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Quotes & Info
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| CYBS > SEC Filings for CYBS > Form 8-K on 20-Apr-2009 | All Recent SEC Filings |
20-Apr-2009
Change in Directors or Principal Officers
On March 17, 2009, at a regularly scheduled meeting, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of the Company approved the following increases in the annual salaries of the following executive officers, to be effective as of April 1, 2009:
Increase in Annual Salary
Name Position Annual Salary Following Increase
William S. McKiernan Chairman of the $80,000 $465,000
Board and Chief
Executive Officer
Steven D. Pellizzer Chief Financial $15,000 $305,000
Officer and Senior
Vice President,
Finance
Scott Cruickshank President and Chief - $325,000
Operating Officer
Robert J. Ford Chief Technology - $285,000
Officer and
Executive Vice
President, Product
Development
Michael A. Walsh Senior Vice $8,000 $275,000
President Worldwide
Sales
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On March 17, 2009, the Committee also approved the CyberSource Corporation 2009 Executive Bonus Plan, which provides for bonuses for all eligible CyberSource employees with a title of vice president or above ("Participant") based on the Company's achievement of certain annual financial targets. Upon the Company's achievement of its internal, full year non-GAAP operating income target set forth in the 2009 financial plan, adopted and approved by the Board, as may be amended from time to time at the sole discretion of the Board, all Participants, will receive a target bonus amount. Non-GAAP operating income excludes stock based compensation, depreciation and amortization expense and certain non-recurring items. For each Participant the target bonus amount is fixed. For each Participant who is a named executive officer, the target bonus amount is as set forth in the table below. Participants may also be eligible for incremental bonuses, which are bonuses in excess of the target bonus amounts. The incremental bonus pool will be funded with one dollar for every dollar of achievement in excess of the Company's full year non-GAAP operating income target set forth in the 2009 financial plan until the incremental bonus pool is fully funded. For each Participant who is a named executive officer, the maximum incremental bonus amount is as set forth in the table below.
The total, pre-tax dollar amount of target bonus (including incremental bonus if applicable) paid to each Participant is comprised of two components. Seventy-five percent (75%) of the bonus amount is based on overall Company performance relative to its full year, non-GAAP operating income target. Twenty-five percent (25%) of the bonus amount is based on the performance of each individual Participant. For each Participant who is a named executive officer (other than
Bonus Amount for
Achieving
Non-GAAP
Operating Maximum
Income Target Incremental
and Individual Bonus Total Maximum
Performance Amount for Over- Bonus for
Name Position Targets achievement 2009
William S. Chairman of the $302,250 $165,000 $467,250
McKiernan Board and Chief
Executive
Officer
Steven D. Chief Financial $122,000 $50,000 $172,000
Pellizzer Officer and
Senior Vice
President,
Finance
Scott President and $130,000 $115,000 $245,000
Cruickshank Chief Operating
Officer
Robert J. Ford Chief $85,500 - $85,500
Technology
Officer and
Executive Vice
President,
Product
Development
Michael A. Senior Vice $25,000 $25,000 $50,000
Walsh President
Worldwide Sales
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Mr. Walsh, pursuant to his 2009 commission plan, may also earn up to an additional $25,000 per quarter in the form of commissions based on our attaining certain non-GAAP net revenue targets. In addition, Mr. Walsh is entitled to receive a 3% commission on the excess of the target amounts.
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