Amendment to Current Report — Form 8-K Filing Table of Contents
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2: EX-10.23 Material Contract -- exhibit_10-23 HTML 21K
One
Capital City Plaza, 3350 Peachtree Road, Suite 1600, Atlanta,
Georgia30326
(Address
of principal executive
offices) (Zip
Code)
Registrant’s
telephone number, including area code
(404)
364-5823
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
□
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR
240.14d-2(b))
□
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02(e). Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements with Certain Officers.
On
August 12, 2008, our Board of Directors adopted the 2008 Executive Compensation
Plan. The purpose of the Plan is to promote the interests of our
company by motivating our key employees to execute upon and achieve our business
plan and retaining key employees.
Under
the Plan, a bonus pool has been established, consisting of an aggregate of
30,769 restricted shares of our common stock, 100,000 options to acquire shares
of our common stock and $100,000, which is to be used as a tax offset for the
equity portion of the Plan. The shares of restricted stock and shares
issuable under the options granted under the Plan will be issued out of the
shares available under our 2006 Equity Incentive Plan. Six key
employees are eligible to participate in the Plan, including our Vice Chairman,
Henry Adorno, our President and Chief Operating Officer, Greg Swayne, and our
Chief Financial Officer, Shawn Meredith.
The restricted shares and options were
issued upon the adoption of the Plan. Assuming the performance
criteria are met, the restricted shares and options will vest on and the cash
tax offset will be paid on January 31, 2009. There are three
performance criteria, which if met will cause 33.4%, 33.3% and 33.3%,
respectively, of the bonus pool to vest. One performance
criteria, which required the launch of the Chinese version of the
“HowStuffWorks”website by June 2008, has been met. As a result,
10,277 shares of our common stock, 33,400 options to acquire shares of our
common stock and $33,400 of the tax offset have vested under the
Plan. The other two performance criteria are tied to website activity
and revenue during 2008.
In
the event that any participant is not employed on December 31, 2008, due to
resignation or termination by us for cause, the portion of the bonus pool
allocated to the participant will be forfeited. In the event that any
portion of the bonus pool does not vest because of failure to meet the
performance criteria, then such portion will be forfeited.
* The
registrant has requested confidential treatment with respect to certain portions
of this exhibit. Such portions have been omitted from this exhibit
and filed separately with the U.S. Securities and Exchange
Commission.
2
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
