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| BDMS > SEC Filings for BDMS > Form 8-K on 8-Jun-2009 | All Recent SEC Filings |
8-Jun-2009
Change in Directors or Principal Officers
(e)
On June 3, 2009, the Compensation Committee of Birner Dental Management Services, Inc. (the "Company") adopted a Long-Term Incentive Program (the "LTIP"). The LTIP, which will operate under the Company's 2005 Equity Incentive Plan, as amended (the "2005 Plan"), provides for long-term performance-based cash and stock opportunities for the executive officers of the Company. Details of the LTIP are as follows:
• The Company's executive officers may earn an aggregate of up to $1,050,000 in cash and up to 80,000 shares of common stock of the Company. The Company issued restricted stock units with respect to the 80,000 shares. Frederic W.J. Birner, the Company's Chairman and Chief Executive Officer, Dennis N. Genty, the Company's Chief Financial Officer, and Mark A. Birner, D.D.S, the Company's President, may earn up to 50%, 25% and 25% of the foregoing amounts, respectively.
• Of the foregoing amounts, 24%, 33% and 43% can be earned in each of 2009, 2010 and 2011, respectively.
• The executive officers may earn the foregoing amounts through achievement by the Company of performance targets related to patient revenue growth, practice additions, adjusted EBITDA margin and earnings per share growth. The executive officers will earn 100% of the amounts allocated to a particular year if the Company exceeds all four of the annual performance targets, 90% if the Company exceeds three of the four annual performance targets, 66 2/3% if the Company exceeds two of the four annual performance targets, and 0% if the Company exceeds fewer than two of the four annual performance targets. The Compensation Committee will review each of the performance targets annually and will administer the LTIP.
• All amounts vest only if the executive officer is employed by the Company on December 31, 2011 and will be payable during the first quarter of 2012.
On June 4, 2009, the Company's shareholders approved an amendment to the 2005 Plan to increase the number of shares of common stock authorized under the 2005 Plan from 425,000 to 625,000.
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