavrommatis, Kenneth S. Ehrman and Michael L. Ehrman generally provide for
accelerated vesting of a portion of the unvested options held by the
individual in the event of termination of his employment for either of the
following reasons (each, a “Trigger
Event”): (i) the termination of the executive’s
employment by the Company without “cause” (as defined in the severance
agreements), or (ii) the executive’s resignation for “good reason” within
six months following a “change in control event” (as each such term is
defined in the severance agreements). However, even if a
termination of employment had occurred as of December 31, 2009, none of
the stock options held by the Named Executive Officers were in-the-money
as of such date.
|
(2)
|
Our
equity compensation plans provide that all outstanding options will become
exercisable upon a change in control (as defined in the applicable
plan). However, even if a change in control of the Company had
occurred as of December 31, 2009, none of the stock options held by the
Named Executive Officers were in-the-money as of such
date.
|
(3)
|
Pursuant
to the severance agreements entered into between the Company and each of
Jeffrey M. Jagid, Ned Mavrommatis, Kenneth S. Ehrman and Michael L.
Ehrman, upon the occurrence of a Trigger Event, performance shares granted
under restricted stock unit award agreements entered into by the Company
and each executive will be awarded in an amount and to the extent of the
sum of any “interim shares” that may have been earned but not issued upon
the achievement of certain performance targets as of the end of any fiscal
year within the three-year performance period. However, as
these performance targets had not been met as of December 31, 2009, no
portion of the performance shares would be issuable to any of the
executives as of such date.
|
(4)
|
Under
the LTIP and related restricted stock unit award agreements entered into
between the Company and each Named Executive Officer, upon the occurrence
of a change in control (as defined in the Company’s 2007 Equity
Compensation Plan), performance shares granted under restricted stock unit
award agreements entered into by the Company and each Named Executive
Officer will be awarded in an amount and to the extent of the sum of any
“interim shares” that may have been earned but not issued upon the
achievement of certain performance targets as of the end of any fiscal
year within the three-year performance period. However, as
these performance targets had not been met as of December 31, 2009, no
portion of the performance shares would be issuable to any of the Named
Executive Officers as of such
date.
|
(5)
|
If
we had terminated Peter Fausel (other than for cause) prior to March 5,
2010, Mr. Fausel would have received a continuation of his salary for a
period of six months plus all earned but unpaid bonus as of the date of
such termination. However, as Mr. Fausel remained employed by
the Company as of March 5, 2010, this severance arrangement terminated as
of such date and is no longer in
effect.
|
|
·
|
each
stockholder known by us to own beneficially more than 5% of our
outstanding common stock;
|
|
·
|
each
of our executive officers named in the “Summary Compensation Table” in
this Proxy Statement (these executive officers are sometimes referred to
herein as the “Named
Executive Officers”);
|
|
·
|
each
of our directors; and
|
|
·
|
all
of our directors and executive officers as a
group.
|
Name and Address of Beneficial Owner
|
Number of Shares of
Common Stock
Beneficially Owned
|
Percentage of
Shares of
Common Stock
Outstanding (1)
|
||||||
5%
Stockholders:
|
||||||||
Artis
Capital Management, L.P.
One
Market Plaza
Spear
Street Tower
Suite
1700
San
Francisco, California 94105
|
2,203,896 | (2) | 19.6 | % | ||||
Diker
Management, LLC
745
Fifth Avenue
Suite
1409
New
York, New York 10151
|
1,071,151 | (3) | 9.5 | % | ||||
Directors
and Executive Officers:
|
||||||||
Jeffrey
M. Jagid
|
636,400 | (4) | 5.6 | % | ||||
Ned
Mavrommatis
|
211,860 | (5) | 1.9 | % | ||||
Kenneth
S. Ehrman
|
729,396 | (6) | 6.4 | % | ||||
Michael
L. Ehrman
|
450,956 | (7) | 3.9 | % | ||||
Peter
Fausel
|
131,798 | (8) | 1.2 | % | ||||
Lawrence
S. Burstein
|
150,051 | (9) | 1.3 | % | ||||
Harold
D. Copperman
|
76,114 | (10) | * | |||||
Michael
P. Monaco
|
163,358 | (11) | 1.4 | % | ||||
All
directors and executive officers as a group (nine
individuals)
|
2,571,863 | (12) | 20.9 | % |
*
|
Represents
less than 1% of the outstanding shares of our common
stock.
