FORM DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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Black Box Corporation
(Name of Registrant as Specified In Its Charter)
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TABLE OF CONTENTS
BLACK BOX
CORPORATION
1000 Park Drive
Lawrence, Pennsylvania 15055
Notice of
Annual Meeting of Stockholders
to be held on August 11, 2009
To the Stockholders of
Black Box Corporation:
The Annual Meeting of Stockholders (the Annual
Meeting) of Black Box Corporation (the
Company) will be held at the offices of the Company
at 1000 Park Drive, Lawrence, Pennsylvania 15055 on Tuesday,
August 11, 2009, at 12:30 p.m. Eastern Daylight Time,
to consider and act upon the following matters:
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1.
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The election of the six (6) persons nominated by our Board
of Directors and named in the attached proxy statement to serve
as members of our Board of Directors; and
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2.
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The ratification of the appointment of BDO Seidman, LLP as the
independent registered public accounting firm of the Company for
the fiscal year ending March 31, 2010.
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Stockholders also will be asked to consider such other matters
as may properly come before the Annual Meeting. Our Board of
Directors has established the close of business on Monday,
June 15, 2009 as the record date for the determination of
the stockholders entitled to notice of and to vote at the Annual
Meeting.
IT IS REQUESTED, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, THAT YOU COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
Michael McAndrew, Secretary
June 23, 2009
BLACK BOX
CORPORATION
1000 Park Drive
Lawrence, Pennsylvania 15055
PROXY
STATEMENT FOR ANNUAL MEETING
OF STOCKHOLDERS
August 11, 2009
This proxy statement is being furnished to the holders of common
stock, par value $.001 per share (Common Stock), of
Black Box Corporation, a Delaware corporation (the
Company, or we), in connection with the
solicitation by our Board of Directors (Board of
Directors or Board) of proxies to be voted at
the Annual Meeting of Stockholders (the Annual
Meeting) scheduled to be held on Tuesday, August 11,
2009, at 12:30 p.m. Eastern Daylight Time, at the offices
of the Company at 1000 Park Drive, Lawrence, Pennsylvania 15055,
or at any adjournment thereof. This proxy statement and form of
proxy were first mailed to stockholders on or about
June 25, 2009.
Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting to Be Held on August 11,
2009:
This proxy statement and the Companys 2009 Annual
Report to stockholders are available for you to review online at
www.proxydocs.com/bbox.
Only holders of Common Stock of record as of the close of
business on Monday, June 15, 2009 are entitled to notice of
and to vote at the Annual Meeting and at any adjournment
thereof. On that date, 17,533,305 shares of Common Stock,
each entitled to one vote per share, were outstanding.
All shares of Common Stock represented by valid proxies received
by the Secretary of the Company prior to the Annual Meeting will
be voted as specified in the form of proxy. If no specification
is made, the shares will be voted FOR each of the nominees named
below for election as director and FOR ratification of the
appointment of BDO Seidman, LLP as our independent registered
public accounting firm for the fiscal year ending March 31,
2010 (Fiscal 2010). Unless otherwise indicated by
the stockholder, the proxy card also confers discretionary
authority on the Board-appointed proxies to vote the shares
represented by the proxy on any matter that is properly
presented for action at the Annual Meeting of which management
had no knowledge prior to the mailing of this proxy statement. A
stockholder giving a proxy has the power to revoke it at any
time prior to its exercise by delivering to the Secretary of the
Company a written revocation or a duly-executed proxy bearing a
later date (although no revocation shall be effective until
actual notice thereof has been given to the Secretary of the
Company) or by attending the meeting and voting his or her
shares in person.
Under our Second Restated Certificate of Incorporation, as
amended (Certificate of Incorporation), Amended and
Restated By-laws (By-laws) and applicable state law,
abstentions and broker non-votes (which arise from proxies
delivered by brokers and others, where the record holder has not
received direction on voting and does not have discretionary
authority to vote on one or more matters) are each included in
the determination of the number of shares present for purposes
of determining a quorum. At the Annual Meeting, directors will
be elected by a plurality vote and all other matters will be
decided by the affirmative vote of a majority of the votes cast.
Abstentions and broker non-votes are not votes cast and will not
be included in calculating the number of votes necessary for
approval of the matter.
Our Board of Directors unanimously recommends a vote FOR each
of the nominees named below for election as director and FOR
ratification of the appointment of BDO Seidman, LLP as our
independent registered public accounting firm for the fiscal
year ending March 31, 2010.
ANNUAL
MEETING MATTERS
Proposal 1
Election of Directors
Our By-laws provide that the number of directors constituting
our entire Board shall be nine (9), or such other number as
shall be fixed by the stockholders or by our Board. At present,
our Board has fixed the number of directors at six
(6) members. All of our directors stand for election each
year. Therefore, six (6) directors are to be elected at the
Annual Meeting to hold office for a term of one (1) year
and until their respective successors are elected and qualified,
subject to the right of our stockholders to remove any director
as provided in our By-laws. Stockholders may fill any vacancy in
the office of a director. In the absence of a stockholder vote,
a vacancy in the office of a director may be filled by the
remaining directors then in office, even if less than a quorum,
or by the sole remaining director. Any director elected by our
Board to fill a vacancy will serve until his or her successor is
elected and qualified or until his or her earlier death,
resignation or removal. If our Board increases the number of
directors, it may fill any vacancy so created.
The holders of Common Stock have one vote for each share owned
as of the record date in the election of directors. The six
(6) nominees receiving the greatest number of affirmative
votes will be elected as directors for terms expiring in 2010.
Upon recommendation of the Nominating Committee of our Board of
Directors (Nominating Committee), our Board has
nominated the following six (6) persons for election to the
position of director at the Annual Meeting: William F. Andrews,
R. Terry Blakemore, Richard L. Crouch, Thomas W. Golonski,
Thomas G. Greig and Edward A. Nicholson, Ph.D. These
nominees are all of the directors currently on our Board. All of
these nominees/directors are independent under the listing
standards of The Nasdaq Stock Market (Nasdaq) except
for R. Terry Blakemore as a result of his position as our
President and Chief Executive Officer.
The persons named as proxies on the enclosed proxy card were
selected by our Board and have advised our Board that, unless
authority is withheld, they intend to vote the shares
represented by them at the Annual Meeting FOR the election to
our Board of Directors of each of our Boards nominees
named above.
Our Board knows of no reason why any nominee for director would
be unable to serve as director. If, at the time of the Annual
Meeting, any of the named nominees is unable or unwilling to
serve as a director, the persons named as proxies intend to vote
for such substitute as may be nominated by our Board of
Directors.
The following sets forth certain information concerning our
Boards nominees for election to our Board of Directors at
the Annual Meeting:
William F. Andrews, 77, was elected as a director
of the Company on May 18, 1992. Mr. Andrews currently
is Chairman of the Executive Committee of Corrections
Corporation of America (private prisons), Chairman of Katy
Industries, Inc. (diversified manufacturing company) and
Chairman of SVP Holdings Limited (Singer sewing machines). He
has been a principal with Kohlberg & Co., a private
investment company, since 1995. He is also a director of
Corrections Corporation, Katy Industries, OCharleys,
Inc. and Trex Company, Inc., all publicly-held companies.
R. Terry Blakemore, 52, was selected to be a
director of the Company on October 13, 2007 and was named
as President and Chief Executive Officer of the Company on the
same date. He had served in the capacity of Interim President
and Chief Executive Officer of the Company from May 21,
2007. Previously, on May 15, 2007, our Board had named
Mr. Blakemore a Senior Vice President of the Company. Prior
to becoming a Senior Vice President, Mr. Blakemore served
as a manager of business development and, prior thereto, as a
manager of the Companys Voice Services business unit.
Mr. Blakemore has been with the Company since 1999.
Richard L. Crouch, 62, was elected as a director
of the Company on August 10, 2004. Mr. Crouch was a
General Partner with the firm of PricewaterhouseCoopers LLP from
1979 to 2004, having served as an Audit Partner principally
assigned to public companies. He served in various capacities
for the firm, including service as a regional accounting,
auditing and Securities and Exchange Commission
(SEC) services consultant. He retired from the firm
on July 2, 2004.
2
Thomas W. Golonski, 66, was selected to be a
director of the Company on February 11, 2003 and was
elected by our stockholders on August 12, 2003.
Mr. Golonski served as Chairman, President and Chief
Executive Officer of National City Bank of Pennsylvania and
Executive Vice President of National City Corporation from 1996
to 2005. He retired from National City in 2005. He is active in
charitable, educational and health care organizations.
Thomas G. Greig, 61, was elected as a director of
the Company on August 10, 1999 and appointed as
non-executive Chairman of the Board in May 2004. Mr. Greig
has been a Managing Director of Liberty Capital Partners, a
private equity partnership, since 1998. He is also a director of
publicly-held Rudolph Technologies, Inc., a number of
privately-held companies and a public,
not-for-profit
foundation.
Edward A. Nicholson, Ph.D., 69, was elected
as a director of the Company on August 10, 2004.
Dr. Nicholson served as President of Robert Morris
University from 1989 to 2005 and is presently a Professor of
Management at Robert Morris. He has served a number of
businesses and government agencies as a consultant in the areas
of long-range planning, organization design and labor relations.
He is also a director of Brentwood Bank and several regional
economic, charitable and cultural organizations.
Our Board of Directors unanimously recommends that our
stockholders vote FOR each of our Boards nominees for
election to our Board.
Proposal 2
Ratification of the Appointment of the Independent Registered
Public Accounting Firm
In May 2009, the Audit Committee of our Board (Audit
Committee) appointed BDO Seidman, LLP (BDO) as
our independent registered public accounting firm for Fiscal
2010. As a sound governance matter, our Audit Committee has
determined to submit the appointment to our stockholders for
ratification at the Annual Meeting.
The affirmative vote of a majority of the votes cast in person
or by proxy at the Annual Meeting is required for the
ratification by our stockholders of such appointment. Unless
otherwise directed by our stockholders, proxies will be voted
FOR the ratification of the appointment of BDO as our
independent registered public accounting firm for Fiscal 2010.
In the event that this appointment is not ratified by the
stockholders, our Audit Committee will consider this vote in
determining its future appointment of our independent registered
public accounting firm. Even if the appointment is ratified, our
Audit Committee, in its discretion, may change the appointment
at any time during the year if it determines that such change
would be in our and our stockholders best interests.
A representative of BDO is expected to be present at the Annual
Meeting, will not be making a statement but will be available to
respond to appropriate questions.
Our Board of Directors unanimously recommends that our
stockholders vote FOR approval of Proposal 2.
3
BOARD OF
DIRECTORS AND CERTAIN BOARD COMMITTEES
Our Board of Directors held five (5) meetings during the
fiscal year ended March 31, 2009 (Fiscal 2009).
During Fiscal 2009, each director attended not fewer than
seventy-five percent (75%) of the meetings of our Board and each
committee on which such director served during the period in
which such director served on our Board. Executive sessions of
the non-employee members of our Board are scheduled for each
regular Board meeting and many committee meetings and many
regular Board meetings and certain committee meetings include
such an executive session.
Stockholders can communicate with our Board or individual
directors by writing to the Companys Secretary at: Black
Box Corporation, 1000 Park Drive, Lawrence, Pennsylvania 15055.
Our Board believes that our annual meetings also are appropriate
for stockholder communications with our Board. Our Board
strongly encourages board member attendance at all meetings,
including annual meetings with stockholders. All current
directors attended the annual meeting of stockholders held in
August 2008.
Our Board of Directors has four (4) standing committees:
the Audit Committee, the Compensation Committee of the Board
(Compensation Committee), the Nominating Committee
and the Governance Committee of the Board (Governance
Committee).
Audit
Committee
Our Audit Committee consists of Mr. Richard L. Crouch, as
chair, Mr. Thomas W. Golonski and Mr. Thomas G. Greig.
Each member of this committee is independent under Nasdaqs
listing standards for audit committee members.
Our Audit Committees duties include:
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sole authority and direct responsibility over the selection
(subject to stockholder ratification if the committee so elects)
of our independent registered public accounting firm
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evaluation, retention and replacement of our independent
registered public accounting firm
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responsibility for determining the compensation and other terms
of engagement of such independent auditors
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Our Audit Committee has such other duties and responsibilities
as are set forth in its written charter adopted by our Board, a
copy of which is posted in the About Investor
Relations Corporate Governance section of our
Web site at
http://www.blackbox.com.
These other duties and responsibilities include pre-approval of
all audit services and permitted non-audit services, oversight
of the independent auditors, review of financial statements and
SEC filings, review of the lead audit partner, review of the
auditors independence, discussions with the auditors
regarding the planning and scope of the audit, discussions
regarding our internal controls over financial reporting and the
establishment of procedures for the receipt, retention and
treatment of complaints regarding accounting, internal controls
and auditing and the confidentiality thereof. Our Audit
Committee has delegated authority for pre-approval of audit
services and permitted non-audit services to its chair, subject
to subsequent ratification of such pre-approval at the next
subsequent regular meeting of our Audit Committee.
All services performed by BDO during Fiscal 2009 were either
approved by our Audit Committee or approved by our Audit
Committee chair, and later ratified by our Audit Committee,
prior to the performance of such services.
Our Board has determined that all of the members of our Audit
Committee, Messrs. Crouch, Golonski and Greig, qualify as
audit committee financial experts within the meaning of SEC
regulations and that they have the requisite level of financial
sophistication required under Nasdaqs listing standards.
Our Board has also determined that Messrs. Crouch, Golonski
and Greig are independent within the meaning of SEC regulations.
Our Audit Committee met ten (10) times in Fiscal 2009.
4
Compensation
Committee
Our Compensation Committee consists of Mr. Thomas W.
Golonski, as chair, Mr. Richard L. Crouch and
Mr. Thomas G. Greig. Each member of this committee is
independent under Nasdaqs listing standards.
Our Compensation Committees duties include:
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reviewing and recommending to our Board the total compensation
of our executive officers
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administering our stock option plans and our long-term incentive
plan
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Our Compensation Committee operates under a written charter
adopted by our Board, a copy of which is posted in the
About Investor Relations Corporate
Governance section of our Web site. For a description of
our Compensation Committees processes and procedures for
the consideration and determination of executive officer
compensation, see the Compensation Discussion and
Analysis section of this proxy statement.
