NTELOS Holdings 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 2007
NTELOS HOLDINGS CORP.
(Exact Name of Registrant as Specified in Charter)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
¨ 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))
On March 5, 2007, the Compensation Committee of the Board of Directors of NTELOS Holdings Corp. (the Company), after considering a competitive market review of total compensation for its executive officers, established the following base salaries for the following named executive officers to be effective April 1, 2007: James S. Quarforth, President and Chief Executive Officer, $450,000; Carl A. Rosberg, Executive Vice President and President, Wireless, $300,000; Michael B. Moneymaker, Executive Vice President, Chief Financial Officer, Treasurer and Secretary, $269,000; David R. Maccarelli, Executive Vice President and President, Wireline, $244,000; and Mary McDermott, Senior Vice President, Legal and Regulatory Affairs, $196,000.
2006 Team Incentive Plan Bonus Payments
On March 5, 2007, the Compensation Committee of the Board of Directors, after review of the Companys consolidated financial results for 2006 and taking into consideration the Companys goals for 2006 with respect to revenues, Adjusted EBITDA (as defined under the Team Incentive Plan, which generally represents earnings before interest, income taxes, depreciation and amortization, gain (loss) on sale of assets, accretion of asset retirement obligations, capital and operational restructuring charges, non-cash compensation charges advisory fees and certain other expenses) and Adjusted EBITDA minus capital expenditures (free cash flow), and each individuals performance, approved bonus payments under the Companys 2006 Team Incentive Plan for the following named executive officers: Mr. Quarforth, $379,413; Mr. Rosberg, $234,501; Mr. Moneymaker, $216,072; Mr. Maccarelli, $188,574; and Ms. McDermott, $138,529.
2007 Team Incentive Plan
On March 5, 2007, the Compensation Committee of the Board of Directors, after considering a competitive market review of cash bonuses as a percentage of base salary, approved the 2007 Team Incentive Plan (the 2007 Plan). The 2007 Plan establishes the performance measures for fiscal 2007 bonus payouts for the Companys executive officers, including its chief executive officer and its other named executive officers. For the named executive officers other than the chief executive officer, the 2007 Plan establishes a target individual payout percentage ranging from 50% to 60% of eligible base salary. The chief executive officers target individual payout percentage under the 2007 Plan is 75% of his eligible base salary. The 2007 plan provides for threshold (50%), target (100%) and maximum (200%) bonus payouts tied to the Companys performance in 2007 in the areas of revenues, Adjusted EBITDA and free cash flow. Bonus payouts tied to company performance in the areas of revenues, Adjusted EBITDA and free cash flow are contingent upon the Companys achievement of the threshold (50%) level of performance in each such area. A weighted company performance percentage will be calculated based on the achievement and weighting percentage for each of these company performance factors. The bonus plan also contains an individual performance factor to be taken into account when allocating bonuses to each of the executive officers.
The 2007 Plan provides for an individual incentive award that is equal to the product of (i) individual base salary earnings, (ii) an individual payout percentage (as finally determined based on achievement of individual performance objectives) and (iii) the weighted company performance percentage. The Board of Directors retains discretion to adjust individual incentive awards higher or lower to reflect the individuals performance in relation to the performance of other employees. The final bonus amounts paid, if any, shall be determined by the Board of Directors based on the achievements of the company performance measures and the individual performance factors.
2007 Stock Option Grants
On March 5, 2007, the Compensation Committee of the Board of Directors, after considering a competitive market review of long-term incentives for its executive officers, approved stock option grants under the Companys Amended and Restated Equity Incentive Plan for the following named executive officers: Mr. Quarforth, 66,066; Mr. Rosberg, 26,177; Mr. Moneymaker, 23,100; Mr. Maccarelli, 20,953; and Ms. McDermott, 8,144. These stock options were issued with an exercise price of $18.14 per share, which represents the closing price of the Companys stock on March 5, 2007, with 50% of each of the grants vesting in March 2009, 25% in March 2010, and 25% in March 2011. The form of stock option grant award agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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 duly authorized.
Date: March 6, 2007