Volkswagen (VLKAY)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 24, 2010, Timothy M. Buono, a member of the Board of Directors (the “Board”) of Genoptix, Inc., a Delaware corporation (“Genoptix”), notified the Board of his decision not to stand for re-election at Genoptix’s 2010 annual meeting of stockholders. Mr. Buono will continue to serve as a director of Genoptix until the 2010 annual meeting of stockholders, which is currently scheduled to be held on June 1, 2010.

SIGNATURE

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, thereunto duly authorized.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers

2010 Salaries and Bonus Targets. On February 15, 2010, the Compensation Committee of the Board of Directors of RTI Biologics, Inc. (the “Company”) approved 2010 salaries and a bonus plan (the “2010 Bonus Plan”) providing for the payment of cash bonuses based on the Company’s operating results for the 2010 calendar year. The 2010 Bonus Plan sets target bonus amounts and performance criteria for executive officers. The performance criteria include net income, operating cash flow, and revenues. As in the past, the Compensation Committee retains discretion to take other factors into account in determining bonuses and to award no bonuses even if performance criteria are met.

The table below sets forth the 2010 salaries and bonus targets (expressed as a percentage of salary) for the Company’s chief executive officer, principal financial officer and three most highly compensated executive officers other than the chief executive officer and principal financial officer:

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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 25, 2010, MoneyGram International, Inc. (the "Corporation") announced that its independent directors, Jess T. Hay, Othón Ruiz Montemayor and Albert M. Teplin, have determined not to seek re-election as directors at the Corporation's annual stockholders meeting in 2010.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 24, 2010, the Compensation Committee of the Board of Directors of Piper Jaffray Companies (the "Company") approved the terms and conditions of the annual incentive program under which the Company’s executive officers who serve on the Company’s Leadership Team may earn annual incentive compensation for 2010. Under the program, each participating officer has been granted a qualified performance-based award under the Company’s Amended and Restated 2003 Annual and Long-Term Incentive Plan (the "Plan"). Each award entitles its recipient to receive certain cash and equity incentive compensation for 2010 based on the Company’s pre-tax operating income for 2010, as adjusted to eliminate certain compensation expenses and certain other expenses, losses, income or gains that are unusual in nature or infrequent in occurrence. The terms of the annual incentive program designate the percentage of adjusted pre-tax operating income that may be paid out under the qualified performance-based awards to any individual participant, and the maximum percentage of adjusted pre-tax operating income that may be paid out under the awards to all of the participants as a group. The amounts payable under the qualified performance-based awards may be reduced in the discretion of the Compensation Committee based on corporate, line of business and individual performance and also are subject to dollar and share limits set forth in the Plan. The Company’s principal executive officer, principal financial officer, chief administrative officer, general counsel, and the heads of each of its lines of business participate in the annual incentive program.

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.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 23, 2010, Sonus Networks, Inc. (the “Company”) adopted a Senior Management Cash Incentive Plan (the “Plan”) to provide incentives for certain management employees of the Company to achieve a sustained, high level of financial and other measures of success for the Company. Those eligible to participate in the Plan are employees designated “director level” and above, and include the Company’s Chief Executive Officer, Interim Chief Financial Officer and all other executive officers.

Pursuant to the terms of the Plan, the Compensation Committee or its delegate (the “Administrator”) serves as the administrator of the Plan. The Plan provides for annual cash bonuses linked to the achievement of a combination of certain corporate financial goals and individual personal goals. These corporate and personal goals will be set at the beginning of each year by the Administrator based on one or more performance measures (including financial, operational and stock based measures) described in the Plan.

The foregoing description is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 22, 2010, Lawrence Ruden resigned as a member of the registrant’s Board of Directors. A copy of Mr. Ruden’s Resignation Letter is attached hereto as Exhibit 99.1.

On February 23, 2010, the registrant’s Board of Directors appointed:

i.

Marjorie DeHey Daleo, its current president, as the registrant’s chief executive officer. Ms. Daleo was also appointed to serve as the chief executive officer of Mediavix, Inc., the registrant’s wholly owned subsidiary.

ii.

Paul E. Wright as the registrant’s chief strategy officer. Mr. Wright was also appointed to serve as the chief strategy officer of Mediavix.

There are no arrangements or understandings between either Ms. Daleo or Mr. Wright, and any other persons pursuant to which they were appointed to their respective positions with the registrant. There is no family relationship between either Ms. Daleo or Mr. Wright, and any director, executive officer, or person nominated or chosen by the registrant to become a director or executive officer of the registrant. The Board of Directors has no specific committees of the Board of Directors at this time.