During the fiscal year ended March 31, 2008 (Fiscal
2008), our Compensation Committee engaged Towers, Perrin,
Forster & Crosby, Inc. (Towers Perrin) to
develop an information base including an understanding of our
strategic objectives and executive compensation preferences to
serve as the basis for identifying appropriate executive
long-term compensation incentives, conduct analytics on the
current stock option program to determine the feasibility of
future grants, identify possible efficiencies in stock option
grant practice and valuation approach, understand and identify
alternative long-term incentive vehicle(s) for executives and
develop a strawmodel long-term incentive design for executives
based on preferences identified during design team meetings. In
connection with such services, Towers Perrin assisted in the
identification of the peer group identified below in the
Compensation Discussion and Analysis section
of this proxy statement. Towers Perrin also was engaged by our
Compensation Committee to assist in the development of the 2008
Long-Term Incentive Plan (the Incentive Plan), which
was approved by our stockholders at the annual meeting of
stockholders held in August 2008. During Fiscal 2009 and Fiscal
2010, our Compensation Committee continued its engagement of
Towers Perrin to assist in the further development of our
executive compensation programs. Such services included
(i) providing a competitive assessment of the total direct
compensation (e.g., sum of base salary, annual bonus and
long-term incentive opportunity) for our named executive
officers and other key employees; (ii) providing an
assessment of the appropriateness of incentive plan targets;
(iii) advising our Compensation Committee regarding design
changes to compensatory programs and the development of new
programs based on the Companys strategic goals,
competitive assessment and regulatory changes; (iv) a
review of managements proposals on behalf of our
Compensation Committee; (v) an analysis of the
Companys share utilization for equity-based compensation
to institutional investor guidelines; (vi) informing our
Compensation Committee of emerging trends in executive
compensation; (vii) advising on stock ownership or
retention guidelines for our named executive officers; and
(viii) the other services described below in the
Compensation Discussion and Analysis section
of this proxy statement. The scope of services of any executive
compensation consultants is approved by our Compensation
Committee or its chair.
Our Compensation Committee met eight (8) times in Fiscal
2009.
Nominating
Committee
Our Nominating Committee consists of Edward A.
Nicholson, Ph.D., as chair, Mr. William F. Andrews and
Mr. Thomas G. Greig. Each member of this committee is
independent under Nasdaqs listing standards.
Our Nominating Committees duties include:
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identifying and evaluating potential candidates for any Board
vacancies, including any individuals recommended by committee
members, other Board members, management or our current
stockholders or identified by third-party executive search firms
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recommending to our Board individuals to be nominated for
election as directors by stockholders at our annual meeting
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recommending to our Board, from time to time, individuals to be
elected by it to fill Board vacancies
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This committee considers the independence, experience relative
to our business and the needs of our Board, diversity and the
ability to represent our stockholders in evaluating potential
nominees. Potential Board members
5
should show a willingness to fully participate in Board
meetings, a proven track record of career accomplishments, the
ability to make sound judgments and leadership qualities.
It is our Nominating Committees policy to consider
stockholder proposals for nominees for election as directors
that are nominated in accordance with our Certificate of
Incorporation and our By-laws, and other applicable laws,
including the rules and regulations of the SEC and any stock
market on which our stock is listed for trading or quotation.
Generally, such recommendations made by a stockholder entitled
to notice of, and to vote at, the meeting at which such proposed
nominee is to be considered are required to be written and
received by the Secretary of the Company within a prescribed
time period prior to the annual or special meeting. See the
Stockholder Nominations and Proposals section
of this proxy statement for a description of the procedures to
be followed in order to submit a recommendation for a nominee.
Our Nominating Committee operates under a written charter
adopted by our Board, a copy of which is posted in the
About Investor Relations Corporate
Governance section of our Web site.
Our Nominating Committee met four (4) times in Fiscal 2009.
Governance
Committee
Our Governance Committee consists of Mr. William F.
Andrews, as chair, Mr. Thomas W. Golonski and Edward A.
Nicholson, Ph.D. Each member of this committee is
independent under Nasdaqs listing standards.
Our Governance Committees duties include:
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responsibility for reviewing, on an ongoing basis, the corporate
governance practices and principles established and implemented
by our Board and management
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monitoring trends and regulatory requirements in corporate
governance and recommending to our Board any changes in our
corporate governance practices and functions based upon such
trends and regulatory requirements
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performing an annual evaluation of the objectives and
performance of the members of our Board in connection with its
review of the compensation paid to Board members
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Director compensation historically had been determined based on
the collective experience and knowledge of the members of our
Governance Committee. During Fiscal 2009 and continuing in
Fiscal 2010, our Governance Committee engaged Towers Perrin to
provide information regarding competitive director compensation
data, including identification of an appropriate peer group for
comparison purposes, an analysis of director compensation levels
and compensation vehicles and programs and market-competitive
compensation data. In Fiscal 2010, Towers Perrin also advised on
stock ownership or retention guidelines for our non-employee
directors.
Our Governance Committee operates under a written charter
adopted by our Board, a copy of which is posted in the
About Investor Relations Corporate
Governance section of our Web site.
Our Governance Committee met five (5) times in Fiscal 2009.
6
LITIGATION
INVOLVING DIRECTORS AND OFFICERS
In November 2006, two stockholder derivative lawsuits were filed
against the Company itself, as a nominal defendant, and several
of our current and former officers and directors, including
Michael McAndrew, Francis Wertheimber, William F. Andrews
and Thomas G. Greig, in the United States District Court for the
Western District of Pennsylvania. The two substantially
identical stockholder derivative complaints allege that the
individual defendants improperly backdated grants of stock
options to several officers and directors in violation of our
stockholder-approved stock option plans during the period
1996-2002,
improperly recorded and accounted for backdated stock options in
violation of generally accepted accounting principles
(GAAP), improperly took tax deductions based on
backdated stock options in violation of the Internal Revenue
Code of 1986, as amended (the Code), produced and
disseminated false financial statements and SEC filings to our
stockholders and to the market that improperly recorded and
accounted for the backdated option grants, concealed the alleged
improper backdating of stock options and obtained substantial
benefits from sales of our Common Stock while in the possession
of material inside information. The complaints seek damages on
behalf of the Company against certain current and former
officers and directors and allege breach of fiduciary duty,
unjust enrichment, securities law violations and other claims.
The two lawsuits have been consolidated into a single action as
In re Black Box Corporation Derivative Litigation, Master
File
No. 2:06-CV-1531-JFC,
and plaintiffs filed an amended consolidated shareholder
derivative complaint on August 31, 2007. The parties have
stipulated that responses by the defendants, including the
Company, are due on or before October 23, 2009 and the
court has entered an order to that effect. The Company and
certain other parties have committed to participate in a
mediation of these claims.
POLICIES
AND PROCEDURES RELATED TO THE APPROVAL
OF TRANSACTIONS WITH RELATED PERSONS
Our policies and procedures for review, approval or ratification
of transactions with related persons are not contained in a
single policy or procedure; instead, relevant aspects of such
program are drawn from various corporate documents. Most
importantly, our Audit Committees charter provides that
our Audit Committee must review and, if appropriate, approve or
ratify all transactions between us and any related persons.
Our Standards of Business Conduct require that all of our and
our subsidiaries directors, officers and employees refrain
from activities that might involve a conflict of interest.
Additionally, our Code of Ethics provides that each of our and
our subsidiaries directors, officers and employees must
openly and honestly handle any actual, apparent or potential
conflict between that individuals personal and business
relationships and our interests. Before making any investment,
accepting any position or benefit, participating in any
transaction or business arrangement or otherwise acting in a
manner that creates or appears to create a conflict of interest,
such person must make a full disclosure of all relevant facts
and circumstances to, and obtain the prior written approval of,
our Chief Financial Officer or our General Counsel. Our Chief
Financial Officer and our General Counsel make reports to our
Audit Committee, pursuant to the terms of its charter, regarding
compliance with our Code of Ethics. Further, our Chief Financial
Officer makes reports to our Audit Committee with respect to
proposed related-party transactions for which that
committees approval would be required.
We did not participate in any transactions with related persons
during Fiscal 2009 and there are no currently-proposed
transactions with related persons.
7
COMPENSATION
OF DIRECTORS
The following table sets forth the compensation of our
non-employee directors in Fiscal 2009:
DIRECTOR
COMPENSATION FISCAL 2009
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Name(1)
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Fees Earned
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Option
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Total
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or Paid
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Awards(4)(5)(6)
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($)
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in
Cash(2)(3)
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($)
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($)
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William F.
Andrews(7)
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58,000
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63,329
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121,329
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Richard L.
Crouch
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81,000
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63,329
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144,329
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Thomas W.
Golonski
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74,000
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63,329
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137,329
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Thomas G.
Greig
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130,000
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63,329
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193,329
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Edward A.
Nicholson, Ph.D.
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58,000
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63,329
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121,329
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(1)
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R. Terry Blakemore was a director during Fiscal 2009. The
compensation received by Mr. Blakemore for Fiscal 2009 is
reported in the Summary Compensation Table
and other tables in this proxy statement. He did not receive any
additional compensation in connection with his service on our
Board. |
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(2)
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For Fiscal 2009, each non-employee director received an annual
fee of $35,000, paid quarterly. Our non-executive Chairman of
the Board also received an annual fee of $60,000, paid
quarterly. Our Audit Committee chair received an annual fee of
$15,000, paid quarterly. The chairperson of each of our
Compensation Committee, Nominating Committee and Governance
Committee received an annual fee of $5,000, paid quarterly. In
May 2009, the non-executive Chairman of the Boards annual
fee was increased to $75,000, paid quarterly, and the annual fee
for the chairperson of our Compensation Committee was increased
to $7,500, paid quarterly. No other changes were made to the
fees to be paid to our non-employee directors as of the date of
this proxy statement. |
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(3)
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For each Board meeting attended in person, each director
received a fee of $2,000 and a fee of $1,000 for each Board
meeting attended by telephone. Audit Committee members received
a fee of $1,500 for each meeting of the committee attended in
person or by telephone during Fiscal 2009. Members of our
Compensation Committee, Governance Committee and Nominating
Committee received a fee of $1,000 for each meeting of the
respective committee attended in person or by telephone during
Fiscal 2009. These fees remain in effect as of the date of this
proxy statement. |
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(4)
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These option awards were granted under our 1992 Director
Stock Option Plan, as amended (the Director Plan).
Under the Director Plan, our Compensation Committee, upon
recommendation of our Governance Committee and approval by our
Board, could grant stock options and stock appreciation rights
to our non-employee directors. Our Board and our stockholders
have adopted the Incentive Plan, which replaced both the
Director Plan and our 1992 Stock Option Plan, as amended (the
Employee Plan). Our Board and our stockholders have
authorized the issuance of stock options, stock appreciation
rights, restricted stock, restricted stock units, performance
grants (cash and equity) and other share-based awards covering
approximately 2,095,000 shares of Common Stock under the
Incentive Plan as of March 31, 2009 (subject to appropriate
adjustments in the event of stock splits, stock dividends and
similar dilutive events). Under the Incentive Plan, our
Compensation Committee, upon recommendation of our Governance
Committee and approval by our Board, may grant stock options,
stock appreciation rights, restricted stock, restricted stock
units, performance grants (cash and equity) and other
share-based awards to our non-employee directors. |
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(5)
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Reflects the dollar amount recognized for financial statement
reporting purposes for Fiscal 2009 in accordance with Statement
of Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment (SFAS 123(R))
and, thus, includes amounts from awards granted in and prior to
Fiscal 2009. The weighted-average assumptions underlying the
valuation of these stock options under the Black-Scholes option
pricing model are as follows: expected life of 6.51 years;
volatility of 42.92%; a risk-free interest rate of 4.34% and a
dividend yield of 0.630%. During Fiscal 2009, each of our
non-employee directors received a stock option |
8
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to purchase 6,000 shares of our Common Stock for $28.71 per
share, the fair market value of our Common Stock on May 27,
2008, the date of grant of this stock option. The grant date
fair value of each of these awards, calculated in accordance
with SFAS 123(R), was $78,415. In May 2009, our
Compensation Committee approved, based on the recommendation of
our Governance Committee after its review of information
provided by its compensation consultants, and after Board
approval, a grant of restricted stock units for
3,000 shares of our Common Stock, vesting immediately upon
grant, for each of our non-employee directors. Such grant was
consistent with the recommendation of the compensation
consultants. Our Compensation Committee also discussed the
timing of these grants and determined that the grant date should
be after the Companys earnings release regarding its
Fiscal 2009 financial results. Accordingly, all such grants were
made on May 26, 2009. |
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(6)
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The following table sets forth the outstanding stock options,
both exercisable and unexercisable, held by each non-employee
director as of March 31, 2009: |
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Name
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Outstanding
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Options
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(#)
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William F.
Andrews
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52,002
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Richard L.
Crouch
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26,000
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Thomas W.
Golonski
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37,000
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Thomas G.
Greig
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52,002
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Edward A.
Nicholson, Ph.D.
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26,000
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(7)
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Mr. Andrews exercised an option for 6,000 shares in
Fiscal 2009 and realized a value of $1,601. |
To further achieve the objective of more closely aligning the
interests of our non-employee directors with those of our
stockholders, upon the recommendation of our Governance
Committee after discussions with our Governance Committees
compensation consultants, our Board has adopted stock retention
guidelines for our non-employee directors requiring them to
hold, until retirement, but subject to diversification at
age 60, 50% of the net, after-tax shares of Common Stock
issued to them pursuant to performance share awards and
restricted stock awards/units.
9
EXECUTIVE
COMPENSATION AND OTHER INFORMATION
COMPENSATION
DISCUSSION AND ANALYSIS
Role of
Our Compensation Committee and Our Compensation
Philosophy
Our Compensation Committee evaluates and recommends to our Board
our compensation philosophy and practices and is charged with
administering our compensation program for our named executive
officers: R. Terry Blakemore, our President and Chief Executive
Officer; Michael McAndrew, our Vice President, Chief Financial
Officer, Treasurer and Secretary; and Francis W. Wertheimber,
our Senior Vice President.
Our Compensation Committee believes that the total executive
compensation package paid to our named executive officers should
be designed to
pay-for-performance
by rewarding the achievement of our short- and long-range goals,
recognizing individual executive performance and contributions
and promoting increased value creation for our stockholders.
Objectives
of Our Compensation Program
In line with our philosophy, our Compensation Committee has
developed the following objectives for our compensation program
which are to:
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attract, develop and retain high quality executives to manage
and grow our business
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link a significant portion of an executives pay to the
performance of the organization through the use of at-risk
performance-based compensation
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Our compensation program rewards our named executive officers
and other key employees for:
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outstanding contributions to the achievement of our goals and
overall success, particularly growth in stock price, annual
profits and cash flow
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successful completion of acquisitions of targeted companies and
their integration into the Company
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Components
of Our Executive Compensation Program
Our Compensation Committee has designed a compensation package
that includes the following elements positioned against the
competitive market as follows:
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base salary positioned below the market median
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annual cash bonus opportunity positioned modestly above the
market median
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long-term incentive values positioned modestly above the market
median
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In designing our compensation program, our Compensation
Committee, in line with our
pay-for-performance
philosophy, has historically placed more emphasis upon at-risk,
variable compensation in the form of annual performance cash
bonuses
and/or
grants of stock options. Our Compensation Committees and
Boards philosophy has been to approve below-market base
salaries and slightly above-market incentive compensation for
our named executive officers. Our Compensation Committees
goal is to deliver total compensation to our named executive
officers (base salary plus annual cash bonus plus long-term
incentives) modestly above market.