|
(1)
|
Ownership
percentages are based on 11,253,253 shares of common stock of the Company
outstanding as of April 29, 2010 (the Record Date for the Annual
Meeting).
|
(2)
|
On
February 14, 2008, Artis Capital Management, L.P., a California limited
partnership (“Artis
LP”), and certain of its affiliates filed with the SEC Amendment
No. 3 to its Schedule 13G with respect to the beneficial ownership of an
aggregate of 2,203,896 shares of the Company’s common stock, with shared
voting and dispositive power over these 2,203,896 shares. This
number includes shares held by Artis LP, Artis Capital Management, Inc.
(“Artis Inc.”),
Stuart L. Peterson and Artis Partners 2X Ltd. (“Artis 2X”). Artis
LP is a registered investment adviser and is the investment adviser of
Artis 2X. Artis Inc. is the general partner of Artis LP. Mr.
Peterson is the president of Artis Inc. and the controlling owner of Artis
LP and Artis Inc. Each of Artis LP, Artis Inc. and Mr. Peterson
disclaims beneficial ownership of our common stock, except to the extent
of its or his pecuniary interest therein. Artis LP’s clients have
the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, our common stock. No individual
client, other than Artis 2X, holds more than five percent of our
outstanding common stock, and Artis 2X disclaims beneficial ownership
of any of our common stock. The address of the business office of
each of Artis LP, Artis Inc. and Mr. Peterson is set forth in the table
above, and the address of the business office of Artis 2X is c/o Goldman
Sachs Administration Services, Gardenia Court, Suite 3307, 45 Market
Street, Camana Bay, P.O. Box 896, KY1-1103, Cayman
Islands.
|
(3)
|
On
February 16, 2010, Diker GP, LLC, a Delaware limited liability company
(“Diker GP”), and
certain of its affiliates filed with the SEC Amendment No. 2 to its
Schedule 13G with respect to the beneficial ownership of an aggregate of
1,071,151 shares of the Company’s common stock, with shared voting and
dispositive power over these 1,071,151 shares. This number
includes shares held by Diker Value Tech Fund, LP (“VT”), Diker Value Tech
QP Fund, LP (“VTQP”), Diker
Micro-Value Fund, LP (“MV”), the Diker
Micro-Value QP Fund, LP (“MVQP”), Diker Micro
& Small Cap Fund LP (“MS”) and Diker M&S
Cap Master Ltd (“MSCM”
and, collectively with VT, VTQP, MV, MVQP and MS, the “Diker Funds”) and
shares held by Diker Management, LLC (“Diker Management”). As
the sole general partner of the Diker Funds, Diker GP has the power
to vote and dispose of the shares owned by the Diker Funds and,
accordingly, may be deemed the beneficial owner of such shares.
Pursuant to investment advisory agreements, Diker Management serves
as the investment manager of the Diker Funds. Accordingly, Diker
Management may be deemed the beneficial owner of shares held by the Diker
Funds. Charles M. Diker and Mark N. Diker are the managing members
of each of Diker GP and Diker Management, and, in that capacity, direct
their operations. Therefore, Charles M. Diker and Mark N. Diker
may be beneficial owners of shares beneficially owned by Diker GP and
Diker Management. All of the foregoing reporting persons
disclaim all beneficial ownership, however, as affiliates of a registered
investment adviser, and, in any case, disclaim beneficial ownership except
to the extent of their pecuniary interest in the shares of common stock of
the Company.
|
(4)
|
This
number includes (i) 213,000 shares of our common stock issuable upon
exercise of options which are currently exercisable or which will
become exercisable within 60 days of April 29, 2010; (ii) 31,780
restricted shares of common stock which vest on June 29, 2012, provided
that Mr. Jagid is employed by the Company on such date; and (iii)
39,474 restricted shares of common stock which vest on February 5, 2013,
provided that Mr. Jagid is employed by the Company on such
date.
|
(5)
|
This
number includes (i) 153,400 shares of our common stock issuable upon
exercise of options which are currently exercisable or which will become
exercisable within 60 days of April 29, 2010; (ii) 17,655 restricted
shares of common stock which vest on June 29, 2012, provided that Mr.
