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PGI > SEC Filings for PGI > Form 8-K on 22-Jan-2009All Recent SEC Filings

Show all filings for PREMIERE GLOBAL SERVICES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PREMIERE GLOBAL SERVICES, INC.


22-Jan-2009

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 21, 2009, the Compensation Committee of the Board of Directors of Premiere Global Services, Inc. approved the performance criteria for annual and quarterly incentive bonus awards for 2009 for our named executive officers:
Boland T. Jones, our Chief Executive Officer; Theodore P. Schrafft, our President; David M. Guthrie, our Chief Technology Officer; and Michael E. Havener, our Chief Financial Officer.

Financial performance criteria for our named executive officers are based on constant foreign currency exchange rates. All of our named executive officers share two common financial performance criteria, consolidated revenues and adjusted EBITDA, which is determined as operating income, as reported, before depreciation, amortization, restructuring costs, asset impairments, equity-based compensation, net legal settlements and related expenses and acquisition-related costs, in differing percentages as set forth below. In addition, each of our named executive officers may earn between 70% and 150% of his target bonus awards applicable to consolidated revenues and adjusted EBITDA criteria based on a sliding scale for achievement of 90% to greater than or equal to 110% of these bonus criteria. This sliding scale set forth below is based on the sliding scale in Mr. Jones' employment agreement, as previously filed with the SEC, with data between points interpolated on a straight-line basis:

Performance Percentage of Target   Payout Percentage of Bonus Earned
              <90%                                0%
               90%                                70%
               95%                                85%
              100%                               100%
              105%                               125%
         110% or greater                         150%

Other performance criteria are not subject to a sliding scale.

For Mr. Jones and Mr. Schrafft, 50% of the value of such bonus awards will be determined with respect to each of our consolidated revenues and adjusted EBITDA.

For Mr. Guthrie, 30% of the value of such bonus awards will be determined with respect to our consolidated revenues, 30% with respect to our adjusted EBITDA, 30% with respect to launches of and enhancements to our service offerings and improvements to our network infrastructure and 10% with respect to certain financial metrics tied to pricing initiatives, with an additional bonus opportunity up to $75,000 for overachievement of this criteria. In addition, Mr. Guthrie will have an additional bonus opportunity up to $75,000 relating to capital expenditure targets.

For Mr. Havener, 20% of the value of such bonus awards will be determined with respect to our consolidated revenues, 40% with respect to our adjusted EBITDA, 10% with respect to


management of days sales outstanding and days payable outstanding, 15% with respect to certain margin-related business analytics and 15% with respect to implementation of a unified billing platform. In addition, Mr. Havener will have an additional bonus opportunity of up to $75,000 relating to capital expenditure targets.


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