Throughout Fiscal 2008 and the first quarter of Fiscal 2009, our
Compensation Committee extensively re-evaluated the nature and
structure of our executive compensation program and the relative
mix of cash and equity incentives to be awarded to our named
executive officers and other key employees, which is described
in
Summary
of Fiscal 2009 Executive Compensation
Decisions. In connection with this evaluation, our
Compensation Committee retained the services of outside
compensation consultants to assist with a review of peer and
broad market executive compensation data and to help us
determine how our executive compensation program, given our
philosophy and culture, should be structured to achieve our
objectives. The structure of our executive program that was
established in Fiscal 2009, providing for a base salary, an
annual cash incentive and a long-term
10
incentive, provided the foundation for the executive
compensation decisions made for Fiscal 2010, which decisions
were consistent with the structure established in Fiscal 2009.
Overview
of Annual Setting of Executive Compensation
Historically, our practices were that the Chief Executive
Officer met with our Compensation Committee and made
recommendations to the committee regarding each element of
compensation to be paid to our named executive officers (other
than our Chief Executive Officer) and other key employees. The
Chief Executive Officers recommendations were based upon
the individuals performance in the prior fiscal year, the
individuals experience, the requirements of the position
and the individuals relative ability to impact our overall
success. Our Compensation Committee considered our Chief
Executive Officers recommendations and further used the
committee members collective knowledge of industry and
market pay practices of similarly-situated executives as well as
our overall compensation philosophy in connection with
developing its recommendation to our Board, for the Boards
review, discussion and approval, regarding each component of
compensation paid to our named executive officers and other key
employees. In the case of our Chief Executive Officer, our
Compensation Committee reviewed the Chief Executive
Officers performance in the prior fiscal year, experience
and impact on our overall success, and used the committee
members collective knowledge of industry and market pay
practices regarding chief executive officer compensation and
made recommendations regarding each element of his compensation
to our Board for review, discussion and approval.
Beginning in Fiscal 2008, our Compensation Committee sought the
advice of outside compensation consultants to assist it with
collecting and reviewing information regarding the executive
compensation programs of a selected group of peer companies
(which are listed below) and to provide it with more general
survey data regarding executive compensation practices for
Fiscal 2009 and beyond. The role of the outside compensation
consultants in our executive compensation processes and
procedures is described under Board of Directors and
Certain Board Committees Compensation
Committee. Our Chief Executive Officer and our Chief
Financial Officer also consult with our Compensation Committee
regarding each element of our executive compensation program. At
our Compensation Committees request, these executives
provide recommendations to our Compensation Committee related to
appropriate financial performance metrics and goals for the
Company to align compensatory programs with our overall business
strategy. Our Compensation Committee also reviews with our Chief
Executive Officer each element of compensation to be paid to our
named executive officers (other than our Chief Executive
Officer) and other key employees. Our Compensation Committee
reviews survey data provided by our compensation consultants and
managements recommendations, along with the committee
members collective knowledge of industry and market pay
practices of similarly-situated executives and our overall
compensation philosophy, in connection with determining its
executive compensation recommendations for each executive
officer. Our Compensation Committee then submits its
recommendations to our Board for review and approval.
We do not have a policy of reducing awards based upon the
amounts realized from prior compensation. Our Compensation
Committee believes that the intended value of an award on its
grant date reflects both the possible upside and the possible
downside of any such award. Likewise, we do not have a policy of
increasing awards based upon amounts not realized from prior
compensation awards.
Summary
of Fiscal 2009 Executive Compensation Decisions
The following is a summary of significant compensation decisions
that were made in Fiscal 2009.
As noted above, throughout Fiscal 2008 and the first quarter of
Fiscal 2009, our Compensation Committee extensively re-evaluated
the nature and structure of our executive compensation program
and the relative mix of cash and equity incentives to be awarded
to our named executive officers and other key employees. In
connection with this evaluation, our Compensation Committee
retained the services of outside compensation consultants to
assist with a review of peer and broad market executive
compensation data and to help us determine how our executive
compensation program, given our philosophy and culture, should
be structured to achieve our objectives.
In making Fiscal 2009 compensation decisions relating to our
named executive officers, our Compensation Committee considered
our executive compensation philosophy of paying below-market
median base salaries and
11
slightly above-market median incentive compensation. Our
Compensation Committee reviewed peer group and survey data
relating to these positions to develop overall compensatory
arrangements for these executives. Our Compensation Committee
also reviewed managements recommendations related to
appropriate financial performance metrics and goals for the
Company to align compensatory programs with our overall business
strategy. Our Compensation Committee considered summary
information of the total compensation paid to our named
executive officers during the prior four (4) fiscal years
and summary data of each named executive officers stock
options position. After discussions with our Chief Executive
Officer and the outside compensation consultants, our
Compensation Committee recommended to our Board for approval the
Fiscal 2009 total direct compensation of the named executive
officers, other than for our Chief Executive Officer. In the
case of our Chief Executive Officer, after review of peer group
and survey data with the compensation consultants in the absence
of our Chief Executive Officer, our Compensation Committee
recommended to our Board for approval the Fiscal 2009 total
direct compensation of our Chief Executive Officer. The
incentive compensation of the named executive officers (annual
cash bonus and long-term incentive compensation) described
below, combined with Fiscal 2009 base salaries, provided for an
overall compensation opportunity for each executive above median
as compared to similarly-situated executives as reflected in the
data provided by the compensation consultants, consistent with
the Companys philosophy.
The list of peer companies which appears below was developed,
after discussions among our Compensation Committee, the
compensation consultants and management, for use, along with
survey data, to assess whether each of the named executive
officers compensation (base salary, annual bonus and
long-term incentive compensation), as well as their total
compensation, was competitive relative to similarly-situated
executives. The peer group utilized for these purposes was
composed of the following companies:
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Acxiom Corporation
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Gartner, Inc.
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ADC Telecommunications, Inc.
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GTSI Corp.
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ARRIS Group, Inc.
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ManTech International Corporation
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Belden Inc.
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MasTec, Inc.
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Brocade Communications Systems, Inc.
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MAXIMUS, Inc.
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CIBER, Inc.
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Novell, Inc.
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Ciena Corporation
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Nu Horizons Electronics Corp.
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Cincinnati Bell Inc.
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Plantronics, Inc.
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CommScope Inc.
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Polycom, Inc.
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Dycom Industries, Inc.
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SAVVIS, Inc.
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These companies were selected because of similarity in industry,
size in terms of revenues and performance to the Company. The
outside compensation consultants also presented our Compensation
Committee with survey data from consulting firms (Towers Perrin,
Mercer Inc. and Watson Wyatt Worldwide, Inc.), which was based
on executive-position match, as another means by which our
Compensation Committee could assess and judge the compensation
paid to our named executive officers.
Base Salaries. Consistent with our
philosophy, our Compensation Committee and Board approved base
salaries for our named executive officers, except for our Senior
Vice President, which were approximately 10% to 15% below the
median base salaries of similarly-situated executives as
reflected in the data provided by the consultants. Due to the
unique nature of the position of the Senior Vice President,
including his status as a local national in Japan, the
appropriate base salary for the Senior Vice President was
determined by the Committee using its discretion and based on
such factors as the individuals contributions,
responsibilities, experience, unique skillset and salary
history. The base salaries established in Fiscal 2009 for our
named executive officers were $550,000 for our Chief Executive
Officer, an increase from $500,000, $315,000 for our Chief
Financial Officer, an increase from $250,000, and $265,000 for
our Senior Vice President, an increase from $250,000.
12
Fiscal 2009 Annual Cash Bonus
Program. In May 2008, our Board
approved an annual cash incentive bonus plan for Fiscal 2009
(the FY09 Annual Incentive Plan). The main objective
of the FY09 Annual Incentive Plan was to motivate our named
executive officers to achieve the Companys overall
operating plan. The performance goals for the FY09 Annual
Incentive Plan were as follows:
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FY09 Annual Incentive Plan
Performance Goals
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Actual FY09
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Threshold (90%
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Target
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Maximum (110%
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Annual
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of Target,
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of Target, except
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Incentive
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except for
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for DSOs)
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Plan
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DSOs)
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Performance
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Operating Earnings Per Share
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$3.51
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$3.15
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$3.50
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$3.85
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Adjusted Operating Margin
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10.6%
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10.2%
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11.3%
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12.4%
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Adjusted EBITDA ($ in millions)
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$103
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$112
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$124
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$136
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Days Sales Outstanding (DSOs)
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71
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73
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68
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63
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For purposes of the FY09 Annual Incentive Plan: operating
earnings per share was defined as net income plus
reconciling items (after-tax), divided by weighted average
shares of Common Stock outstanding (diluted), with reconciling
items for the FY09 Annual Incentive Plan including restructuring
charges, amortization of intangible assets on acquisitions,
stock-based compensation expense, asset
write-up
depreciation expense on acquisitions, historical stock option
granting practices investigation and related costs, the change
in fair value of our interest-rate swap and Section 409A of
the Code (Section 409A) expenses;
adjusted operating margin was defined as operating
income plus reconciling items (pre-tax), divided by total
revenues; and adjusted EBITDA was defined as net
income before provision for income taxes plus interest,
depreciation and amortization plus stock-based compensation
expense. DSOs is an internal management calculation
based on the balances in net accounts receivable, costs in
excess of billings and billings in excess of costs at the end of
the measurement period. This metric essentially measures the
average number of days for the Company to receive payment after
revenue has been recognized. These performance goals were
equally weighted.
Under the FY09 Annual Incentive Plan, the achievement of the
performance goals at the threshold level would have resulted in
a payout of 50% of targeted annual bonus, the achievement of the
performance goals at the target level would have resulted in a
payout of 100% of targeted annual bonus and the achievement of
the performance goals at the maximum level would have resulted
in a payout of 150% of targeted annual bonus. The targeted
annual bonus award levels under the FY09 Annual Incentive Plan
for the Companys named executive officers were as follows:
our Chief Executive Officer 100% of base salary or
$550,000; our Chief Financial Officer 80% of base
salary or $252,000; and our Senior Vice President
50% of base salary or $132,500. This is the cash bonus that the
executive would have received if each performance goal was
achieved at the target level.
In Fiscal 2009, our operating earnings per share were
$3.511 or
100% of target, adjusted operating margin was
10.6%2,
or 94% of the target, our adjusted EBITDA was
$103 million3,
or 83% of the target, and our DSOs were
1 Operating
earnings per share of $3.51 was computed as Net income of
$45,309,000 plus reconciling items, after-tax of $16,135,000,
divided by weighted average common shares outstanding (diluted)
of approximately 17,500,000.
2 Adjusted
operating margin of 10.6% was computed as operating income of
$80,003,000 plus reconciling items (pre-tax) of $25,603,000,
divided by total revenues of $999,548,000.
3 Adjusted
EBITDA of $103,206,000 was computed as income before provision
for income taxes of $69,163,000 plus interest of $10,279,000,
depreciation and amortization of $20,722,000 and stock-based
compensation expense of $3,042,000.
13
71 days4,
or 96% of the target. In the first quarter of Fiscal 2010, our
Compensation Committee met to review our performance under the
FY09 Annual Incentive Plan and determined that such performance
resulted in a pay-out under the FY09 Annual Incentive Plan of
60% of each named executive officers targeted
compensation. Our Compensation Committee then recommended to our
Board, and our Board approved, the following pay-outs under our
FY09 Annual Incentive Plan: $330,000 to our Chief Executive
Officer; $151,000 to our Chief Financial Officer; and $80,000 to
our Senior Vice President.
Long-Term Incentive Program. In
Fiscal 2008 and Fiscal 2009, as part of its engagement, our
outside compensation consultants discussed the Companys
historical compensation practices with key employees, including
the named executive officers, and with certain members of our
Board. In meetings with the outside compensation consultants,
our Compensation Committee and management concluded that our
historical reliance on stock options as the sole long-term
compensation vehicle had not achieved the desired objectives and
had created a mismatch between the perceived and real value of
the option program and the accounting expense associated with
the program. The consultants further noted that the significant
reliance on stock options had resulted in a total rewards
program that was below market with grant practices which had
been historically inconsistent. Further, the consultants noted
that there was a view, based on their interviews of our
personnel, that the value of stock options is subject to
external forces beyond the control of employees even when we
perform well financially. The outside compensation consultants
also discussed market trends in long-term compensation mix,
including the use of multiple long-term incentive vehicles and
the use of full-value shares in the long-term incentive
compensation program, and provided our Compensation Committee
with an overview of prevalent vehicles. After gaining an
understanding of the desired objectives of the long-term
incentive program, the consultants recommended the use of
different long-term incentive vehicles, including the use of
full-value shares in addition to stock options, to better align
the program with the desired objectives and to align the program
with the performance of the Company from both an internal
financial performance perspective and an external shareholder
return perspective. The stated objectives of the program are to:
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attract and retain key executives;
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align compensation with shareholder value creation;
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build Company ownership among the executive team;
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create a strong linkage between internal financial performance
and the level of compensation provided;
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manage the shareholder-approved stock plan share reserve
efficiently; and
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maximize the executives perceived value of an equity award
with financial statement accounting expense.
|
Our Compensation Committee selected the use of time-vesting
restricted stock, stock options and performance share awards to
achieve these objectives under the new long-term incentive
program.
Based on the limitations of the then existing Employee Plan as
the only current stockholder-approved long-term compensation
plan for our named executive officers, the compensation
consultants recommended, and our Compensation Committee agreed,
that the transition of the Companys new long-term
incentive program utilizing other compensation vehicles to
supplement the use of stock options should occur over a two-year
period. In Fiscal 2009, the long-term incentive program used
stock options as the only equity-based compensation vehicle as
restricted stock and performance share awards were not available
under the Employee Plan. In such discussion, it was contemplated
that other long-term incentive compensation vehicles could be
utilized in future years, subject to stockholder approval of a
plan providing for such compensation vehicles. (Those
discussions led to the recommendation from our Compensation
Committee and our Board that our stockholders approve the
Incentive Plan, and the Incentive Plan was approved by our
stockholders at our annual meeting in August 2008.) While the
new long-term incentive program (consisting of time-vesting
restricted stock, stock options and performance share awards as
explained above) would be fully implemented in Fiscal 2010
assuming shareholder approval of the Incentive Plan, our
Compensation Committee developed an interim plan for Fiscal 2009
which would utilize a cash-based
4 DSOs
of 71 days includes Costs/estimated earnings in
excess of billings on uncompleted contracts and
Billings in excess of costs/estimated earnings on
uncompleted contracts as reflected on our balance sheet at
March 31, 2009.
14
performance award in lieu of full-value share awards (restricted
stock and performance share awards) in addition to stock options.