In exchange for serving as the chief executive officer of Mediavix and as a member of its Board of Directors, Ms. Daleo shall receive as compensation, among other things, a base salary of $10,000 per month; a stock award of 375,000 shares of the registrant’s restricted common stock; and a warrant to purchase up 1,125,000 shares of the registrant’s common stock at the exercise price of $0.001 per share. All 375,000 shares of common stock vest 90 days from their issue date. The warrant vests annually over three (3) years in equal installments of 375,000 shares per year as follows: 375,000 warrants vest on each of February 23, 2011, February 23, 2012 and February 23, 2013. Currently, there is no written employee agreement in place between the registrant, Mediavix and Ms. Daleo.

In exchange for serving as the chief strategy officer of Mediavix and as a member of its Board of Directors, Mr. Wright shall receive as compensation, among other things, a base salary of $10,000 per month; a stock award of 375,000 shares of the registrant’s restricted common stock; and a warrant to purchase up 1,125,000 shares of the registrant’s common stock at the exercise price of $0.001 per share. All 375,000 shares of common stock vest 90 days from their issue date. The warrant vests annually over three (3) years in equal installments of 375,000

shares per year as follows: 375,000 warrants vest on each of February 23, 2011, February 23, 2012 and February 23, 2013.  Currently, there is no written employee agreement in place between the registrant, Mediavix and Mr. Wright.

Ms. Daleo has served as the registrant’s president, treasurer and secretary since December 15, 2009. Since September 2008 to present, Ms. Daleo has been a partner with MediaMojos, LLC which provides crucial consulting services to small and emerging businesses seeking opportunities in the entertainment, broadcast, advertising and wireless market segments in international markets. From September 2008 to March 2009, Ms. Daleo served as Senior Vice President - Global Strategy and Alliances at Blastbeat, a Teen Music & Multimedia Business project. From February 2004 to September 2008, Ms. Daleo served as Senior Vice President - Digital Media, Entertainment and Telcoms at Enterprise Ireland, a government agency responsible for the development and promotion of world-class Irish companies.  Prior to that time she served as a Competitive Intelligence Marketing Manager at LexisNexis (1999 – 2003), and as a Legal Affairs Attorney at Metro-Goldwyn-Mayer Inc. (1995 to 1999). Ms. Daleo holds an MBA degree from University of California, Los Angeles - The Anderson School of Management, a J.D. degree from California Western School of Law and a B.A. degree from Cornell University.

Mr. Wright has served as a consultant to Mediavix since December 2009. Prior to that time, in 2000 Mr. Wright founded Frequency Media, a company dedicated to a small niche in music business intelligence, which he moved through a strategic sale to become a co-founder of Mediaguide, which has grown to 30+ employees, international operations and digital & mobile support services to compliment its core digital fingerprinting software development & deployment, broadcast radio monitoring and business intelligence capabilities.  Mr. Wright held the following positions with that company since May 2004: Vice President, Music Business Development (May 2004 – May 2005), Vice President, Business Development, (June 2005 – September 2007), Senior Vice President, Strategic Alliances & Marketing (October 2007 – February 2009). Mr. Wright holds B.A. degrees in Economics and Journalism from Washington & Lee University.  

The registrant has not entered into any transactions with either Ms. Daleo or Mr. Wright that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 17, 2010, the Compensation Committee of the Company's Board of Directors approved certain criteria upon which management incentive cash compensation earned in the 2010 fiscal year will be based. The specific criteria include: successful completion of the Phase II clinical trial for the Company's product candidate FV-100; advancement of the development of the Company's HCV program, including product candidate INX-189; and other criteria that the Company does not publish because doing so would disclose confidential business information.

The objectives are weight-adjusted and the amount of any incentive cash compensation awarded will be based on the Committee’s assessment of the level of achievement (measured both in time and success) of the specific criteria as a percentage that may be less than, equal to or exceed 100% in aggregate. The objectives include up to 50% in additional weighting associated with goals or criteria considered by the Compensation Committee to be particularly challenging or unexpected that, if achieved, would be expected to provide substantial added benefit to the Company and its stockholders. As a result, the aggregate weight ascribed to some of the objectives for 2010 could be as high as 150%.

Annual incentive cash compensation of executive officers of the Company, which include the principal executive officer and the other named executive officers is determined based on the percentage level of the criteria achieved as determined by the Compensation Committee as described above. Accordingly, annual incentive cash compensation for a particular year for each employee in this group is determined by multiplying the amount of his or her base salary for that year, times an amount up to his or her contractual target bonus percentage times the percentage level of achievement of the criteria as determined by the Compensation Committee. The Compensation Committee has the discretion to increase or decrease a particular executive's bonus amount above his or her contractual target bonus percentage based on such executive's individual performance.

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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 16, 2010, the Compensation Committee of the Board of Directors of Santander BanCorp (the "Company") approved an increase in the base annual salary of Mr. Juan Moreno from $775,000 to $850,000 for the Company’s fiscal year ending on December 31, 2010. Mr. Moreno is the CEO and President of the Company. The salary increase is effective as of January 1, 2010. All the other terms of Mr. Moreno’s current employment agreement with the Company remain the same.

