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ALOY > SEC Filings for ALOY > Form 8-K on 6-Aug-2009All Recent SEC Filings

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Form 8-K for ALLOY INC


6-Aug-2009

Change in Directors or Principal Officers


ITEM 5.02 DEPARTURE OF DIRECTORS ORPRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORYARRANGEMENTS OF CERTAIN OFFICERS.

(a), (b), (c) and (d): Not applicable.

(e) On August 3, 2009, the Board of Directors of Alloy, Inc. (the "Company") approved the issuance to the Company's Chief Executive Officer and Chief Operating Officer the equity awards set forth below:

Named Executive Officer   Number of Shares of Restricted Stock   Number of Stock Options
Matthew C. Diamond        224,031(1)                             234,235(2)
James K. Johnson, Jr.     224,031(1)                             234,235(2)

(1) Of the 224,031 shares of restricted stock, 47,506 are immediately vested with the remaining shares vesting equally over a three year period on each of March 30, 2010, 2011 and 2012.

(2) Such options have an exercise price equal to $6.35, the closing price of Company common stock on the date of grant and vest equally over a three year period on each of March 30, 2010, 2011 and 2012.

The above-listed grants were made in accordance with the terms of the Amended and Restated Alloy, Inc. 2007 Employee, Director and Consultant Stock Incentive Plan (the "Plan"), which was approved by the Company's stockholders at the July 16, 2009 annual meeting of stockholders. Each of the grants also have additional terms and conditions consistent with the Plan, the agreement under which each grant was made and each officer's employment agreement.

As stated in the Company's proxy statement filed with the Securities and Exchange Commission on May 28, 2009 (the "Proxy Statement"), the Board would have approved certain equity issuances to each of the Company's Chief Executive Officer and Chief Operating Officer but for certain NASDAQ listing requirements and the limitations of the Plan prior to its amendment and restatement. The Proxy Statement also disclosed the Board's intent to make modifications to the intended equity grants to provide equivalency to such officers. The approved equity grants listed above take the place of those grants set forth in the Proxy Statement that the Board had intended to approve, with the additional shares of restricted stock intended to make up for the lost value incurred by the officers due to the higher option exercise price than if those options had been issued when the Board originally convened to discuss Chief Executive Officer and Chief Operating Officer compensation.

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