Accordingly, after discussions among our Compensation Committee,
management and the outside compensation consultants, our
Compensation Committee recommended and our Board approved an
interim Long-Term Incentive Program for Fiscal 2009 (the
FY09 LTIP). The FY09 LTIP was comprised of a cash
performance award representing 60% of the award and a stock
option grant representing 40% of the award, which design
reflected our Compensation Committees view that we needed
to use more than one type of long-term incentive vehicle. The
cash performance award will be earned based on the
Companys cumulative adjusted EBITDA for the two fiscal
years ending March 31, 2010, and will be paid out at 50% of
the targeted cash award based on achievement of 75% of the
adjusted EBITDA target, 100% of the targeted cash award based on
achievement of 100% of the adjusted EBITDA target and 150% of
the targeted cash award based on achievement of 120% of the
adjusted EBITDA target. The Committee believes that adjusted
EBITDA, an important measure for evaluating the profitability of
the Company, and stock price appreciation, a requirement for
success under our stock option awards, appropriately link our
executives long-term compensation programs with the
creation of stockholder value.
Following Board review and approval, our Compensation Committee
made the following awards under the FY09 LTIP to the
Companys named executive officers: our Chief Executive
Officer a targeted cash award of $1,200,000 and a
stock option grant for 80,000 shares of Common Stock, with
an exercise price of $28.93 per share; our Chief Financial
Officer a targeted cash award of $300,000 and a
stock option grant for 20,000 shares of Common Stock with
an exercise price of $28.93 per share; and our Senior Vice
President a targeted cash award of $150,000 and a
stock option grant for 10,000 shares of Common Stock with
an exercise price of $28.93 per share. The stock options granted
pursuant to the FY09 LTIP vest over a three-year period. These
awards were granted on May 28, 2008 and are reflected in
the Grants of Plan-Based Awards Fiscal
2009 table in this proxy statement.
At the time of establishment of the FY09 LTIP, management
believed that these performance goals for the cash performance
award were likely to be achieved at 90% of target, were
challenging but achievable at 100% of target (but would require
successful implementation of our mergers &
acquisitions program) and were remotely achievable at 110% of
target. As a result of the overall general decline in the
economy, it is now believed that achievement of the adjusted
EBITDA target even at threshold level is remote.
In Fiscal 2008, as a result of the Companys ongoing review
of its historical stock option granting practices and the
above-mentioned re-evaluation of the nature and structure of our
executive compensation program and the relative mix of cash and
equity incentives to be awarded to our named executive officers
and other key employees, our Compensation Committee did not make
any new grants of stock options to our named executive officers,
although Mr. Blakemore received stock options identical to
and in exchange for cancelled stock options in order to
remediate the adverse tax consequences of Section 409A.
Subsequent to Fiscal 2008, however, our Compensation Committee
and Board determined to make grants of stock options to our
named executive officers and other key employees to compensate
them for their efforts over the preceding two-year period during
which no long-term incentive compensation had been provided. In
determining the number of stock options to grant to our named
executive officers, our Compensation Committee, as it had
historically done, took into consideration individual
performance, the individuals contribution to our financial
performance for the fiscal year, the historical number of stock
options granted for such position, the shares available for
grant under the Employee Plan and the Black-Scholes value of
such options. Based on such considerations, in May 2008, our
Compensation Committee and Board approved stock option grants to
our named executive officers. These stock option awards had a
grant date of May 27, 2008 and are reflected in the
Grants of Plan-Based Awards Fiscal
2009 table in this proxy statement.
Description
of Compensation Practices and Policies for Fiscal 2010
As noted above, in Fiscal 2009, our Compensation Committee, with
the assistance of its outside compensation consultants,
extensively re-evaluated the nature and structure of our
executive compensation program and the relative mix of cash and
equity incentives to be awarded to our named executive officers
and other key employees. Compensation decisions with respect to
Fiscal 2010 continued the program that began in Fiscal 2009; in
Fiscal 2010, our Compensation Committee had the ability to make
a variety of equity and cash awards that could have tax
advantages to the Company under the Incentive Plan approved by
the Companys stockholders in August 2008.
15
With the Incentive Plan, our Compensation Committee may now
choose from equity incentive awards which most appropriately fit
with our compensation philosophy, achieve our corporate
objectives with the executive compensation program, provide
awards that are competitive to attract and retain executive
talent relative to our peers, align our compensation practices
with market trends and provide tax efficiencies.
Similar to Fiscal 2009, in making Fiscal 2010 compensation
decisions relating to our named executive officers, our
Compensation Committee considered our executive compensation
philosophy of paying below-market base salaries and slightly
above-market incentive compensation. Based on advice from our
compensation consultants that the data remained relevant, our
Compensation Committee reviewed the same peer group and survey
data developed in Fiscal 2009 (including the peer group listed
in Summary of Fiscal 2009 Executive Compensation
Decisions above) relating to these positions to
develop overall compensatory arrangements for these executives.
Our Compensation Committee also reviewed managements
recommendations related to appropriate financial performance
metrics and goals for the Company to align compensatory programs
with our overall business strategy. Our Compensation Committee
considered summary information of the total compensation paid to
our named executive officers during the prior four
(4) fiscal years and summary data of each named executive
officers stock options position. Our Compensation
Committee discussed with our Chief Executive Officer proposals
relating to the compensation of our named executive officers
(other than the Chief Executive Officer). After discussions with
our Chief Executive Officer and the outside compensation
consultants, our Compensation Committee recommended to our Board
for approval the Fiscal 2010 total direct compensation of the
named executive officers, other than for our Chief Executive
Officer, described below and, in the case of our Chief Executive
Officer, after review of peer group and survey data with the
compensation consultants in the absence of our Chief Executive
Officer, our Compensation Committee recommended to our Board for
approval the Fiscal 2010 total direct compensation of our Chief
Executive Officer described below. Our Compensation Committee
believes that the incentive compensation of the named executive
officers (annual cash bonus and long-term incentive
compensation) described below, combined with Fiscal 2010 base
salaries, provides for compensation opportunity for each
executive above median as compared to similarly-situated
executives as reflected in the data provided by the consultants,
consistent with our executive compensation philosophy.
Base Salaries. A determination was
made that the base salaries approved for our named executive
offices in Fiscal 2009 were appropriate for Fiscal 2010.
Accordingly, no change was made in the base salaries of our
named executive officers.
Annual Cash Bonus Program. At the
recommendation of our Compensation Committee, in May 2009, our
Board approved an annual cash incentive bonus plan for Fiscal
2010 (the FY10 Annual Incentive Plan) similar to the
FY09 Annual Incentive Plan. The main objective of the FY10
Annual Incentive Plan is to motivate our named executive
officers to achieve the Companys overall operating plan.
The performance goals for the Annual Incentive Plan are, as
defined below, operating earnings per share,
adjusted operating margin percent, adjusted
EBITDA and DSOs. For the FY10 Annual Incentive
Plan, operating earnings per share means
operating net income divided by weighted average
common shares outstanding (diluted), with operating net
income meaning net income plus the Reconciling Items (as
defined below); adjusted operating margin percent
means operating income plus Reconciling Items, divided by total
revenues; adjusted EBITDA means EBITDA (net income
before provision for income taxes plus interest, depreciation
and amortization) plus Reconciling Items; and DSOs
is an internal management calculation based on the balances in
net accounts receivable, costs in excess of billings and
billings in excess of costs at the end of the measurement
period. Reconciling Items means employee severance
costs, amortization of intangible assets on acquisitions,
stock-based compensation expense, asset
write-up
depreciation expense on acquisitions, costs and expenses
associated with the historical stock option granting practices
investigation and related matters and certain other identified
legal matters, the change in fair value of our interest-rate
swap, pension plan funding expenses, the impact of current
audits by the Internal Revenue Service and the impact of any
goodwill impairment.
The performance goals for the FY10 Annual Incentive Plan will be
equally weighted. Under the FY10 Annual Incentive Plan, the
achievement of the performance goals at 80% of target (90% of
target for the DSOs performance goal) will result in a payout of
50% of targeted annual bonus, the achievement of the performance
goals at 100% of target will result in a payout of 100% of
targeted annual bonus and the achievement of the performance
goals at 120% of target (110% of target for the DSOs performance
goal) will result in a payout of 150% of targeted annual
16
bonus. These performance goals are likely to be achieved at 80%
of target (90% of target for the DSOs performance goal), are
challenging but achievable at 100% of target but require
successful implementation of our mergers &
acquisitions program and are remotely achievable at 120% of
target (110% of target for the DSOs performance goal).
Our Board made targeted annual bonus awards under the FY10
Annual Incentive Plan to the Companys named executive
officers as follows: our Chief Executive Officer
100% of base salary or $550,000; our Chief Financial
Officer 80% of base salary or $252,000; and our
Senior Vice President 50% of base salary or
$132,500. These award levels were the same as the award levels
made under the FY09 Annual Incentive Plan. Key, non-executive
employees are also participating in the FY10 Annual Incentive
Plan generally on the same terms as the named executive officers.
Long-Term Incentive Program. As
noted above, the approval by our stockholders of the Incentive
Plan in August 2008 provided our Compensation Committee with the
ability in Fiscal 2010 to make a variety of equity and cash
awards which most appropriately fit with our compensation
philosophy, achieve our corporate objectives with the executive
compensation program, provide awards that are competitive to
attract and retain executive talent relative to our peers, align
our compensation practices with market trends and provide tax
efficiencies. Given the flexibility of the new Incentive Plan,
our Compensation Committee discussed with management and the
outside compensation consultants various equity-based long-term
incentive awards that would be appropriate to achieve our
objectives consistent with our compensation philosophy. These
objectives for the long-term incentive program include
facilitating the achievement of long-range goals, promoting
value creation for our stockholders, providing certain long-term
incentive that is independent of the Companys stock price
and providing an overall above-median compensation opportunity
through the use of above-market long-term compensation along
with below-market base salaries. Our Compensation Committee also
discussed the overall uncertainty in the general economy, which
led to a discussion of the appropriate length of the long-term
program and a conclusion that a portion of the long-term
incentive should be earned based on Company performance relative
to a peer group.
Consistent with the foregoing, after discussions among our
Compensation Committee, management and the outside compensation
consultants, our Compensation Committee recommended and our
Board approved a new Long-Term Incentive Program for Fiscal 2010
(the FY10 LTIP) which includes the use of
performance share awards that measure performance for the two
fiscal years ending March 31, 2011. Our Compensation
Committees intent is to measure performance over a
three-year period; however, given the uncertainty in the economy
and its impact on establishing long-term goals, our Compensation
Committee decided to measure performance over a two-year period
for FY10 LTIP performance share awards. The FY10 LTIP is
comprised of a restricted stock unit grant payable in shares of
Common Stock representing 20% of the award, a stock option grant
representing 30% of the award and a performance share award (the
Performance Award) representing, at the target level
payout at the time of grant, 50% of the award and payable in
shares of Common Stock. Since the number of shares payable under
the Performance Award was determined as of the date of grant,
the named executive officers are at risk for market changes in
the value of Common Stock during the performance period which
will affect the value of the Performance Award.
The restricted stock units and stock options granted pursuant to
the FY10 LTIP will vest in equal increments over three years.
The payout on the Performance Awards will be based on
(i) the Companys performance relative to a cumulative
adjusted EBITDA goal (the EBITDA Goal) and
(ii) the Companys total shareholder return
(TSR) relative to the peer group of companies listed
in Summary of Fiscal 2009 Executive Compensation
Decisions. These two (2) performance goals will
be equally weighted. As a result, for purposes of determining
the payout of the Performance Awards: (A) the achievement
of 75% of the EBITDA Goal will result in a payout of 25% of the
targeted Performance Award, the achievement of 100% of the
EBITDA Goal will result in a payout of 50% of the targeted
Performance Award and the achievement of 120% of the EBITDA Goal
will result in a payout of 75% of the targeted Performance
Award; and (B) the ranking of the Companys TSR in the
25th percentile of the peer groups TSR will result in
a payout of 25% of the targeted Performance Award, the ranking
of the Companys TSR at the median level of performance of
the Companys TSR as compared to the peer groups TSR
will result in a payout of 50% of the targeted Performance Award
and the ranking of the Companys TSR in the
75th percentile of the peer groups TSR will result in
a payout of 75% of the targeted Performance Award.
17
Following Board review and approval, our Compensation Committee
approved the following awards under the FY10 LTIP to the
Companys named executive officers: our Chief Executive
Officer received a restricted stock unit award of
16,000 shares of Common Stock, a stock option grant for
67,000 shares of Common Stock and a Performance Award of
40,000 shares of Common Stock; our Chief Financial Officer
received a restricted stock unit award of 4,000 shares of
Common Stock, a stock option grant for 17,000 shares of
Common Stock and a Performance Award of 10,000 shares of
Common Stock; and our Senior Vice President received a
restricted stock unit award of 2,000 shares of Common
Stock, a stock option grant for 8,000 shares of Common
Stock and a Performance Award of 5,000 shares of Common
Stock. Key, non-executive employees are also participating in
the FY10 LTIP generally on the same relative basis as the named
executive officers. Our Compensation Committee also discussed
the timing of these awards and determined that the grant date
should be after the Companys earnings release regarding
its Fiscal 2009 financial results. Accordingly, all such awards
were granted on May 26, 2009. The stock options were
granted with an exercise price of $33.11 per share, the fair
market value of Common Stock on the grant date.
The EBITDA Goal for the Performance Award is likely to be
achieved at 75% of target, is challenging but achievable at 100%
of target (but will require successful implementation of our
mergers & acquisitions program) and is remotely
achievable at 120% of target.
Executive
Stock Ownership Guidelines
To further achieve the objective of building our named executive
officers ownership in shares of Common Stock, thereby more
closely aligning the interests of our named executives with
those of our stockholders, our Compensation Committee reviewed
with the compensation consultants various forms of stock
ownership or retention guidelines for our named executive
officers. After discussions with management and the compensation
consultants, our Compensation Committee recommended, and our
Board approved, executive stock ownership guidelines that
utilize a retention approach. Under these guidelines, our named
executive officers are required to hold, until retirement, but
subject to diversification at age 60, 50% of the net,
after-tax shares of Common Stock issued to them pursuant to
performance share awards and restricted stock awards/units.
Retirement
Benefits
We generally do not have a Company-funded post-retirement
medical benefits program or a defined benefit pension program
for our key employees. Mr. Blakemore participates in the
Retirement and Security Program of the National
Telecommunications Cooperative Association (the NTCA
Plan), a multiple employer pension plan in which the
subsidiary of the Company that employs Mr. Blakemore
participates as a contributing employer. Mr. Blakemore
participated in such plan at the time of the Companys
acquisition of this subsidiary in 1999. Mr. Wertheimber is
a citizen of Japan and, under Japanese law, must enroll in
Japans national pension system to which we make
contributions. Mr. McAndrew participates in a defined
contribution plan similar to most Company employees.
