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CYBS > SEC Filings for CYBS > Form 8-K on 20-Apr-2009All Recent SEC Filings

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Form 8-K for CYBERSOURCE CORP


20-Apr-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 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

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

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Mr. McKiernan) the individual performance objectives are set by Mr. McKiernan with the consent of the Committee. For Mr. McKiernan, the individual performance objectives are set by the Committee.

                                   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

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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