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EPAX > SEC Filings for EPAX > Form 8-K on 13-May-2009All Recent SEC Filings

Show all filings for AMBASSADORS GROUP INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AMBASSADORS GROUP INC


13-May-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 Arrangement of Certain Officers.

At the annual meeting of stockholders of Ambassadors Group, Inc. (the "Company") held on May 7, 2009 (the "Approval Date"), the Company's stockholders approved the Ambassadors Group, Inc. 2009 Equity Participation Plan (the "2009 Plan"). The 2009 Plan replaces the Company's existing 2001 Equity Participation Plan (the "Prior Plan"). Under the 2009 Plan, the Company may grant stock-based incentive compensation awards to eligible employees (including officers), non-employee directors and consultants in the form of distribution equivalent rights, incentive stock options, non-qualified stock options, performance share awards, performance unit awards, restricted stock awards, restricted stock units awards, stock appreciation rights, tandem stock appreciation rights, unrestricted stock awards or any combination of the foregoing, as may be best suited to the circumstances of the particular employee, director or consultant. The maximum aggregate number of shares of common stock of the Company, par value $0.01 ("Common Stock") which may be issued under the 2009 Plan is 1,200,000 shares, plus any shares of Common Stock which as of the Approval Date are available for issuance under the Company's Prior Plan, which total 204,458 shares.

For a more detailed description of the 2009 Plan, see Item 3 of the Company's Definitive Proxy Statement of Schedule 14A, filed with the Securities and Exchange Commission on April 6, 2009 (the "Proxy Statement"). The foregoing description of the 2009 Plan is only a summary and is qualified in its entirety by the full text of the 2009 Plan, which is included as Appendix A to the Company's Proxy Statement and is incorporated by reference herein as Exhibit 10.1.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1: Ambassadors Group, Inc. 2009 Equity Participation Plan (incorporated by reference to Appendix A to the Company's Proxy Statement for its annual meeting of stockholders held on May 7, 2009).

Exhibit 10.2:             Form of Director Restricted Stock Award Agreement

Exhibit 10.3:             Form of Stock Option Agreement - Director
Non-Qualified Stock Option

Exhibit 10.4:             Form of Employee Restricted Stock Award Agreement

Exhibit 10.5:             Form of Stock Option Agreement - Employee
Non-Qualified Stock Option

Exhibit 10.6:             Form of Consultant Restricted Stock Award Agreement

Exhibit 10.7:             Form of Consultant Non-Qualified Stock Option

Exhibit 10.8:             Form of Stock Option Agreement - Incentive Stock
Option


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