Perquisites
The Company does not provide any perquisites to executives who
reside in the United States. The Company does provide an
automobile benefit to the Senior Vice President who is a local
national in Japan, which is a customary practice in that country.
Change-in-Control
and Employment Termination Arrangements
We entered into agreements with Mr. Wertheimber in November
2004 and with Messrs. McAndrew and Blakemore in May 2007.
In October 2007, our Board approved a revised compensatory
arrangement for Mr. Blakemore in connection with his
selection to the positions of President and Chief Executive
Officer. After discussion, our Compensation Committee and Board
determined to amend Mr. Blakemores agreement to
provide that severance would be due to Mr. Blakemore upon
termination of employment by us (other than due to death,
disability, retirement or for cause) or by Mr. Blakemore
for good reason, in each case prior to a
change-in-control
of the Company. Our Compensation Committee and Board approved
this amendment to our Chief Executive Officers
18
agreement as an inducement for him to accept the positions of
President and Chief Executive Officer with us.
Mr. McAndrews agreement was amended and restated in
December 2008 to comply with Section 409A (or certain
exceptions thereto).
The agreements with Messrs. Wertheimber, McAndrew and
Blakemore generally provide for certain benefits to these named
executive officers in the event that their respective employment
is terminated within two (2) years of a
change-in-control
either by (i) us for a reason other than cause, death,
disability or retirement or (ii) the named executive
officers resignation for good reason.
Our Compensation Committee and our Board approved these
agreements and
change-in-control
and employment termination provisions in our compensation
arrangements to reduce the distraction regarding the impact of
such a transaction on the personal situation of a named
executive officer and to provide incentives to them to remain
with us through the consummation of a
change-in-control
transaction, if any. The level of severance provided, should the
executive be terminated prior to or within two years following a
change-in-control,
aligns with the level commonly provided in the market.
For a more detailed description of the
change-in-control
arrangements with our named executive officers, see
Potential Payments Upon Termination or
Change-in-Control.
Other
Matters
Section 409A generally provides that amounts deferred under
nonqualified deferred compensation arrangements will be subject
to accelerated income recognition, interest and substantial
penalties unless the arrangement satisfies certain design and
operational requirements. We have modified our compensatory
arrangements as necessary so that compensation payable under the
arrangements is not subject to taxation under Section 409A.
These amendments were not intended to increase the benefits
payable under our plans and arrangements.
Section 162(m) of the Code
(Section 162(m)) provides that a publicly
traded corporation may not deduct from its federal income taxes
compensation in excess of $1 million for amounts paid to
each of its chief executive officer or to any of the three
highest compensated officers other than the chief executive
officer unless such excess compensation is
performance-based. Among other requirements, for
compensation to be performance-based for purposes of
Section 162(m), the performance goals must be
pre-established and objective. The awards made pursuant to the
FY10 Annual Incentive Plan and the FY10 LTIP were issued
pursuant to the Incentive Plan and, other than the restricted
stock units, are intended to be performance-based
for purposes of Section 162(m). Our Compensation Committee
or Board also may provide incentive compensation that is not
performance-based for purposes of
Section 162(m) and therefore not deductible for federal
income tax purposes to the extent that non-deductible
compensation is in excess of the $1 million limitation.
Report of
the Compensation Committee
Our Compensation Committee reviewed and discussed with
management the Compensation Discussion and Analysis set
forth in this proxy statement. Based on the foregoing review and
discussions, our Compensation Committee recommended to our Board
that the Compensation Discussion and Analysis be included
in this proxy statement.
The information contained in this report does not constitute
soliciting material and should not be deemed filed or
incorporated by reference into any other Company filing under
the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent the
Company specifically incorporates it by reference into such
filing.
Compensation Committee:
Thomas W. Golonski, Chairman
Richard L. Crouch
Thomas G. Greig
19
SUMMARY
COMPENSATION TABLE FISCAL 2009, FISCAL 2008 and
FISCAL 2007
The following table sets forth cash compensation paid by us and
our subsidiaries, as well as other compensation paid or accrued
during Fiscal 2009, Fiscal 2008 and the fiscal year ended
March 31, 2007 (Fiscal 2007) to (i) R.
Terry Blakemore, our President and Chief Executive Officer,
(ii) our principal financial officer, Michael McAndrew and
(iii) Francis W. Wertheimber, an executive officer at the
end of Fiscal 2009 who received total compensation (determined
in accordance with SEC rules) in Fiscal 2009 that exceeded
$100,000 (each, a Named Executive Officer). Such
compensation was paid for services rendered in all capacities to
us and our subsidiaries:
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Name and Principal Position
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Year
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Salary
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Bonus
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Option
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Non-Equity
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Change in
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All Other
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Total
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($)
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($)
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Awards(1)
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Incentive
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Pension
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Compensation
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($)
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($)
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Plan
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Value and
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($)
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Compensation
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Nonqualified
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($)
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Deferred
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Compensation
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Earnings
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($)
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R. Terry
Blakemore,
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2009
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526,731
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361,929
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330,000
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413,162
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(3)
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18,823
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(4)
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1,650,645
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2008
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367,307
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150,000
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(2)
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38,231
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43,000
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221,938
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(3)
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16,471
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(4)
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836,947
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2007
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186,058
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351,482
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100,000
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152,746
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(3)
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13,282
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(4)
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803,568
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Michael
McAndrew,
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2009
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294,134
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220,686
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151,000
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5,358
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(5)
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671,178
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Vice President,
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2008
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250,000
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145,120
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43,000
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56,470
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(6)
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494,590
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Chief Financial Officer,
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2007
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164,959
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286,697
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4,663
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(5)
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456,319
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Treasurer and Secretary
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Francis W.
Wertheimber,
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2009
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315,373
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(7)
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139,749
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80,000
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35,875
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(7)(8)
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570,997
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2008
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295,030
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(7)
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108,341
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43,000
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32,287
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(7)(8)
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478,658
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2007
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217,759
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(7)
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100,000
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299,801
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59,509
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(7)(8)
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677,069
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(1)
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Reflects the dollar amount recognized for financial statement
reporting purposes in accordance with SFAS 123(R) and,
thus, includes amounts from awards granted in and prior to the
year referenced. For Fiscal 2009, the weighted-average
assumptions underlying the valuation of the stock options under
the Black-Scholes option pricing model are as follows: expected
life of 4.57 years; volatility of 29.76%; a risk-free
interest rate of 3.24%; and a dividend yield of 0.664%. For
Fiscal 2008, the weighted-average assumptions underlying the
valuation of the stock options under the Black-Scholes option
pricing model are as follows: expected life of 5.24 years;
volatility of 52.59%; a risk-free interest rate of 4.20%; and a
dividend yield of 0.6%. For Fiscal 2007, see Note 14 of the
Notes to the Consolidated Financial Statements in our Annual
Report on
Form 10-K
for Fiscal 2007 regarding weighted-average assumptions
underlying the valuation of stock options granted in Fiscal 2007. |
|
|
|
(2) |
|
Mr. Blakemore received a $75,000 bonus when he agreed to
serve as Interim President and Chief Executive Officer on
May 21, 2007 and received an additional $75,000 bonus when
he agreed to become the Companys President and Chief
Executive Officer on October 13, 2007. |
|
(3) |
|
Mr. Blakemore participates in the NTCA Plan. One of our
subsidiaries is a member of the National Telecommunications
Cooperative Association, which sponsors the NTCA Plan, a
multiple employer pension plan in which such subsidiary
participates as a contributing employer. The amount in this
column for Fiscal 2009 represents the aggregate change in
actuarial present value of his accumulated benefits under the
NTCA Plan from December 31, 2007 to December 31, 2008
(the last day of the NTCA Plans most-recently completed
fiscal year), the amount in this column for Fiscal 2008
represents the aggregate change in actuarial present value of
his accumulated benefits under the NTCA Plan from
December 31, 2006 to December 31, 2007 and the amount
in this column for Fiscal 2007 represents the aggregate change
in actuarial present value of his accumulated benefits under the
NTCA Plan from December 31, 2005 to December 31, 2006.
For more information regarding the NTCA Plan and the assumptions
used to calculate this amount, see the Pension Benefits
Table and Understanding Our Pension Benefits
Table in this proxy statement. |
20
|
|
|
(4) |
|
Represents the Companys contributions to the NTCA Plan
($16,800 in Fiscal 2009) and payments for life insurance
premiums. |
|
(5) |
|
Represents amounts paid by us for the individual under a 401(k)
plan and payments for life insurance premiums. |
|
(6) |
|
Represents amounts paid by us for the individual under a 401(k)
plan and payments for life insurance premiums. Also includes
$51,343 representing a payment to Mr. McAndrew to reimburse
him (including a tax
gross-up)
for the adverse tax effects of Section 409A with regard to
one stock option exercised by him in Fiscal 2008. |
|
(7) |
|
Represents amounts paid in Japanese yen and converted to U.S.
dollars using an exchange rate as of March 31, 2009 of
0.010106 U.S. dollars for each Japanese yen for Fiscal 2009, an
exchange rate as of March 31, 2008 of .010031 U.S. dollars
for each Japanese yen for Fiscal 2008 and an exchange rate as of
March 31, 2007 of .008486 U.S. dollars for each Japanese
yen for Fiscal 2007. |
|
(8) |
|
Mr. Wertheimber is a resident of Japan and, under Japanese
law, must enroll in Japans national pension system to
which we make contributions. For Fiscal 2009, we contributed to
this pension system on his behalf and provided payments for life
insurance premiums. We also provided him with a vehicle
allowance and paid certain other vehicle-related expenses
totaling $29,804 for Fiscal 2009. |
GRANTS OF
PLAN-BASED AWARDS FISCAL 2009
The following table sets forth each grant of awards made to our
Named Executive Officers in Fiscal 2009 under plans established
by us:
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Name
|
|
|
Grant Date
|
|
|
Compen-
|
|
|
Estimated Future Payouts Under
|
|
|
All Other
|
|
|
Exercise or
|
|
|
Closing
|
|
|
Grant Date
|
|
|
|
|
|
|
sation
|
|
|
Non-Equity Incentive Plan Awards
|
|
|
Option
|
|
|
Base
|
|
|
Market
|
|
|
Fair Value of
|
|
|
|
|
|
|
Committee
|
|
|
|
|
|
Awards:
|
|
|
Price of
|
|
|
Price on
|
|
|
Stock and
|
|
|
|
|
|
|
Action
|
|
|
|
|
|
Number of
|
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|
Option
|
|
|
the Date
|
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|
Option
|
|
|
|
|
|
|
Date
|
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|
|
|
|
Securities
|
|
|
Awards
|
|
|
of
|
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|
Awards
|
|
|
|
|
|
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|
|
|
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|
|
Underlying
|
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|
($/Sh)
|
|
|
Grant(2)
|
|
|
($)
|
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|
|
|
|
|
|
|
|
|
|
|
Options(1)
|
|
|
|
|
|
($/Sh)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(#)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Terry
Blakemore,
|
|
|
|
05/27/2008
|
|
|
|
05/13/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000
|
|
|
|
|
28.71
|
|
|
|
|
29.31
|
|
|
|
|
635,745
|
|
President and Chief
|
|
|
|
05/28/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
|
|
28.93
|
|
|
|
|
|
|
|
|
|
684,424
|
|
Executive Officer
|
|
|
|
05/28/2008
|
(3)
|
|
|
|
|
|
|
275,000
|
|
|
|
|
550,000
|
|
|
|
|
825,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
05/28/2008
|
(4)
|
|
|
|
|
|
|
600,000
|
|
|
|
|
1,200,000
|
|
|
|
|
1,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
McAndrew,
|
|
|
|
05/27/2008
|
|
|
|
05/13/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
28.71
|
|
|
|
|
29.31
|
|
|
|
|
423,830
|
|
Vice President,
|
|
|
|
05/28/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
28.93
|
|
|
|
|
|
|
|
|
|
171,106
|
|
Chief Financial
|
|
|
|
05/28/2008
|
(3)
|
|
|
|
|
|
|
126,000
|
|
|
|
|
252,000
|
|
|
|
|
378,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer, Treasurer
|
|
|
|
05/28/2008
|
(4)
|
|
|
|
|
|
|
150,000
|
|
|
|
|
300,000
|
|
|
|
|
450,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
05/27/2008
|
|
|
|
05/13/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
28.71
|
|
|
|
|
29.31
|
|
|
|
|
423,830
|
|
Senior Vice President
|
|
|
|
05/28/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
|
28.93
|
|
|
|
|
|
|
|
|
|
85,553
|
|
|
|
|
|
05/28/2008
|
(3)
|
|
|
|
|
|
|
66,250
|
|
|
|
|
132,500
|
|
|
|
|
198,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
05/28/2008
|
(4)
|
|
|
|
|
|
|
75,000
|
|
|
|
|
150,000
|
|
|
|
|
225,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Our Board and our stockholders have adopted the Incentive Plan,
which replaced both our Employee Plan and our Director Plan. The
Incentive Plan provides for the issuance of stock options, stock
appreciation rights, restricted stock, restricted stock units,
performance grants (cash and equity) and other share-based
awards covering up to approximately 2,095,000 shares of
Common Stock as of March 31, 2009 (subject to appropriate
adjustments in the event of stock splits, stock dividends and
similar dilutive events). |
|
(2)
|
|
The SEC rules require the Company to disclose whether the
exercise price of an option award is less than the closing
market price of the underlying security on the date of grant.