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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 16, 2010, the Personnel and Compensation Committee of the Company's Board of Directors (the "Committee") approved the Company's 2010 Management Incentive Compensation Plan ("MICP"), which is an annual cash incentive program for Company management and key employees. Under the MICP, the Company's management and key employees will be eligible, upon attaining certain corporate financial and personal performance goals, to receive a cash bonus with a target amount equal to a stated percentage of his or her annual base salary. For 2010, 60% of a participant’s target MICP award will be based on the Company's achievement of corporate financial objectives relating to operating income and the remaining 40% of each participant's target MICP bonus will be based on personal performance goals. The 2010 MICP is filed as Exhibit 10.1 hereto and is incorporated by reference.

Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 26, 2010, Welwind Energy International Corp. (the “Company”) accepted the resignation of Baldwin Kam Tao Cheng as the Director of the Company, such resignation was effective immediately. There were no disagreements between Mr. Kam Tao Cheng and our Board of Directors regarding any business practices or procedures.

On January 26, 2010, the Company appointed Mr. Simon Wong Wai Hung as the Company’s new Director, Mr. Wong Wai Hung accepted such appointment. The biography for Mr. Wong Wai Hung is set forth below:

Mr. Simon Wong Wai Hung has had 30 years of experience in the South East Asian Market. He is fully capable of being Director of an international energy company, and assisting with the needs throughout South East Asia and particular China. He started his first international company in 1982 whereby he expanded his professional photographic lab from Hong Kong to multiple countries. From 2005-2008, he served Convey Advertising Company Ltd. as International Development Manager. Since 2008, he has been working for Panpacific Business Ltd. as their Marketing Director.

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.

2

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 18, 2010, Endeavour International Corporation announced that Bruce H. Stover, executive vice president – business development and new ventures, will retire effective March 1, 2010. He will continue his association with the company as a consultant on strategic business development activities. A copy of the press release announcing the retirement is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Director.

Effective February 11, 2010, the Board of Directors of LPL Investment Holdings Inc. (the “Company”) elected Mr. John J. Brennan, 55, as a director of the Company.  Mr. Brennan has also been named a member of the Audit Committee of the Company’s Board of Directors.  Effective March 31, 2010, Mr. Brennan will serve as the chairman of the Audit Committee.

Mr. Brennan is Chairman Emeritus and Senior Advisor of The Vanguard Group, Inc.  Mr. Brennan joined Vanguard in July 1982.  He was elected President in 1989, served as Chief Executive Officer from 1996 to 2008 and Chairman of the Board from 1998 to 2009. Mr. Brennan is Chairman of the Financial Accounting Foundation; a governor of the Financial Industry Regulatory Authority (FINRA); a director of the United Way of Southeastern Pennsylvania; a trustee of the University of Notre Dame and King Abdullah University of Science and Technology (KAUST). Mr. Brennan graduated from Dartmouth College and received a Master’s degree in Business Administration from the Harvard Business School.

There are no transactions, since the beginning of our last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000 and in which Mr. Brennan had or will have a direct or indirect material interest.

2

ITEM 5.02             DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On February 11, 2010, the Board of Directors of The Cheesecake Factory Incorporated (“Company”) appointed Michael E. Jannini, age 57, as President of the Company and the Compensation Committee of the Board of Directors (“Compensation Committee”) approved and authorized the Company to enter into an employment agreement (“Agreement”) with Mr. Jannini for an initial term of two years commencing on February 16, 2010.  The Agreement will be extended automatically for one additional year on each anniversary date unless either of the parties gives notice not to extend.

Under the Agreement, we will pay Mr. Jannini a base salary of $550,000.  Subject to approval by the Compensation Committee, Mr. Jannini will receive an initial equity grant of 100,000 non-qualified stock options at an exercise price equal to the fair market value of the Company’s stock on the date of grant, which vest 20% each year over a five-year period on the anniversary dates of the grant date.  In addition, subject to the approval of the Compensation Committee, we will grant Mr. Jannini 50,000 restricted shares of the Company’s stock with restrictions lapsing at the rate of 60% on the third anniversary date of the grant date and 20% on each of the fourth and fifth anniversary dates of the grant date.  We will also reimburse Mr. Jannini for reasonable relocation expenses to assist in his relocation to the greater Los Angeles Metropolitan area, in addition to a one-time payment of $65,000.  The Agreement provides that Mr. Jannini will be eligible to participate equitably with our other executive officers in any of the Company’s plans relating to incentive compensation, pension, profit sharing, disability income insurance, life insurance, education, medical coverage, automobile allowance or leasing, or other retirement or employee benefits.  In addition, the Agreement provides for certain benefits upon termination of Mr. Jannini’s employment under certain circumstances, including in connection with a change of control of the Company, as defined in the Agreement.

