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8-K - FORM 8-K - COMSCORE, INC. | w82570e8vk.htm |
EX-99.1 - EX-99.1 - COMSCORE, INC. | w82570exv99w1.htm |
Exhibit 10.1
Summary of 2011 Amended and Restated Executive Compensation Bonus Policy
On April 28, 2011, the Compensation Committee (the Committee) of the Board of Directors of
comScore, Inc. (the Company), with input from its outside compensation consultant, approved
certain amendments to the Companys 2011 Executive Compensation Bonus Policy. Based on these
amendments, the Companys 2011 Executive Compensation Bonus Policy is amended and restated as follows:
Salary and Bonus Policy for Magid M. Abraham, Ph.D and Gian M. Fulgoni
On March 15, 2011, the Committee approved the payment of stock to Dr. Abraham and Mr. Fulgoni
in lieu of cash salary for the period from March 1, 2011 through December 31, 2011. The stock, to
the extent earned, would be issued as soon as practicable following the end of the Companys 2011
fiscal year and would be fully vested at the time it is issued. The amount of stock to be issued
would have a value at time of issuance equal to the amount of salary foregone by Dr. Abraham and
Mr. Fulgoni between March 1, 2011 through December 31, 2011 based on the closing price of Company
common stock as reported on the NASDAQ Global Market at the time of issuance. The amount of salary
foregone by each of Dr. Abraham and Mr. Fulgoni for such period is expected to be $393,100 and
$343,000, respectively. To the extent that each of Dr. Abraham and Mr. Fulgoni are liable for
employee withholding taxes, such amount shall reduce the net amount of shares ultimately issued to
each officer, respectively.
Also on March 15, 2011, the Committee approved 2011 short-term and long-term bonus target and
maximum levels for each of Magid M. Abraham and Gian M. Fulgoni as follows:
Value of Short-Term Performance-Based | Value of Long-Term Performance- | |||||||||||||||
Bonus Level for Annual Performance at | Based Bonus Level for Annual | |||||||||||||||
Time of Award | Performance at Time of Award | |||||||||||||||
Name and Principal Position | Target | Maximum | Target | Maximum | ||||||||||||
Magid M.
Abraham, Ph.D. |
$ | 471,750 | $ | 707,625 | $ | 1,179,000 | $ | 1,768,500 | ||||||||
President, Chief Executive Officer and Director |
||||||||||||||||
Gian M. Fulgoni |
311,400 | 467,100 | 795,800 | 1,193,800 | ||||||||||||
Executive Chairman of the Board of Directors |
The bonuses to each of Dr. Abraham and Mr. Fulgoni were originally intended to be
granted, if earned, in the form of restricted stock in first quarter 2012 based on the closing
price of Company common stock as reported on the NASDAQ Global Market at the time of grant.
On April 28, 2011, the Committee determined to award the amounts otherwise payable in
restricted stock for Dr. Abrahams and Mr. Fulgonis respective salary and bonus arrangements
discussed above in the form of restricted stock units to maximize the Companys ability to deduct
such amount for income tax purposes. Each of Dr. Abraham and Mr. Fulgoni were awarded unvested
restricted stock units based on a value per share of $29.43, the closing price of the Companys
common stock as reported on the NASDAQ Global Market at the time of grant, representing the maximum
possible award for each of foregone cash salary and short- and long-term performance-based bonuses,
as follows:
Short-Term Performance- | Long-Term Performance- | |||||||||||||||||||||||
Foregone Salary | Based Bonus | Based Bonus | ||||||||||||||||||||||
Value at | Value at | Value at | ||||||||||||||||||||||
Restricted | Time of | Restricted | Time of | Restricted | Time of | |||||||||||||||||||
Name and Principal Position | Stock Units | Award | Stock Units | Award | Stock Units | Award | ||||||||||||||||||
Magid M.
Abraham, Ph.D. |
13,357 | $ | 393,100 | 24,044 | $ | 707,625 | 60,091 | $ | 1,768,500 | |||||||||||||||
President, Chief Executive Officer and Director |
||||||||||||||||||||||||
Gian M. Fulgoni |
11,654 | $ | 343,000 | 15,871 | $ | 467,100 | 40,564 | $ | 1,193,800 | |||||||||||||||
Executive Chairman of the Board of Directors |
The restricted stock units representing the foregone cash salaries of each of Dr. Abraham
and Mr. Fulgoni shall vest on January 1, 2012, subject to their continued employment through such
date; provided, however, that to the extent the value of the restricted stock units on December 31,
2011 exceeds the salary foregone based on the then-closing price of the Companys common stock as
reported on the NASDAQ Global Market, such number of restricted stock units representing the value
of shares in excess of the foregone salary shall not vest and shall immediately forfeit to the
Company. To the extent the value of the restricted stock units awarded to each named executive
officer for foregone cash salary is less than the actual amount of salary foregone based on the
closing price of the Companys common stock
as reported on the NASDAQ Global Market on December 31, 2011, the Company shall award
additional shares of common stock representing the shortfall.