Under the Employee Plan, the fair market value of an option
grant is determined by averaging the high and low sales price of
the Companys |
21
|
|
|
|
|
Common Stock on the grant date. The grants made to
Messrs. Blakemore, McAndrew and Wertheimber on May 27,
2008 were made at fair market value as determined in accordance
with the Employee Plan. |
|
(3)
|
|
The amounts listed in this row represent the estimated future
payouts under the FY09 Annual Incentive Plan which was
recommended by our Compensation Committee and approved by our
Board on May 28, 2008. For the actual amount paid pursuant
to this award, see the Non-Equity Incentive Plan
Compensation column of the Summary Compensation Table. |
|
(4)
|
|
The amounts listed in this row represent the threshold, target
and maximum payments that may be made to Messrs. Blakemore,
McAndrew and Wertheimber pursuant to the performance cash award
under the FY09 LTIP for the two fiscal years ending
March 31, 2010 which was recommended by our Compensation
Committee and approved by our Board on May 28, 2008. For a
description of the FY09 LTIP, see the Compensation
Discussion and Analysis section of this proxy
statement. |
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END FISCAL
2009
The following table sets forth all unexercised stock options
which have been awarded by us to our Named Executive Officers
and are outstanding as of March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
Name
|
|
|
Number of Securities
|
|
|
Number of Securities
|
|
|
Option
|
|
|
Option
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Exercise Price
|
|
|
Expiration
|
|
|
|
Unexercised Options
|
|
|
Unexercised Options
|
|
|
($)
|
|
|
Date
|
|
|
|
(#)
|
|
|
(#)
|
|
|
|
|
|
|
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,667
|
|
|
|
|
|
|
|
|
34.2900
|
|
|
08/11/2014
|
|
|
|
|
60,000
|
|
|
|
|
|
|
|
|
39.7700
|
|
|
10/31/2015
|
|
|
|
|
|
|
|
|
|
75,000
|
(1)
|
|
|
28.7100
|
|
|
05/27/2018
|
|
|
|
|
|
|
|
|
|
80,000
|
(2)
|
|
|
28.9300
|
|
|
05/28/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
|
|
|
|
|
|
|
45.0625
|
|
|
08/30/2009
|
|
|
|
|
8,552
|
|
|
|
|
|
|
|
|
42.2500
|
|
|
10/11/2010
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
41.4500
|
|
|
09/21/2011
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
42.9300
|
|
|
10/01/2013
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
39.7700
|
|
|
10/31/2015
|
|
|
|
|
6,666
|
|
|
|
|
3,334
|
(3)
|
|
|
38.9650
|
|
|
06/15/2016
|
|
|
|
|
|
|
|
|
|
50,000
|
(4)
|
|
|
28.7100
|
|
|
05/27/2018
|
|
|
|
|
|
|
|
|
|
20,000
|
(5)
|
|
|
28.9300
|
|
|
05/28/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
45.0625
|
|
|
08/30/2009
|
|
|
|
|
21,772
|
|
|
|
|
|
|
|
|
42.2500
|
|
|
10/11/2010
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
41.4500
|
|
|
09/21/2011
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
44.3700
|
|
|
11/13/2012
|
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
44.9100
|
|
|
12/19/2012
|
|
|
|
|
35,000
|
|
|
|
|
|
|
|
|
40.5500
|
|
|
10/01/2013
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
34.2900
|
|
|
08/11/2014
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
39.7700
|
|
|
10/31/2015
|
|
|
|
|
|
|
|
|
|
50,000
|
(4)
|
|
|
28.7100
|
|
|
05/27/2018
|
|
|
|
|
|
|
|
|
|
10,000
|
(6)
|
|
|
28.9300
|
|
|
05/28/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
These options vest in three (3) annual installments of
25,000, 25,000 and 25,000 on May 27, 2009, May 27,
2010 and May 27, 2011, respectively. |
|
(2)
|
|
These options vest in three (3) annual installments of
26,666, 26,667 and 26,667 on May 28, 2009, May 28,
2010 and May 28, 2011, respectively. |
|
(3)
|
|
These options vest in one (1) annual installment of 3,334
on June 15, 2009. |
22
|
|
|
(4)
|
|
These options vest in three (3) annual installments of
16,666, 16,667 and 16,667 on May 27, 2009, May 27,
2010 and May 27, 2011, respectively. |
|
(5)
|
|
These options vest in three (3) annual installments of
6,666, 6,667 and 6,667 on May 28, 2009, May 28, 2010
and May 28, 2011, respectively. |
|
(6)
|
|
These options vest in three (3) annual installments of
3,333, 3,333 and 3,334 on May 28, 2009, May 28, 2010
and May 28, 2011, respectively. |
PENSION
BENEFITS TABLE FISCAL 2009
The following table provides information with respect to each
plan that provides for specified retirement payments or
benefits, or payments or benefits that will be provided
primarily following retirement, to our Named Executive Officers,
including tax-qualified defined benefit plans and supplemental
employee retirement plans, but excluding defined contribution
plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Plan Name
|
|
|
Number of
|
|
|
Present
|
|
|
Payments
|
|
|
|
|
|
|
Years Credited
|
|
|
Value of
|
|
|
During Last
|
|
|
|
|
|
|
Service
|
|
|
Accumulated Benefit
|
|
|
Fiscal Year
|
|
|
|
|
|
|
(#)
|
|
|
($)
|
|
|
($)
|
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R. Terry
Blakemore
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NTCA Plan
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28(1)
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1,876,055(2)
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16,800
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Michael
McAndrew
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Francis
W. Wertheimber
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(1)
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Mr. Blakemore commenced participation in the NTCA Plan in
October 1985 and was granted service credit back to March 1981.
This additional service credit granted to him only has the
effect of making him retirement eligible, without any benefit
reduction, at an earlier date and does not result in any
augmentation of benefits paid to him. |
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(2)
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The actuarial present value of Mr. Blakemores
accumulated benefits under the NTCA Plan was computed as of
December 31, 2008 (the last day of the most recently
completed fiscal year of the NTCA Plan). The amount was computed
using the following assumptions and valuation methods:
(i) a retirement age of 55 (the earliest age at which he
could retire without any benefit reduction due to age),
(ii) an annual increase of 2% of compensation,
(iii) the mortality table provided in Internal Revenue
Service Notice
2008-85 and
(iv) a discount rate of 7.75%. |
UNDERSTANDING
OUR PENSION BENEFITS TABLE
The
Retirement and Security Program of the National
Telecommunications Cooperative Association
The NTCA Plan is a multiple employer pension plan which is the
main pension plan for over 380 employers who are members of the
National Telecommunications Cooperative Association (of which
one of our subsidiaries is a member). The NTCA Plan will pay
retirement benefits to Mr. Blakemore based on his years of
service with us and his compensation. As a qualified plan, the
NTCA Plan is subject to various requirements on coverage,
funding, vesting and the amount of compensation which may be
taken into account in calculating benefits.
Normal Retirement. The
normal retirement benefit under the NTCA Plan is the
benefit which will be received at the normal retirement date,
which is the first day of the month containing
Mr. Blakemores 65th birthday. The normal
retirement benefit is expressed as a life annuity with ten
(10) years certain.
The normal retirement benefit is the sum of the basic normal
retirement benefit that Mr. Blakemore has accrued on the
basis of active participation and certain other types of
benefits such as fixed benefits, supplemental benefits and
benefit upgrades. The basic normal retirement benefit increases
as Mr. Blakemores average
23
compensation increases and is based on: (i) High-5
Compensation which means the average of his
W-2+
Compensation (defined below) for the five (5) years of the
last ten (10) years during which his
W-2+
Compensation was the highest
(W-2+
Compensation means
W-2 wages,
including any bonuses, overtime and commissions, plus pre-tax
401(k) contributions, Section 125 contributions (cafeteria
plan contributions) and Section 457 contributions
(contributions to a non-qualified deferred compensation plan
adopted after 1986 by a tax-exempt employer) and, effective for
plan years beginning after December 31, 2000,
Section 132(f)(4) income (qualified transportation fringe
benefit income), but excluding income attributable to
employer-sponsored group term life insurance over $50,000),
(ii) total accruals, which is generally the sum of certain
contribution percentages (both employer and employee) made on
his behalf plus contribution percentages added through program
upgrades, rollovers and prior service benefits, (iii) the
applicable program actuarial factor and (iv) applicable
uplift multiplier.
Additionally, the maximum annual pension which
Mr. Blakemore accrues may never exceed 100% of his average
W-2+
Compensation (taxable compensation prior to January 1,
1998) for his High-3 (High-3
compensation refers to the average of the highest three
(3) consecutive years of Mr. Blakemores
W-2+
Compensation) years before retirement.
Early Retirement. The NTCA Plan
permits early retirement on or after the first day of the month
in which Mr. Blakemore reaches the age of 55. At
age 55, Mr. Blakemore (assuming continued employment
with us) will be entitled to unreduced retirement benefits at
that time pursuant to the Rule-of-85. The Rule-of-85
allows certain plan participants to retire early (before the age
of 65 but not before age 55) without an actuarial
reduction in their accrued benefits for retiring before
age 65. Under this formula, the sum of a participants
age at retirement and number of years of service must equal or
exceed 85 in order for the participant to be eligible for
Rule-of-85 benefits.
Late Retirement. The NTCA Plan
permits late retirement (retirement after the age of 65). If a
participant retires late, the participants retirement
benefits automatically will be increased by one-quarter of one
percent (.25%) for each month the participant delays retirement
beyond age 65. Additionally, if a participant continues
working after his 65th birthday, benefits may increase
through additional accruals and higher High-5 Compensation.
Forms of Payment. The NTCA Plan
provides for the following forms of payment options:
(i) 10-years
certain and life thereafter,
(ii) 5-years
certain and life thereafter, (iii) life only, (iv) if
married, a qualified joint and survivor annuity (with 50% of the
monthly amount payable during the participants lifetime
continued after the participants death to his surviving
spouse for the life of the surviving spouse), (v) if
married, a qualified joint and survivor annuity (with
662/3%
of the monthly amount payable during the participants
lifetime continued after the participants death to his
surviving spouse for the life of the surviving spouse),
(vi) a qualified joint and survivor annuity (with 75% of
the monthly amount payable during the participants
lifetime continued after the participants death to his
surviving spouse for the life of the surviving spouse),
(vii) if married, a qualified joint and survivor annuity
(with 100% of the monthly amount payable during the
participants lifetime continued after the
participants death to his surviving spouse for the life of
the surviving spouse), (viii) if married, a qualified joint
and survivor annuity under (iii) (vii) (with the
annuity that is payable guaranteed for 10 years following
retirement and then payable at 50%,
662/3%,
75% or 100% to the spouse (if the participant predeceases the
surviving spouse)), (ix) an annuity under
(i) (viii)
that is supplemented by a certain amount between
the time of retirement and either age 62 or normal social
security retirement age, and then actuarially reduced once that
age is reached, (x) a combination of a partial single sum
and any one of the foregoing annuity options, (xi) a
guaranteed annuity option or (xii) a single lump sum.
POTENTIAL
PAYMENTS UPON TERMINATION OR
CHANGE-IN-CONTROL
We do not have employment agreements with our Named Executive
Officers. We entered into an agreement with Francis W.
Wertheimber in November 2004 and with Michael McAndrew and R.
Terry Blakemore in May 2007, an amended and restated agreement
with Mr. Blakemore in October 2007 and an amended and
restated agreement with Mr. McAndrew in December 2008,
which agreements provide for certain benefits to the Named
Executive Officers in the event of a qualifying termination of
their employment as described below. The original term of each
of the agreements is five (5) years with an automatic
renewal on a one-year basis thereafter absent
24
notice of nonrenewal six (6) months prior to the renewal
date; provided, however, that if a
Change-in-Control
(as defined below) occurs during the initial or any renewal
period, the agreement will survive until the second anniversary
of the date of the
Change-in-Control.
Each of the above-mentioned agreements contains a provision
prohibiting the respective Named Executive Officer from
competing with us during his employment with us and for five
(5) years thereafter. Specifically, without our prior
written consent, the Named Executive Officers may not directly
or indirectly engage in, assist or have an active interest in
(whether as proprietor, partner, investor, stockholder, officer,
director or any type of principal whatsoever), or enter the
employ of or act as agent for, or advisor or consultant to, any
person, firm, partnership, association, corporation or business
organization, entity or enterprise which is or is about to
become directly or indirectly engaged in any business that is
competitive with any of our businesses in which the Named
Executive Officer is or was engaged.
Our Named Executive Officers are also bound, during the term of
their agreement and at all times thereafter, by restrictive
covenants with respect to confidential information, as more
fully described in their respective agreements. They are not
permitted, unless authorized in writing by us, to disclose or
cause to be disclosed such confidential information or to
authorize or permit such disclosure of the confidential
information to any unauthorized third party, or to use the
confidential information (i) for their own benefit or
advantage, (ii) for the benefit or advantage of any third
party or (iii) in any manner which is intended to injure or
cause loss, whether directly or indirectly, to us. At any time
upon our request, and immediately upon termination, the Named
Executive Officers must surrender all written or otherwise
tangible documentation representing such confidential
information to us.
A description of the other material terms of these agreements
and estimates of the payments and benefits which each Named
Executive Officer would receive upon a qualifying termination
are set forth below. The estimates have been calculated assuming
a termination date of March 31, 2009, and are based upon
the closing price of our Common Stock on that date ($23.61). Due
to the number of factors that affect the nature and amount of
any benefits provided upon the events discussed below, such as
the timing during the year of any triggering event and our stock
price, the actual amounts to be paid or distributed may be
different.
Termination
Payments and Benefits Outside of a
Change-in-Control
R. Terry
Blakemore:
If Mr. Blakemores employment with the Company is
terminated (i) due to his death or Disability (as defined
below), (ii) by Mr. Blakemore other than for Good
Reason for Termination (as defined below) or (iii) by us
due to Cause for Termination or in accordance with Retirement
(each as defined below), then, except as otherwise set forth
below, we have no payment obligations to him other than as
provided by our various policies, procedures and practices
generally applicable to all employees.
If, however, Mr. Blakemores employment with the
Company is involuntarily terminated during the term of his
agreement and prior to a
Change-in-Control
(i) by us other than due to his death or Disability or in
accordance with Retirement or (ii) by Mr. Blakemore
for Good Reason for Termination other than at a time when we
could have terminated him due to Cause for Termination (as
defined below), then Mr. Blakemore is entitled to receive a
payment equal to his base salary at the rate in effect on the
termination date for the period equal to the greater of
(A) thirty-six (36) months from the date of his
agreement or (B) twelve (12) months from the
termination date. Such payment is to be made to
Mr. Blakemore in the form of a lump sum, subject to all
applicable withholdings, within sixty (60) days following
the termination date; provided, however, that in order
for Mr. Blakemore to terminate his employment for Good
Reason for Termination, (i) he must deliver a notice of
termination to us within ninety (90) days of the event
constituting Good Reason for Termination, (ii) the event
must remain uncorrected for thirty (30) days following the
date on which Mr. Blakemore gives us notice of his intent
to terminate (the Notice Period) and (iii) the
termination date must occur within sixty (60) days after
the expiration of the Notice Period.
25
Named
Executive Officers other than Mr. Blakemore:
The agreements with Messrs. McAndrew and Wertheimber do not
provide for any benefits outside of a
change-in-control
context. If their respective employment is terminated due to
death or Disability or by them or by us at any time prior to a
Change-in-Control,
then we have no payment obligations to them other than as
provided by our various policies, procedures and practices
generally applicable to all employees.
Certain
Definitions:
The following definitions are contained in the agreements with
Messrs. Blakemore, McAndrew and Wertheimber:
Cause for Termination: Named Executive Officers
deliberate and intentional failure to devote his best efforts to
the performance of duties, gross misconduct materially and
demonstrably injurious to us, conviction of criminal fraud,
embezzlement against us or a felony involving moral turpitude,
continuing failure after notice to adhere to the nondisclosure
and noncompete portions of the agreements (described above) or
willful failure to follow instructions of our Board. For
purposes of this definition, no act, or failure to act, on the
Named Executive Officers part shall be considered
deliberate and intentional or to constitute gross
misconduct unless done, or omitted to be done, by the Named
Executive Officer not in good faith and without reasonable
belief that the Named Executive Officers action or
omission was in the best interests of the Company.
