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| ICTG > SEC Filings for ICTG > Form 8-K on 25-Feb-2009 | All Recent SEC Filings |
25-Feb-2009
Change in Directors or Principal Officers
On February 19, 2009, the Compensation Committee ("Compensation Committee") of the Board of Directors of ICT Group, Inc. (the "Company") approved certain compensation matters relating to the Company's financial performance in 2008 and also approved certain elements of the Executive Compensation Plan for 2009:
1. Actions Relating to the Company's Performance in 2008. The Compensation Committee determined that there should be no payment with respect to the achievement of individual performance objectives (MBOs) under the Quarterly Incentive Plan (QIP) for 2008 due to the Company's failure to achieve any of the quarterly financial targets under the 2008 QIP. In addition, the Committee determined that the Company failed to achieve the threshold level of performance for 2008 with respect to the third performance year of the Long Term Incentive Plan (LTIP) for 2006, the second performance year of the LTIP for 2007 and the first performance year of the LTIP for 2008, resulting in no payments or awards with respect to those plans for 2008.
2. The QIP for 2009. The Compensation Committee approved quarterly corporate earnings before tax (EBT) targets as the quarterly financial objectives under the QIP for 2009. The Committee also determined that, consistent with prior years, one hundred percent of the QIP payment for the Chief Executive Officer would be based on achievement of these quarterly corporate EBT targets. For all other executives, two-thirds of the QIP payment would be based on achievement of these quarterly corporate EBT targets (or in the case of certain executives with business unit level responsibilities, a combination of these corporate EBT targets and business unit financial targets or in the case of certain sales executives a combination of these corporate EBT targets and sales targets) and one-third would be based upon achievement of MBOs approved and evaluated by the Compensation Committee twice per year. The Compensation Committee approved the MBOs for the first half of 2009 at this February meeting. The portion of each executive's QIP payment that is based upon quarterly financial targets is allocated equally among the four quarters of the year. Payment for each quarter may range from 25% to 100% of the amount allocated to that quarter depending upon the financial target achieved above a minimum threshold. The Chief Executive Officer's entire QIP payment will be made on or before March 15, 2009. Payment for the financial objectives of the other executives is made within 45 days of the close of each quarter. Payment for MBO achievement will be made on or before March 15, 2009. Unless the Compensation Committee determines that it is otherwise in the best interests of the Company to make payments with respect to MBO achievement, such payments are contingent upon earning at least one payment for quarterly financial objectives. All QIP payments will be made in cash. The Compensation Committee also approved the following target awards for the Company's named executive officers, expressed as a percentage of their base salary at January 1, 2009:
John J. Brennan, Chairman, President and Chief Executive Officer 100 % John D. Campbell, Executive Vice President Global Sales 100 % Guy T. Gray, President & COO - International 75 % Timothy F. Kowalski, President & COO - Marketing & Technology Solutions 75 % John L. Magee, President & COO - North America 75 % Vincent A. Paccapaniccia, Executive Vice President Finance & Chief Financial Officer 75 % |
For 2009 EBT - in three equal, annual installments beginning on the award date in February 2010.
For 2010 EBT - in two equal, annual installments beginning on the award date in February 2011.
For 2011 EBT - in a single installment on the award date in February 2012.
The Compensation Committee retains the discretion to pay some or all of these annual awards in cash. The Compensation Committee also resolved that it intended all performance goals applicable to such grants be adjusted to reflect the effects of any change in the Company's capitalization (such as an offering of stock, stock dividend, stock split or stock combination), any merger, consolidation or reorganization of the Company, any acquisition or divestiture by the Company, or any change in applicable accounting rules or principles, in each case, in a manner consistent with the financial accounting treatment of such event or transaction and to the fullest extent such adjustments are consistent with section 162(m) of the of the Internal Revenue Code.
Also on February 19, 2009, the Compensation Committee approved management's
proposal to reduce base salaries for senior management of the Company at the
Vice President level and above by 10% and to eliminate employer contributions to
the Company's 401k, Nonqualified Deferred Compensation and Canadian Registered
Retirement Savings Plans, in each case for the balance of 2009. With respect to
the salary of the Chief Executive Officer, the Compensation Committee approved
the CEO's proposal to continue the temporary reduction in his annual base salary
from $695,000 to $500,000 per annum for the balance of 2009. Any bonus payable
to an executive under the QIP for each quarter of 2009 will be based on the
salary earned by the executive during that quarter (reflecting the reduction in
base salary), but target long term compensation awards for 2009 shall be based
upon each executive's original, unreduced base salary in effect January 1, 2009.
With respect to the CEO's base salary reduction, any reference in the CEO's
Employment Agreement to base salary or salary (for example, in Section 3 (Term),
Section 6 (Severance) and Section 8 (Death)) shall be deemed to refer to the
CEO's original $695,000 salary.
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