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ASIA > SEC Filings for ASIA > Form 8-K on 19-Mar-2009All Recent SEC Filings

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Form 8-K for ASIAINFO HOLDINGS INC


19-Mar-2009

Change in Directors or Principal Officers, Financial Statements and Exhibit


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

(e) On March 16, 2009, the Compensation Committee of the Board of Directors of AsiaInfo Holdings, Inc. (the "Company") granted new performance stock unit awards to certain officers and employees under the Company's 2008 Stock Incentive Plan (the "Plan"). In the aggregate, 1,650,000 performance stock unit awards were granted. The following table sets forth the number of performance stock units granted to each of the Company's "named executive officers" (as defined by Item 402(a)(3) of Regulation S-K):

                      Named Executive Officer Awards Table



       Named Executive Officer                Number of Performance Stock Units
Steve Zhang                                                247,500
President and Chief Executive Officer
Wei Liu                                                    60,000
Vice President and Chief Financial
Officer
Yinhu Zhang                                                30,500
Vice President and General Manager of
HR & Admin.
Jian Qi                                                    35,000
President and Chief Executive Officer
of Lenovo-AsiaInfo Division
Feng Liu                                                   44,500
Vice President and General Manager of
R&D of AsiaInfo Technologies Division

The new awards will vest based on performance-based criteria, provided the award holder continues to be an employee of, or service provider to, the Company or its subsidiaries at the time the performance goals are met. The performance goals are based on targeted increases in the Company's operating profit for each of the three twelve-month periods commencing on October 1, 2008, October 1, 2009 and October 1, 2010, respectively, as compared to the immediately preceding twelve-month period (the "Annual Operating Profit Growth Rate"). Each recipient's performance stock units are allocated in three equal proportions over the three twelve-month periods. The performance stock units allocated to each such twelve-month period shall vest based on the following schedule: (a) if the Annual Operating Profit Growth Rate is between 25% and 33%, then 45.5% of the performance stock units allocated to the period shall vest; (b) if the Annual Operating Profit Growth Rate is between 33% and 40%, then 54.5% of the performance stock units allocated to the period shall vest; (c) if the Annual Operating Profit Growth Rate is between 40% and 45%, then 72.7% of the performance stock units allocated to the period shall vest; and (d) if the Annual Operating Profit Growth Rate is equal to or more than 45%, then 100% of the performance stock units allocated to the period shall vest. Any performance stock units that do not vest at the end of a twelve-month period due to the Company's failure to achieve the relevant Annual Operating Profit Growth Rate thresholds shall expire and be automatically forfeited. Each performance stock unit represents the contingent right of the participant to receive a payment in respect of a share of common stock, whether in shares, cash, or a combination thereof, subject to the terms and conditions of the Performance Stock Unit Award Agreement.

The purpose of these new awards is to incentivize the Company's employees and better align their interests with shareholder interests.

The form of Performance Stock Unit Award Agreement is filed herewith.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Description
10.1 Form of Asiainfo Holdings, Inc. Performance Stock Unit Award Agreement


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