Change-in-Control: a
change-in-control
of the Company is deemed to occur if:
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it is reportable as such by SEC rules; |
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twenty percent (20%) or more of the combined voting power of our
then-outstanding capital stock is acquired, coupled with or
followed by a change in a majority of the members of our
Board; or |
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we sell all or substantially all of our assets or merge,
consolidate or reorganize with another company and (x) upon
conclusion of the transaction less than fifty-one percent (51%)
of the outstanding securities entitled to vote in the election
of directors of the acquiring company or resulting company are
owned by the persons who were our stockholders prior to the
transaction, and following the transaction there is a change in
a majority of the members of our Board or (y) following the
transaction, a person or group would be the owner of twenty
percent (20%) or more of the combined voting power of the
acquiring company or resulting company, and there is a change in
a majority of the members of our Board. |
Disability: incapacity due to physical or mental illness
or injury which causes a Named Executive Officer to be unable to
perform his duties to us during ninety (90) consecutive
days or one hundred twenty (120) days during any six
(6) month period.
Good Reason for Termination (with respect to
Mr. Blakemore): a material negative change in
Mr. Blakemores service relationship with us and any
Affiliate of ours, taken as a whole, without his consent, on
account of one or more of the following conditions: (i) a
material diminution in his base compensation; (ii) a
material diminution in his authority, duties or
responsibilities; or (iii) after a
Change-in-Control
has occurred, a change in the geographic location at which
Mr. Blakemore must report to and perform the majority of
his services of more than fifty (50) miles. For purposes of
Mr. Blakemores agreement, Affiliate
means, with respect to any person or legal entity, any other
person or legal entity controlling, controlled by or under
common control with such person or legal entity.
Good Reason for Termination (with respect to
Mr. McAndrew): a material negative change in
Mr. McAndrews service relationship with us and any
Affiliate of ours, taken as a whole, without his consent, on
account of one or more of the following conditions: (i) a
material diminution in his base compensation; (ii) a
material diminution in his authority, duties or
responsibilities; or (iii) a change in the geographic
location at which Mr. McAndrew must report to and perform
the majority of his services of more than fifty (50) miles.
For purposes of Mr. McAndrews agreement,
Affiliate means, with respect to any person or legal
entity, any other person or legal entity controlling, controlled
by or under common control with such person or legal entity.
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Good Reason for Termination (with respect to
Mr. Wertheimber): our failure to have any successor
assume the agreement or the occurrence of any of the following
after a
Change-in-Control:
(i) the assignment of new duties materially and
substantially inconsistent with prior duties, responsibilities
and status, or a material change in reporting responsibilities,
titles or offices, (ii) reduction in base salary,
(iii) failure to continue comparable incentive
compensation, (iv) failure to continue comparable stock
option and other fringe benefits, (v) relocation beyond
fifty (50) miles or (vi) any purported termination of
the Named Executive Officer other than for Cause for
Termination, Disability or Retirement or made without a
specified written notice of termination.
Retirement: termination of the Named Executive
Officers employment after age sixty-five (65) or in
accordance with any mandatory retirement arrangement with
respect to an earlier age agreed to by such Named Executive
Officer.
Termination
Payments and Benefits After a
Change-in-Control
The agreements with Messrs. Blakemore, McAndrew and
Wertheimber provide for payments and other benefits if such
Named Executive Officer is terminated within two (2) years
following a
Change-in-Control
either by (i) us other than for Cause for Termination,
death, Disability or Retirement or (ii) the
individuals resignation for Good Reason for Termination.
In addition to any accrued but unpaid benefits, the agreements
entitle each Named Executive Officer to an amount of cash equal
to the sum of:
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two (2) times (three (3) times in the case of
Mr. Blakemore) the sum of his then current annual base
salary in the year of termination (or, if greater, (x) in
the case of termination for Good Reason for Termination, the
Named Executive Officers salary preceding the date giving
rise to his Good Reason for Termination or (y) the Named
Executive Officers salary for the year in effect on the
date of the
Change-in-Control)
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two (2) times (three (3) times in the case of
Mr. Blakemore) the greatest of (x) one third (1/3) of
the aggregate cash bonuses or awards received by the Named
Executive Officer as incentive compensation or bonus during the
three (3) calendar years immediately preceding the date of
termination, (y) in the case of termination for Good Reason
for Termination, one third (1/3) of the aggregate cash bonuses
or awards received by the Named Executive Officer as incentive
compensation or bonus during the three (3) calendar years
preceding the date giving rise to the Named Executive
Officers Good Reason for Termination or (z) one third
(1/3) of the aggregate cash bonuses or awards received by the
Named Executive Officer as incentive compensation or bonus
during the three (3) calendar years preceding the date of
the
Change-in-Control
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an amount equal to the total cash award or bonus that would have
been received by the Named Executive Officer under any long-term
incentive plan, assuming that, in addition to any goals met
prior to the termination date, all goals that were to be
measured after such date were achieved and the Named Executive
Officer remained employed, less any portion of the cash award or
bonus for that award period previously paid to the Named
Executive Officer
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medical insurance and other similar benefits for the period of
eighteen (18) months (two (2) years in the case of
Mr. Wertheimber) following the termination date, as if such
Named Executive Officer remained in our continuous employ during
such period
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unvested options will vest and remain outstanding in accordance
with their respective terms
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Such payments are to be made to Messrs. Blakemore, McAndrew
and Wertheimber on or before the sixtieth (60th) day following
the termination date.
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Estimated
Termination and
Change-in-Control
Payments
R. Terry
Blakemore:
The following table sets forth the potential
payments(1),
in addition to accrued benefits, that Mr. Blakemore would
be entitled to receive assuming that his employment was
terminated on March 31, 2009 pursuant to the terms
described above:
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Type of Termination
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Salary
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Bonus
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LTIP Payment
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Medical and
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Acceleration of
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Total
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($)
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($)
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($)
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Other Similar
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Unvested Stock
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($)
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Benefit
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Options(2)(3)
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Continuation
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($)
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($)
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Qualifying termination prior to a
Change-in-Control
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849,110
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849,110
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Qualifying termination following a
Change-in-Control
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1,650,000
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293,000
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1,200,000
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24,043(4)
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3,167,043
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(1)
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The payments shown reflect the maximum amount that would have
been paid. Mr. Blakemores agreement contains a
provision which could have the effect of reducing such payments
based on the effect of excise taxes applicable to such payments
under the Code. |
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(2)
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Represents the value of the acceleration of unvested options as
of March 31, 2009 based on the difference between the
exercise price of the unvested options and the closing price of
the Common Stock on Nasdaq on March 31, 2009. |
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(3)
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In addition, the Employee Plan provides that, regardless of
employment termination, in the event of a
change-in-control,
all then-outstanding options will vest immediately and become
exercisable. For purposes of the Employee Plan, a
change-in-control
of the Company occurs if (i) any person becomes the
beneficial owner, directly or indirectly, of our securities
representing (a) fifty percent (50%) or more of the
combined voting power of our then-outstanding securities or
(b) twenty-five percent (25%) or more but less than fifty
percent (50%) of the combined voting power of our
then-outstanding securities if such transaction(s) giving rise
to such beneficial ownership are not approved by our Board; or
(ii) at any time a majority of the members of our Board
have been elected or designated by any such person; or
(iii) our Board approves a sale of all or substantially all
of our assets or any merger, consolidation, issuance of
securities or purchase of assets, the result of which would be
the occurrence of any event described in clause (i) or
(ii) above. |
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(4)
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Represents the value of continued health, dental and vision
benefits for an eighteen (18) month period based on COBRA
(Consolidated Omnibus Budget Reconciliation Act) rates as of
March 31, 2009. |
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Estimated
Change-in-Control
Payments
The following table sets forth the potential
payments(1),
in addition to accrued benefits, that the Named Executive
Officers, other than Mr. Blakemore, would be entitled to
receive assuming that the Named Executive Officers
employment was terminated on March 31, 2009 pursuant to the
terms described above in connection with a
Change-in-Control:
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Name
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Salary
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Bonus
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LTIP Payment
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Medical and
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Acceleration of
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Total
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($)
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($)
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($)
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Other Similar
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Unvested Stock
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($)
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Benefit
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Options(2)(3)
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Continuation
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($)
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($)
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Michael McAndrew
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630,000
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28,667
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300,000
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22,440
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(4) |
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981,107
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Francis W. Wertheimber
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630,746
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(5) |
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95,333
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(5) |
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150,000
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10,858
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(6) |
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886,937
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(1)
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The payments shown reflect the maximum amount that would have
been paid. The agreement with each of Messrs. McAndrew and
Wertheimber contains a provision which could have the effect of
reducing such payments based on the effect of excise taxes
applicable to such payments under the Code. |
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(2)
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Represents the value of the acceleration of unvested options as
of March 31, 2009 based on the difference between the
exercise price of the unvested options and the closing price of
the Common Stock on Nasdaq on March 31, 2009. |
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(3)
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In addition, the Employee Plan provides that, regardless of
employment termination, in the event of a
change-in-control,
all then-outstanding options will vest immediately and become
exercisable. For purposes of the Employee Plan, a
change-in-control
of the Company occurs if (i) any person becomes the
beneficial owner, directly or indirectly, of our securities
representing (a) fifty percent (50%) or more of the
combined voting power of our then-outstanding securities or
(b) twenty-five percent (25%) or more but less than fifty
percent (50%) of the combined voting power of our
then-outstanding securities if such transaction(s) giving rise
to such beneficial ownership are not approved by our Board; or
(ii) at any time a majority of the members of our Board
have been elected or designated by any such person; or
(iii) our Board approves a sale of all or substantially all
of our assets or any merger, consolidation, issuance of
securities or purchase of assets, the result of which would be
the occurrence of any event described in clause (i) or
(ii) above. |
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(4)
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Represents the value of continued health, dental and vision
benefits for an eighteen (18) month period based on COBRA
rates as of March 31, 2009. |
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(5)
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For Mr. Wertheimber, this value represents a conversion
from Japanese yen to U.S. dollars using an exchange rate on
March 31, 2009. |
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(6)
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Represents the value of continued medical and similar benefits
for a two (2) year period beginning March 31, 2009
based on rates determined under the Japanese health care system
and is converted from Japanese yen to U.S. dollars using an
exchange rate on March 31, 2009. |
29
REPORT OF
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The following is the report of our Audit Committee with respect
to the audited financial statements for Fiscal 2009 included in
the Companys Annual Report on
Form 10-K
for Fiscal 2009 (2009
Form 10-K).
The information contained in this report shall not be deemed to
be soliciting material or to be filed
with the SEC, nor shall such information be incorporated by
reference into any future filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as
amended, except to the extent that the Company specifically
incorporates it by reference in such filing.
Review
with Management
Our Audit Committee has reviewed and discussed the
Companys audited financial statements with management.
Review
and Discussions with Independent Registered Public Accounting
Firm
Our Audit Committee has discussed with BDO, the Companys
independent registered public accounting firm for Fiscal 2009,
the matters required to be discussed by SAS 61, as amended
(Codification of Statements on Accounting Standards), which
includes, among other items, matters related to the conduct of
the audit of the financial statements.
Our Audit Committee has also received written disclosures and
the letter from BDO required by applicable requirements of the
Public Company Accounting Oversight Board (which relates to the
accountants independence from the Company and its related
entities) and has discussed with BDO its independence from the
Company.
Conclusion
Based on the review and discussions referred to above, our Audit
Committee recommended to our Board that the Companys
audited financial statements be included in its 2009
Form 10-K.
Audit Committee:
Richard L. Crouch, Chairman
Thomas W. Golonski
Thomas G. Greig
30
EQUITY
PLAN COMPENSATION INFORMATION
The following table sets forth information about our equity
compensation plans as of March 31, 2009:
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(a)
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(b)
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(c)
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Number of Securities to Be
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Weighted-Average
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Number of Securities
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Plans
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Issued Upon Exercise of
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Exercise Price of
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Remaining Available for
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Outstanding Options,
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Outstanding Options,
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Future Issuance Under Equity
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Warrants and Rights
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Warrants and Rights
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Compensation Plans
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(#)
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($)
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(Excluding Securities
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Reflected in Column (a))
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(#)
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Equity compensation plans
approved by security holders
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3,309,300(1)
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36.45
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2,086,131
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Equity compensation plans not
approved by security holders
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3,309,300
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36.45
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2,086,131
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(1)
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Includes both vested and unvested options. |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information publicly available,
as of March 31, 2009, regarding the beneficial ownership of
our Common Stock by all stockholders known by us to be
beneficial owners of more than five percent (5%) of our
outstanding Common Stock:
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Number of
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Percent of
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Shares
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Shares(5)
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FMR
Corp.(1)
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1,981,025 |
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11.3% |
82 Devonshire Street, Boston, MA 02109
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Dimensional
Fund Advisors
LP(2)
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1,487,357 |
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8.5% |
Palisades West, Building One, 6300 Bee Cave Road, Austin, TX,
78746
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Barclays Global Investors,
NA(3)
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1,203,597 |
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6.9% |
400 Howard Street, San Francisco, CA 94105
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AXA(4)
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880,858 |
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5.0% |
25, avenue Matignon, 75008 Paris, France
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(1)
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Includes 1,981,025 shares beneficially owned by Fidelity
Management & Research Company (Fidelity),
a wholly-owned subsidiary of FMR Corp. and a registered
investment adviser, of which 1,981,025 shares are owned by
one investment company, Fidelity Low Priced Stock Fund. Edward
C. Johnson 3d, FMR Corp. and the funds each has sole power to
dispose of the 1,981,025 shares owned by the funds. Neither
FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has
the sole power to vote or direct the voting of the shares owned
directly by the funds, which power resides with the funds
Boards of Trustees. Fidelity carries out the voting of the
shares under written guidelines established by the funds
Boards of Trustees. This information is derived from FMR
Corp.s Schedule 13G filed with the SEC on
February 14, 2007. |
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(2)
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Dimensional Fund Advisors LP, formerly Dimensional
Fund Advisors Inc. (Dimensional), is a
registered investment advisor that furnishes investment advice
to four registered investment companies and serves as |
31
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investment manager to certain other commingled group trusts and
separate accounts. Dimensional beneficially owns
1,487,357 shares, of which it has sole voting power with
respect to 1,449,228 shares and sole dispositive power with
respect to 1,487,357 shares. This information is derived
from Amendment No. 3 to Dimensionals
Schedule 13G filed with the SEC on February 9, 2009. |
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(3)
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Includes 416,321 shares beneficially owned by Barclays
Global Investors, NA, of which it has sole voting power with
respect to 339,233 shares and sole dispositive power with
respect to 416,321 shares. Includes 775,347 shares
beneficially owned by Barclays Global Fund Advisors, of
which it has sole voting power with respect to
575,758 shares and sole dispositive power with respect to
775,347 shares. Includes 11,929 shares beneficially
owned by Barclays Global Investors, Ltd, of which it has sole
voting power with respect to 695 shares and sole
dispositive power with respect to 11,929 shares. This
information is derived from a Schedule 13G filed by these
entities with the SEC on February 5, 2009. |
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(4)
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Includes 4,500 shares beneficially owned by AXA Konzern AG
(Germany), of which it has sole voting power and sole
dispositive power. Includes 836,338 shares beneficially
owned by AXA Rosenberg Investment Management LLC, of which it
has sole voting power with respect to 468,995 shares and
sole dispositive power with respect to 836,338 shares.
