Transcend Services 8-K 2010
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): January 13, 2010
TRANSCEND SERVICES, INC.
(Exact name of registrant as specified in its charter)
One Glenlake Parkway, Suite 1325, Atlanta, GA 30328
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
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:
Compensation of Named Executive Officers
On January 13, 2010, the Compensation Committee of Transcend Services, Inc. (Transcend) completed its annual performance and compensation review of the Companys named executive officers (executive officers) as defined by Item 402(a)(3) of Regulation S-K and made recommendations to the Board of Directors for fiscal 2010 compensation. The following is a description of the compensation arrangements that were approved by the Board of Directors for Transcends executive officers:
Fiscal 2010 Annual Base Salary
The following salary changes were approved by the Board of Directors effective January 1, 2010:
Fiscal 2010 Target Awards under the 2010 Bonus Plan
For fiscal 2010, each of the executive officers is eligible to earn a cash incentive award under Transcends 2010 Bonus Plan based primarily on the achievement of specified objective performance targets and, to a lesser extent, other discretionary measures for the 2010 fiscal year. Mr. Gerdes, Mr. Cornell and Ms. McGrogan are each eligible to receive a bonus at a target rate of 50% of annual salary, with the potential to achieve 120% of the target rate (60% of annual salary) upon specified over-achievement of their objectives. Mr. Cooper is eligible to receive a target bonus of $60,000, with the potential to achieve 120% of the target bonus upon specified over-achievement of his objectives. Such bonuses, if any, will be paid in the first quarter of 2011.
In addition, Mr. Cooper is eligible to receive a commission equal to a percentage of first year annual revenue generated from 2010 new customer sales, earned and payable over the first year of the agreements. The percentage rate for each sale is based on total cumulative sales as follows:
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.