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| MXM > SEC Filings for MXM > Form 8-K on 8-Apr-2009 | All Recent SEC Filings |
8-Apr-2009
Entry into a Material Definitive Agreement, Change in Directors or Principal Officers,
To the extent applicable, the contents of Item 8.01 below are incorporated into this Item 1.01.
Certain executive officers of the Registrant are participants under the Registrant's Executive Bonus Plan, as amended and restated in 2008 (the "Executive Bonus Plan"). On March 31, 2009, the Registrant completed an amendment (the "Amendment") to the Executive Bonus Plan that:
· restricts to $9.0 million the aggregate bonuses payable under Executive Bonus Plan in respect of any fiscal year;
· decreases the eligibility level for an Extraordinary Transaction (as defined in the Executive Bonus Plan) from $25.0 million to $10.0 million; and
· adds a performance goal for improved consolidated liquidity .
The above description is qualified in its entirety by the Amendment itself, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
On March 31, 2009, the Registrant's Section 162(m) Compensation Committee (the "162(m) Committee") adopted the 2009 bonus criteria under the Executive Bonus Plan for the two eligible participants - Charles E. Hurwitz, the Registrant's Chairman and Chief Executive Officer ("C. Hurwitz"), and Shawn M. Hurwitz, the Registrant's President ("S. Hurwitz"). Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to a public company for any compensation over $1.0 million paid to the chief executive officer and the four other most highly compensated officers of such company. Performance-based compensation is not subject to the deduction limit if certain requirements are met. The Executive Bonus Plan is designed to permit the award of bonuses meeting these requirements.
The Executive Plan provides for various categories under which the 162(m) Committee may establish specific performance goals (the "Bonus Criteria"). The 2009 Bonus Criteria for Mr. C. Hurwitz relate to improved consolidated financial results, the undertaking by the Registrant's consolidated business units of specified business opportunities, certain favorable developments in respect of the Registrant's racing operations, completion of an Extraordinary Transaction (as defined in the Executive Bonus Plan), improved earnings per share, improved consolidated liquidity position, and achievement by the Registrant's real estate, racing and corporate segments of their 2009 business plans. Mr. C. Hurwitz earns various specified amounts if such criteria are satisfied, subject to exercise by the 162(m) Committee of its "negative discretion" (the absolute discretion of the 162(m) Committee to reduce the actual bonus payable as the result of any of the criteria being achieved).
The 2009 Bonus Criteria for Mr. S. Hurwitz has categories that are substantially
similar to those for Mr. C. Hurwitz, although certain modifications were made in
view of Mr. S. Hurwitz's specific duties and responsibilities. Any amounts
earned by Mr. S. Hurwitz are also subject to the negative discretion of the
162(m) Committee.
The above description is qualified in its entirety by the actual 2009 Bonus Criteria for each of Messrs. C. Hurwitz and S. Hurwitz, copies of which are attached hereto as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference.
c) Exhibits
10.1 Amendment to the MAXXAM Executive Bonus Plan, dated March 31, 2009
10.2 2009 Bonus Criteria for the MAXXAM Chief Executive Officer under the Executive Bonus Plan
10.3 2009 Bonus Criteria for the MAXXAM President under the Executive Bonus Plan
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