Mavrommatis is employed by the Company on such date; and (iii) 21,930
restricted shares of common stock which vest on February 5, 2013, provided
that Mr. Mavrommatis is employed by the Company on such
date.
|
(6)
|
This
number includes (i) 172,400 shares of our common stock issuable upon
exercise of options which are currently exercisable or which will become
exercisable within 60 days of April 29, 2010; (ii) 17,655 restricted
shares of common stock which vest on June 29, 2012, provided that Mr.
Ehrman is employed by the Company on such date; (iii) 21,930
restricted shares of common stock which vest on February 5, 2013, provided
that Mr. Ehrman is employed by the Company on such date; and (iv)
49,000 shares of our common stock held by Mr. Ehrman’s wife’s IRA
account.
|
(7)
|
This
number includes (i) 178,400 shares of our common stock issuable upon
exercise of options which are currently exercisable or which will become
exercisable within 60 days of April 29, 2010; (ii) 17,655 restricted
shares of common stock which vest on June 29, 2012, provided that Mr.
Ehrman is employed by the Company on such date; and (iii) 21,930
restricted shares of common stock which vest on February 5, 2013, provided
that Mr. Ehrman is employed by the Company on such
date.
|
(8)
|
This
number includes (i) 66,400 shares of our common stock issuable upon
exercise of options which are currently exercisable or which will become
exercisable within 60 days of April 29, 2010; (ii) 17,655 restricted
shares of common stock which vest on June 29, 2012, provided that Mr.
Fausel is employed by the Company on such date; and (iii) 21,930
restricted shares of common stock which vest on February 5, 2013, provided
that Mr. Fausel is employed by the Company on such
date.
|
(9)
|
This
number includes (i) 116,988 shares of our common stock issuable upon
exercise of options which are currently exercisable or which will become
exercisable within 60 days of April 29, 2010; (ii) 9,000 restricted shares
of common stock which vest over a five-year period that commenced on June
29, 2009, with 20% of such shares vesting on each anniversary of the grant
date; (iii) 10,563 restricted shares of common stock which vest over a
five-year period that commenced on February 5, 2010, with 20% of such
shares vesting on each anniversary of the grant date; and (iv) 3,500
shares of our common stock held by Mr. Burstein’s IRA
account.
|
(10)
|
This
number includes (i) 15,251 shares of our common stock issuable upon
exercise of options which are currently exercisable or which will become
exercisable within 60 days of April 29, 2010; (ii) 27,000 restricted
shares of common stock which vest over a five-year period that commenced
on June 29, 2009, with 20% of such shares vesting on each anniversary of
the grant date; and (iii) 10,563 restricted shares of common stock which
vest over a five-year period that commenced on February 5, 2010, with 20%
of such shares vesting on each anniversary of the grant
date.
|
(11)
|
This
number includes (i) 143,795 shares of our common stock issuable upon
exercise of options which are currently exercisable or which will become
exercisable within 60 days of April 29, 2010; (ii) 9,000 restricted shares
of common stock which vest over a five-year period that commenced on June
29, 2009, with 20% of such shares vesting on each anniversary of the grant
date; and (iii) 10,563 restricted shares of common stock which vest over a
five-year period that commenced on February 5, 2010, with 20% of such
shares vesting on each anniversary of the grant
date.
|
(12)
|
This
number includes an aggregate of (i) 1,059,634 shares of our common stock
issuable upon exercise of options which are currently exercisable or which
will become exercisable within 60 days of April 29, 2010 and (ii) 328,213
restricted shares of common stock.
|
Plan category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
Number of
securities
remaining
available for future
issuance (excluding
securities reflected
under column (a))
(c)
|
|||||||||
Equity
compensation plans approved by security holders (1)
|
2,659,000 | $ | 8.88 | 1,056,000 | ||||||||
Equity
compensation plans not approved by security holders
|
|
|
|
|
||||||||
Total
|
2,659,000 | $ | 8.88 | 1,056,000 |
(1)
|
These
plans consist of our 1999 Stock Option Plan, 1999 Director Option Plan,
2007 Equity Compensation Plan and 2009 Non-Employee Director Equity
Compensation Plan, which were our only equity compensation plans in
existence as of December 31, 2009. Each of our 1999 Stock
Option Plan and 1999 Director Option Plan has terminated, and no
additional awards were, or may be, granted thereunder after such
date.
|
By
order of the Board of Directors,
|
/s/
Ned Mavrommatis
|
Ned
Mavrommatis
|
Corporate
Secretary
|