MGRM » Topics » COMPENSATION DISCUSSION AND ANALYSIS

These excerpts taken from the MGRM 10-K filed Apr 30, 2009.

COMPENSATION DISCUSSION AND ANALYSIS

STYLE="margin-top:6px;margin-bottom:0px">Overview

The goal of our executive compensation
program is to provide a structure of incentives and rewards that will drive behavior and performance in a way that builds long-term value for our stockholders. In support of this goal, we have implemented compensation and benefit programs that are
designed to:

 







  

drive and reward performance;

 







  

align the interests of management and stockholders;

 


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enable the recruitment and retention of high quality executives; and

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

provide fair and reasonable levels of compensation.

FACE="Times New Roman" SIZE="2">We have implemented specific compensation elements to address these objectives. These have included base salary, equity participation, benefits and a cash bonus plan. Some of these are short-term in nature and others
are more relevant as longer term incentives and rewards. Our goal is to have a blend of compensation elements that in the aggregate meets the objectives described above.

FACE="Times New Roman" SIZE="2">The Compensation Committee of our Board of Directors oversees our executive compensation arrangements, in accordance with a committee charter approved by the Board of Directors.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">This discussion sets out our approach to executive compensation. However, overlaid on this approach is the Company’s financial position and the
general economic environment in which the Company operates. As a result of these factors, actions have been taken recently to eliminate cash bonus payments for 2008, to not implement a cash bonus program for 2009, and to maintain salaries at their
2008 levels without increases for 2009. In addition, our chief executive officer voluntarily took a salary reduction effective January 1, 2009. These actions are described below.

FACE="Times New Roman" SIZE="2">Reverse stock split

On October 27, 2008, our Board of Directors approved a 6-to-1 reverse stock
split, as previously authorized and approved by our stockholders at the September 19, 2007 annual meeting, which became effective on November 4, 2008. The reverse stock split resulted in a reduction in the number of shares of common stock
issuable upon the exercise of stock options or warrants and the conversion ratios of the respective convertible notes were automatically adjusted to reflect the reverse stock split. All stock options reflect the 6-to-1 reverse stock split of the
Company’s common stock.

COMPENSATION DISCUSSION AND ANALYSIS

STYLE="margin-top:6px;margin-bottom:0px">Overview

The goal of our executive compensation
program is to provide a structure of incentives and rewards that will drive behavior and performance in a way that builds long-term value for our stockholders. In support of this goal, we have implemented compensation and benefit programs that are
designed to:

 







  

drive and reward performance;

 







  

align the interests of management and stockholders;

 


7







Table of Contents








  

enable the recruitment and retention of high quality executives; and

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

provide fair and reasonable levels of compensation.

FACE="Times New Roman" SIZE="2">We have implemented specific compensation elements to address these objectives. These have included base salary, equity participation, benefits and a cash bonus plan. Some of these are short-term in nature and others
are more relevant as longer term incentives and rewards. Our goal is to have a blend of compensation elements that in the aggregate meets the objectives described above.

FACE="Times New Roman" SIZE="2">The Compensation Committee of our Board of Directors oversees our executive compensation arrangements, in accordance with a committee charter approved by the Board of Directors.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">This discussion sets out our approach to executive compensation. However, overlaid on this approach is the Company’s financial position and the
general economic environment in which the Company operates. As a result of these factors, actions have been taken recently to eliminate cash bonus payments for 2008, to not implement a cash bonus program for 2009, and to maintain salaries at their
2008 levels without increases for 2009. In addition, our chief executive officer voluntarily took a salary reduction effective January 1, 2009. These actions are described below.

FACE="Times New Roman" SIZE="2">Reverse stock split

On October 27, 2008, our Board of Directors approved a 6-to-1 reverse stock
split, as previously authorized and approved by our stockholders at the September 19, 2007 annual meeting, which became effective on November 4, 2008. The reverse stock split resulted in a reduction in the number of shares of common stock
issuable upon the exercise of stock options or warrants and the conversion ratios of the respective convertible notes were automatically adjusted to reflect the reverse stock split. All stock options reflect the 6-to-1 reverse stock split of the
Company’s common stock.

EXCERPTS ON THIS PAGE:

10-K (2 sections)
Apr 30, 2009
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