The restricted stock units representing the short-term bonus of each of Dr. Abraham and Mr.
Fulgoni shall vest as to the value of the short-term bonus earned by each such named executive
officer as determined by the Committee and based on the closing price of the Companys common stock
as reported on the NASDAQ Global Market at the time of determination. To the extent the value of
the restricted stock units based on the closing price of the Companys common stock as reported on
the NASDAQ Global Market at the time of determination exceeds the awarded short-term bonus at the
time such determination is made, such number of restricted stock units representing the value of
shares in excess of the short-term bonus shall not vest and shall immediately forfeit to the
Company. To the extent the value of the restricted stock units awarded to each named executive
officer for short-term bonus are less than the awarded bonus based on the closing price of the
Companys common stock as reported on the NASDAQ Global Market at the time of determination, the
Company shall award additional shares of common stock representing the shortfall.
The restricted stock units representing the long-term bonus of each of Dr. Abraham and Mr.
Fulgoni shall vest as to the value of the long-term bonus earned by each such named executive
officer as determined by the Committee and based on the closing price of the Companys common stock
as reported on the NASDAQ Global Market at the time of determination. To the extent the value of
the restricted stock units based on the closing price of the Companys common stock as reported on
the NASDAQ Global Market at the time of determination exceeds the awarded long-term bonus at the
time such determination is made, such number of restricted stock units representing the value of
shares in excess of the long-term bonus shall not become eligible to vest and shall immediately
forfeit to the Company. To the extent the value of the restricted stock units awarded to each
named executive officer for long-term bonus are less than the awarded bonus based on the closing
price of the Companys common stock as reported on the NASDAQ Global Market at the time of
determination, the Company shall award additional shares of common stock representing the
shortfall. One-quarter of the number of shares of the that are determined to be eligible for
vesting with respect to their long-term bonus shall vest immediately upon the date of
determination, and one-quarter of the shares eligible to vest would vest annually thereafter
beginning on the first anniversary of the date of determination until all the shares eligible to
vest have vested, subject to continued employment through each of the vesting dates.
In all cases, each of Dr. Abraham and Mr. Fulgoni must remain employed through the date that
short- and long-term bonus amounts are designated in order to vest in any portion of the awards.
The Committee, in its sole discretion,
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retains the right to amend, supplement, supersede or cancel
the bonus program for any reason, and reserves the right to determine whether and when to pay out
any awards, regardless of the achievement of the performance targets.
Form of Bonus Payable to Kenneth J. Tarpey, Gregory T. Dale and Christiana L. Lin
The Committee has approved 2011 short-term and long-term bonus target and maximum levels for
each of Kenneth J. Tarpey, Gregory T. Dale and Christiana L. Lin as follows:
Value of Short-Term Performance-Based | Value of Long-Term Performance- | |||||||||||||||
Bonus Level for Annual Performance at | Based Bonus Level for Annual | |||||||||||||||
Time of Award | Performance at Time of Award | |||||||||||||||
Name and Principal Position | Target | Maximum | Target | Maximum | ||||||||||||
Kenneth J. Tarpey |
$ | 98,438 | $ | 147,656 | $ | 295,313 | $ | 442,969 | ||||||||
Chief Financial Officer |
||||||||||||||||
Gregory T. Dale |
58,000 | 87,000 | 174,000 | 261,000 | ||||||||||||
Chief Operating Officer |
||||||||||||||||
Christiana L. Lin |
66,250 | 99,375 | 198,750 | 298,125 | ||||||||||||
Executive Vice President, General Counsel and Chief Privacy Officer |
The Company anticipates that each of the short-term and long-term bonus awards to Messrs.
Tarpey and Dale and Ms. Lin, if earned, will be issued in the form of restricted stock issued
during the first quarter of 2012 based on each executives actual performance and will be valued
based on the closing price of the Companys common stock as reported on the NASDAQ Global Market on
the date of grant.
Shares to be issued with respect to the short-term performance-based stock bonus awards will
be fully vested upon the grant date. One-quarter of the number of shares that become eligible to
vest with respect to the long-term performance-based stock bonus awards to each named executive
officer would vest immediately upon the grant date, and the one-quarter of the shares eligible to
vest would vest annually thereafter beginning on the first anniversary of the grant date until the
full amount of the award is vested, subject to continued employment through each of the vesting
dates.
In all cases, recipients must remain employed through the date that bonus awards are granted
in order to earn the awards. The Committee, in its sole discretion, retains the right to amend,
supplement, supersede or cancel the bonus program for any reason, and reserves the right to
determine whether and when to pay out any awards, regardless of the achievement of the performance
targets.
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