NTELOS Holdings 8-K 2009
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 4, 2009 (March 2, 2009)
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):
2008 Bonus Payments
On March 2, 2009, the Compensation Committee of the Board of Directors of NTELOS Holdings Corp. (the Company), after review of the Companys consolidated financial results for 2008 and taking into consideration the Companys targets for 2008 with respect to revenues and Adjusted EBITDA (as defined under the 2008 Team Incentive Plan, which generally represents net income before interest, loss on interest rate swap agreement, income taxes, minority interests, other income, depreciation and amortization, accretion of asset retirement obligations, voluntary early retirement program charges and non-cash compensation charges), and each individuals performance, approved bonus payments under the Companys 2008 Team Incentive Plan (and, as applicable, supplemental bonus payments) for the following named executive officers: James S. Quarforth, President and Chief Executive Officer, $612,089; Carl A. Rosberg, Executive Vice President and President, Wireless, $230,636; Michael B. Moneymaker, Executive Vice President, Chief Financial Officer, Treasurer and Secretary, $212,335; David R. Maccarelli, Executive Vice President and President, Wireline, $185,550; and Mary McDermott, Senior Vice President, Legal and Regulatory Affairs, $123,844.
On March 2, 2009, the Compensation Committee, 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, 2009: Mr. Quarforth, $570,000; Mr. Moneymaker, $308,485; Mr. Maccarelli, $262,642; and Ms. McDermott, $208,138. (As the Company announced in October 2008, Mr. Rosberg is retiring from the Company in March 2009.) The Compensation Committee previously approved cash and equity compensation for the Companys incoming President and Chief Operating Officer, James A. Hyde, as reported in the Companys Form 8-K dated January 13, 2009.
2009 Team Incentive Plan
On March 2, 2009, the Compensation Committee, after considering a competitive market review of cash bonuses as a percentage of base salary, approved the 2009 Team Incentive Plan (the 2009 Plan). The 2009 Plan establishes the performance measures for fiscal 2009 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 2009 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 2009 Plan is 100% of his eligible base salary. The 2009 Plan provides for threshold (50%), target (100%) and maximum (200%) bonus payouts tied to the Companys performance in 2009 in the areas of revenues (40% weighting) and Adjusted EBITDA (60% weighting). Bonus payouts tied to Company performance in the areas of revenues and Adjusted EBITDA 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 2009 Plan contains an individual performance factor to be taken into account to determine whether a bonus payout under the 2009 Plan to an executive officer shall be reduced to reflect the executive officers performance in relation to the performance of other executive officers.
The 2009 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 final bonus amounts paid, if any, shall be determined by the Compensation Committee based on the achievements of the Company performance measures and the individual performance factors.
2009 Equity Award Grants
On March 2, 2009, the Compensation Committee, 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. Moneymaker, 23,100; and Ms. McDermott, 8,144. These stock options were issued with an exercise price of $18.02 per share, which represents the closing price of the Companys stock on March 2, 2009, with 25% of each of the
grants vesting on March 2, 2010, March 2, 2011, March 2, 2012 and March 2, 2013, respectively. The Compensation Committee also approved the grant of 18,132 restricted stock awards for Mr. Moneymaker and 7,191 restricted stock awards for Ms. McDermott. These restricted stock awards generally vest on March 2, 2012. The Compensation Committee also approved the grant of 20,184 restricted stock awards for Mr. Quarforth and 6,728 restricted stock awards for Mr. Maccarelli, each of which vest on March 2, 2010 and provide for vesting of all or a pro rata portion of the awards upon Mr. Quarforths and Mr. Maccarellis earlier termination of employment under specified circumstances. Mr. Quarforths and Mr. Maccarellis form of restricted stock 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 4, 2009