Includes 38,620 shares beneficially owned by
AllianceBernstein L.P., of which it has sole voting power with
respect to 38,300 shares and sole dispositive power with
respect to 38,620 shares. Also includes 1,400 shares
beneficially owned by AXA Equitable Life Insurance Company, of
which it has sole voting power and sole dispositive power. AXA
and its controlling entities, AXA Assurances Vie Mutuelle and
AXA Assurances I.A.R.D. Mutuelle, are members of a group which
is deemed to beneficially own the shares reported. This
information is derived from Amendment No. 3 to a
Schedule 13G filed by these entities with the SEC on
February 13, 2009. |
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(5)
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Based on 17,533,305 shares outstanding as of March 31,
2009. |
32
SECURITY
OWNERSHIP OF MANAGEMENT
The following table sets forth certain information available to
us, as of March 31, 2009, regarding the shares of our
Common Stock beneficially owned by (i) each of our
directors; (ii) each of our Named Executive Officers and
(iii) all of our directors and executive officers as a
group:
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Number of
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Percent of
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Shares
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Shares(4)
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William F.
Andrews(1)
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55,668
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*
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R. Terry
Blakemore(2)
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118,333
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*
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Richard L.
Crouch(1)
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20,666
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*
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Thomas W.
Golonski(1)
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31,166
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*
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Thomas G.
Greig(1)
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51,669
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*
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Michael
McAndrew(2)
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131,051
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*
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Edward A.
Nicholson, Ph.D.(1)
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19,666
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*
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Francis W.
Wertheimber(2)
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256,772
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1.4%
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All directors and executive
officers as a group of eight
(8) persons(3)
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684,991
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3.8%
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(1)
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Includes for Messrs. Andrews, Crouch, Golonski and Greig
and Dr. Nicholson: 45,668, 19,666, 30,666, 45,668 and
19,666 shares, respectively, pursuant to rights to acquire
such shares as a result of vested options, as of March 31,
2009 or within sixty (60) days thereafter, granted under
the Director Plan. |
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(2)
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Includes for Messrs. Blakemore, McAndrew and Wertheimber:
118,333, 131,050 and 256,771 shares, respectively, pursuant
to rights to acquire such shares as a result of vested options,
as of March 31, 2009 or within sixty (60) days
thereafter, granted under the Employee Plan. |
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(3)
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Includes for all directors and executive officers as a group
667,488 shares pursuant to rights to acquire such shares as
a result of vested options, as of March 31, 2009 or within
sixty (60) days thereafter, granted under the Employee Plan
and the Director Plan. |
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(4)
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Based on 17,533,305 shares outstanding as of March 31,
2009. |
The difference between the amounts set forth in the above table
and the amounts indicated in the footnotes are shares owned
outright either directly or indirectly.
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* |
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Represents less than 1% of our outstanding Common Stock. |
33
INDEPENDENT
PUBLIC ACCOUNTANTS
Fees
Billed to Us by BDO during Fiscal 2009 and Fiscal 2008
Audit Fees: An aggregate of
$1,859,000 was billed for professional services rendered and for
expenses for the audit of our annual financial statements for
Fiscal 2009, attestation of managements report on our
internal controls over financial reporting, statutory audits
required internationally and the review of financial statements
included in our quarterly reports on
Form 10-Q
during Fiscal 2009. An aggregate of $2,357,000 was billed for
professional services rendered and for expenses for the audit of
our annual financial statements for Fiscal 2008, attestation of
managements report on our internal controls over financial
reporting, statutory audits required internationally and the
review of financial statements included in our quarterly reports
on
Form 10-Q
during Fiscal 2008.
Audit-Related Fees: No
audit-related fees were billed by BDO during Fiscal 2009. An
aggregate of $490,000 in audit-related fees, principally
including fees related to the Companys stock option
investigation, were billed by BDO during Fiscal 2008.
Tax Fees: No tax fees were
billed by BDO during Fiscal 2009 or Fiscal 2008.
All Other Fees: BDO did not
render any other professional services to us during Fiscal 2009
or Fiscal 2008.
All services performed by BDO are approved by our Audit
Committee or its chair prior to BDOs engagement for such
services. In the case of an approval by the chair of our Audit
Committee, such approval is presented for ratification by our
Audit Committee at its next regular meeting.
ADDITIONAL
INFORMATION
FORM 10-K
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION
A copy of the 2009
Form 10-K
is available to stockholders. A stockholder may obtain such copy
free of charge on our Web site at
http://www.blackbox.com
or by writing to the Investor Relations Department, Black Box
Corporation, 1000 Park Drive, Lawrence, Pennsylvania 15055 (a
copy of any exhibits thereto will be provided upon payment of a
reasonable charge limited to our cost of providing such
exhibits).
SOLICITATION
OF PROXIES
We will pay the expenses in connection with the printing,
assembling and mailing to the holders of our Common Stock the
Notice of Annual Meeting of Stockholders, this proxy statement
and the accompanying form of proxy. In addition to the use of
the mails, our directors, officers or regular employees may
solicit proxies personally or by telephone, facsimile or email.
We may request the persons holding stock in their names, or in
the names of their nominees, to send proxy material to, and
obtain proxies from, their principals, and will reimburse such
persons for their expense in so doing.
STOCKHOLDER
NOMINATIONS AND PROPOSALS
Stockholders who believe they are eligible to have their
proposals included in our proxy statement for the annual meeting
expected to be held in August 2010, in addition to other
applicable requirements established by the SEC, must ensure that
their proposals are received by the Secretary of the Company not
later than February 25, 2010.
Our By-laws establish an advance notice procedure for
stockholders to make nominations for the position of director
and to propose business to be transacted at an annual meeting.
Our By-laws provide that notice of nominations for director and
proposals for business must be given to the Secretary of the
Company not later than 150 days prior to the anniversary
date of the prior years annual meeting. For the annual
meeting expected to be held in August 2010, notice of
nominations and proposals under this provision must be received
by March 14, 2010.
34
Such notice must set forth in reasonable detail information
concerning the nominee (in the case of a nomination for election
to our Board) or the substance of the proposal (in the case of
any other stockholder proposal), and shall include: (i) the
name and residence address and business address of the
stockholder who intends to present the nomination or other
proposal or of any person who participates or is expected to
participate in making such nomination and of the person or
persons, if any, to be nominated and the principal occupation or
employment and the name, type of business and address of the
business and address of the corporation or other organization in
which such employment is carried on of each such stockholder,
participant and nominee; (ii) a representation that the
proponent of the proposal is a holder of record of our stock
entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to present the nomination or other
proposal specified in the notice; (iii) a description of
all arrangements or understandings between the proponent and any
other person or persons (naming such person or persons) pursuant
to which the nomination or other proposal is to be made by the
proponent; (iv) such other information regarding each
proposal and each nominee as would have been required to be
included in a proxy statement filed pursuant to the proxy rules
of the SEC had the nomination or other proposal been made by our
Board and (v) the consent of each nominee, if any, to serve
as a director on our Board, if elected. Within fifteen
(15) days following the receipt by the Secretary of a
notice of nomination or proposal pursuant hereto, the Secretary
will advise the proponent in writing of any deficiencies in the
notice and of any additional information we require to determine
the eligibility of the proposed nominee or the substance of the
proposal. A proponent who has been notified of deficiencies in
the notice of nomination or proposal
and/or of
the need for additional information must cure such deficiencies
and/or
provide such additional information within fifteen
(15) days after receipt of the notice of such deficiencies
and/or the
need for additional information. The presiding officer of a
meeting of stockholders may, in his or her sole discretion,
refuse to acknowledge a nomination or other proposal presented
by any person that does not comply with the foregoing procedure
and, upon his or her instructions, all votes cast for such
nominee or with respect to such proposal may be disregarded.
Our By-laws do not limit or restrict the ability of a
stockholder to present any proposal made by such stockholder in
accordance with SEC requirements. A copy of our By-laws is
available upon request.
OTHER
MATTERS
Management does not intend to present nor, in accordance with
our By-laws, has it received proper notice from any person who
intends to present, any matter for action by stockholders at the
Annual Meeting to be held on August 11, 2009, other than as
stated in the Notice of Annual Meeting of Stockholders
accompanying this proxy statement. The enclosed proxy, however,
confers discretionary authority with respect to the transaction
of any other business that properly may come before the meeting,
and it is the intention of the persons named in the enclosed
proxy to vote on any such matters in accordance with their best
judgment.
35
PROXY
BLACK BOX CORPORATION
1000 Park Drive
Lawrence, Pennsylvania 15055
This Proxy is Solicited on Behalf of the
Board of Directors of the Company
The undersigned stockholder hereby appoints R. Terry Blakemore and Thomas G. Greig, and each
of them, as proxies for the undersigned, each with full power of substitution for and in the name
of the undersigned to act for the undersigned and to consider and vote, as designated on the
reverse, all of the shares of stock of Black Box Corporation (the Company) that the undersigned
is entitled to vote at the 2009 Annual Meeting of Stockholders of the Company (the Annual
Meeting) to be held on Tuesday, August 11, 2009, at 12:30 p.m. Eastern Daylight Time, at the
offices of the Company at 1000 Park Drive, Lawrence, Pennsylvania 15055, on the following matters:
Unless otherwise specified in the squares provided, the proxies shall vote in the election of
directors FOR the nominees listed and FOR proposal number 2, and shall have discretionary power to
vote upon such other matters as may properly come before the meeting or any adjournment thereof.
(Continued and to be signed on the reverse side)
ANNUAL MEETING OF STOCKHOLDERS OF
BLACK BOX CORPORATION
August 11, 2009
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS:
The proxy statement and Companys 2009 Annual Report to stockholders
are available at www.proxydocs.com/bbox
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Should you require directions to the Annual Meeting, please call Investor Relations at 724-873-6788.
ê Please detach along perforated line and mail in the envelope provided. ê
The Board of Directors
recommends a vote FOR each of the nominees listed and
FOR proposal number 2.
PLEASE SIGN, DATE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN
BLUE OR BLACK INK AS SHOWN HEREx
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1. |
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Election of six (6) members of the Board of Directors: |
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o
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FOR ALL NOMINEES
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NOMINEES:
¡ William F. Andrews
¡ R. Terry Blakemore |
o
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WITHHOLD AUTHORITY
FOR ALL NOMINEES
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¡ Richard L. Crouch
¡ Thomas W. Golonski
¡ Thomas G. Greig |
o
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FOR ALL EXCEPT
(See instructions below)
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¡ Edward A. Nicholson, Ph.D. |
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INSTRUCTIONS: |
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To withhold authority to vote for any individual nominee(s), mark FOR ALL EXCEPT
and fill in the circle next to each nominee you wish to withhold, as shown here:
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To change the address on your account, please check
the box at right and indicate your new address in the
address space above. Please note that changes to the
registered name(s) on the account may not be
submitted via this method. |
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FOR
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AGAINST
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ABSTAIN
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2.
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Ratification of the appointment of BDO
Seidman, LLP as the independent registered
public accounting firm of the Company for
the fiscal year ending March 31, 2010.
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o
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The Board of Directors has established the close of business on Monday, June 15, 2009 as the record
date for the determination of the stockholders entitled to notice of and to vote at the Annual
Meeting. |
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Signature of Stockholder |
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Date: |
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Signature of Stockholder |
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Date: |
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Note: |
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly,
each holder should sign. When signing as executor, administrator, attorney, trustee or guardian,
please give full title as such. If the signer is a corporation, please sign by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in partnership name by
authorized person. |
ANNUAL MEETING OF STOCKHOLDERS OF
BLACK BOX CORPORATION
August 11, 2009
PROXY VOTING INSTRUCTIONS
INTERNET - Access www.voteproxy.com and follow the on-screen
instructions. Have your proxy card available when you access
the web page and use the Company Number and Account Number
shown on your proxy card.
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in
the United States or 1-718-921-8500 from foreign countries
from any touch-tone telephone and follow the instructions.
Have your proxy card available when you call and use the
Company Number and Account Number shown on your proxy card.
Vote online/ by phone until 10:00 AM EDT the day of the meeting.
MAIL - Sign, date and mail your proxy card in the envelope
provided as soon as possible.
IN PERSON - You may vote your shares in person by attending
the Annual Meeting. Should you require directions to the
Annual Meeting, please call Investor Relations at
724-873-6788.
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COMPANY NUMBER
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ACCOUNT NUMBER
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IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS:
The proxy statement and Companys 2009 Annual Report to stockholders
are available at www.proxydocs.com/bbox
ê Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. ê
The Board of Directors recommends a vote FOR each of the nominees listed and FOR proposal number
2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
x
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1. |
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Election of six (6) members of the Board of Directors: |
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o
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FOR ALL NOMINEES
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NOMINEES:
¡ William F. Andrews
¡ R. Terry Blakemore |
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WITHHOLD AUTHORITY
FOR ALL NOMINEES
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¡ Richard L. Crouch
¡ Thomas W. Golonski
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¡ Thomas G. Greig |
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FOR ALL EXCEPT
(See instructions below)
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¡ Edward A. Nicholson, Ph.D. |
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INSTRUCTIONS: |
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To withhold authority to vote for any
individual nominee(s), mark FOR ALL EXCEPT and fill in the
circle next to each nominee you wish to withhold, as shown
here: l |
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To change the address on your account, please check
the box at right and indicate your new address in the
address space above. Please note that changes to the
registered name(s) on the account may not be
submitted via this method. |
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FOR
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AGAINST
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ABSTAIN |
2.
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Ratification of the appointment of BDO Seidman, LLP as the
independent registered public accounting firm of the Company
for the fiscal year ending March 31, 2010.
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The Board of Directors has established the close of business on
Monday, June 15, 2009 as the record date for the determination of the
stockholders entitled to notice of and to vote at the Annual Meeting.
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Signature
of Shareholder |
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Date: |
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Signature
of Shareholder |
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Date: |
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Note: |
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly,
each holder should sign. When signing as executor, administrator, attorney, trustee or guardian,
please give full title as such. If the signer is a corporation, please sign by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in partnership name by
authorized person. |