Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
SDBT > SEC Filings for SDBT > Form 8-K on 18-Dec-2012All Recent SEC Filings

Show all filings for SOUNDBITE COMMUNICATIONS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SOUNDBITE COMMUNICATIONS INC


18-Dec-2012

Change in Directors or Principal Officers, Financial Statements and


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The 2013 annual base salaries of the Plan Executives as established under the Compensation Plan are as follows:

• James A. Milton, $350,200;

• Robert C. Leahy, $273,500;

• Timothy R. Segall, $265,200; and

• Mark D. Friedman, $265,200.

Variable Performance-Based Compensation for General Participants

The aggregate target bonus amount established under the Compensation Plan for the President and Chief Executive Officer, the Chief Operating Officer and Chief Financial Officer, and the Chief Technology Officer, or collectively the General Participants, is $427,000, or the General Bonus Target.

The portion of the aggregate target bonus payable to the General Participants is based upon components for revenue (33%), pro forma EBITDA (33%) and strategic initiatives and goals (34%).

• The revenue component will be earned on an annual basis and will be computed in accordance with a schedule approved by the compensation committee, which schedule must provide that the revenue component will be payable in full if and only if revenue for 2013 equals or exceeds the amount of revenue reflected in our operating plan for 2013.

• Pro forma earnings before interest, taxes, depreciation and amortization, or EBITDA, is defined as operating income determined in accordance with U.S. GAAP, plus (a) the total amount of expense recorded in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718, (b) the total amount of amortization of intangibles recorded in accordance with U.S. GAAP, (c) the total amount of depreciation expense recorded in accordance with U.S. GAAP and (d) the total amount of expense recorded in accordance with U.S. GAAP as a result of the pro forma EBITDA component. The pro forma EBITDA component of the General Bonus Target will be earned on an annual basis and will be computed in accordance with a schedule approved by the compensation committee, which schedule must provide that the pro forma EBITDA component will be payable in full if and only if pro forma EBITDA for 2013 equals or exceeds the amount of pro forma EBITDA reflected in our operating plan for 2013 plus $167,910 (the amount of the pro forma EBITDA component for all Plan participants' bonus target).

• The compensation committee is responsible for identifying strategic initiatives and goals and for evaluating and determining the extent to which each of those initiatives and goals is satisfied as of December 31, 2013.

The portion of the aggregate general bonus target payable to the General Participants will be allocated among the General Participants in accordance with the following percentages:

• James A. Milton, 43.33% (maximum of $185,000);

• Robert C. Leahy, 31.38% (maximum of $134,000); and

• Timothy R. Segall, 25.29% (maximum of $108,000).

Amounts payable under the General Bonus Target will be due within 30 days after the later of (a) the issuance of an audit report with respect to our consolidated financial statements for 2013 and (b) the approval by the compensation committee of the General Bonus Target amounts payable, provided that in no event will payment be due later than March 15, 2014.


Variable Performance-Based Bonus for CMO

The aggregate amount of the target bonus available for the Executive Vice President and General Manager, Mobile Services Business Unit, and Chief Marketing and Business Development Officer, or CMO, is $108,000, or the CMO Bonus Target.

The aggregate amount of the CMO Bonus Target payable to the CMO will equal the sum of the components for mobile services business unit revenue (50%), revenue component (20%), pro forma EBITDA component (20%), and strategic initiatives and goals (10%).

• The mobile services business unit, or MSBU, revenue component will be earned on an annual basis and will be computed in accordance with a schedule approved by the compensation committee, which schedule must provide that the MSBU revenue component will be payable on a commission basis.

• The revenue component will be earned on an annual basis and will be computed in accordance with a schedule approved by the compensation committee, which schedule must provide that the revenue component will be payable in full if and only if revenue for 2013 equals or exceeds the amount of revenue reflected in our operating plan for 2013.

• Pro forma EBITDA is defined as operating income determined in accordance with U.S. GAAP, plus (a) the total amount of expense recorded in ASC 718,
(b) the total amount of amortization of intangibles recorded in accordance with U.S. GAAP, (c) the total amount of depreciation expense recorded in accordance with U.S. GAAP and (d) the total amount of expense recorded in accordance with U.S. GAAP as a result of the pro forma EBITDA component of the CMO Bonus Target. The pro forma EBITDA component of the CMO Bonus Target will be earned on an annual basis and will be computed in accordance with a schedule approved by the compensation committee, which schedule must provide that the pro forma EBITDA component will be payable in full if and only if pro forma EBITDA for 2013 equals or exceeds the amount of pro forma EBITDA reflected in our operating plan for 2013 plus $167,910 (the amount of the pro forma EBITDA component for all Plan participants' bonus target).

• The compensation committee is responsible for identifying strategic initiatives and goals and for evaluating and determining the extent to which each of those initiatives and goals is satisfied as of December 31, 2013.

Amounts payable under the CMO Bonus Target will be due within 30 days after the later of (a) the issuance by our independent registered public accounting firm of an audit report with respect to our consolidated financial statements for 2013 and (b) the determination and approval by the compensation committee of the CMO Bonus Target amount payable, provided that in no event will payment be due later than March 15, 2014.

A copy of the Compensation Plan is filed as Exhibit 10.1 with this current report on Form 8-K and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1 2013 Management Cash Compensation Plan


  Add SDBT to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for SDBT - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2013 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.