The foregoing does not constitute a complete summary of the terms of the Agreement and reference is made to the complete form of the Agreement that is attached as Exhibit 10.1 to this report and is hereby incorporated by reference herein.

Mr. Jannini has no related party transaction to disclose pursuant to Item 404 of Regulation S-K.

In a press release dated February 17, 2010, the Company announced that Mr. Jannini had been named President of the Company.  The full text of the press release is attached as Exhibit 99.1 to this report and is hereby incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 10, 2010, at a meeting of the Board of Directors of Bioheart, Inc. (the "Company"), the Board of Directors resolved that, in addition to the position of Chief Operating Officer, Peggy A. Farley would replace Mark P. Borman as the Company's Chief Financial Officer, and that Mark P. Borman, would assume Ms. Farley's position of Chairman of the Audit Committee. These changes were made with immediate effect.

The Board of Directors determined that these changes to the Company's Executive Management would increase the level of autonomy between the Audit Committee and Executive Management.

On February 10, 2010, Bioheart, Inc. (the "Company") awarded stock options under the Company's 1999 stock option plans to certain of the Company's employees and directors. All directors were awarded 40,000, unless their service had been for less than a year, in which case the awards were pro rata.

The grant date for the stock options awarded to the directors was February 11, 2010. The exercise price of the stock options is $0.68 per share and the options vested immediately. The options have a term of 10 years from the date of grant.

In addition, a number of employees were awarded options grants either to bring them to the levels warranted for new positions or to bring them into the ranges that have been established for their current positions. The grant date for the stock options awarded to those employees is February 11, 2010. The exercise price of the stock options is $0.68 per share and the options vest in four equal installments on each of February 11, 2011, February 11, 2012, February 11, 2013, and February 11, 2014. The options have a term of 10 years from the date of grant.

Item 5.02.  Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

On February 10, 2010, the Compensation and Organization Committee (the “Committee”) of the Board of Directors of Rogers Corporation (the “Company”) approved a second amendment (the “Second Amendment”) to the Rogers Corporation Annual Incentive Compensation Plan (the “AICP”).  The Second Amendment allows the Committee greater discretion when determining how much of a named executive officer’s target award under the AICP (other than for the CEO) will be attributable to corporate performance versus division/group performance.  As amended, 40% to 100% of a named executive officer’s target award may be based on corporate performance and 0% to 60% of a named executive officer’s target award may be based on division / group performance.  This change does affect the target amount to be paid upon meeting performance targets.

The above descriptions of the AICP and the Second Amendment are qualified in their entirety by the terms of the AICP, a copy of which has been previously filed as Exhibit II to the Company's Definitive Proxy Statement on Form DEF 14A, filed on March 20, 2009, and is incorporated herein by reference, and the Second Amendment, which is filed as Exhibit 10.2 to this Form 8-K.

On February 10, 2010, the Committee also approved a third amendment (the “Third Amendment”) to the Rogers Corporation Voluntary Deferred Compensation Plan For Key Employees (the “VDCP”).  The Third Amendment allows the Company to provide participants with more time to elect to defer payment of bonuses under the VDCP for performance periods being on or after January 1, 2011.  It also immediately allows the Company to cash out “de minimis” account balances after a participant separates from service with the Company.  The changes set forth in the Third Amendment are intended to comply with the requirements of applicable tax laws.

The above description of the Third Amendment is qualified in its entirety by the terms of the VDCP (amended and restated effective as of October 24, 2007 and amended on May 20, 2008 and July 30, 2009), a copy of which has been previously filed as Exhibit 10j to the Registrant’s Quarterly Report on Form 10-Q filed November 8, 2007, and is incorporated herein by reference, and the Third Amendment, which is filed as Exhibit 10.4 to this Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements of Certain Officers

2010 Compensation Programs

On February 10, 2010, the Compensation Committee of our Board of Directors approved compensation actions for certain of our "named executive officers" (as defined in Item 402(a)(3) of Regulation S-K) ("NEOs"). In addition, our independent directors approved certain compensation actions for Gregory T. Swienton, our Chairman and Chief Executive Officer.

2010 Performance Incentive Plan. No amounts were paid to the NEOs (including the CEO) under our 2009 annual incentive bonus program as the target threshold level of EPS was not achieved. Base salaries for the NEOs (including the CEO) were frozen at 2008 levels in 2009 and will remain frozen at such levels for at least the first half of 2010. For 2010, the total amount of the performance incentive plan opportunity will remain unchanged from 2009: 120% of base salary for our CEO and 75% of base salary for each of our other NEOs, with a maximum equal to two times the performance incentive plan opportunity. However, the design of the 2010 Performance Incentive Plan has been revised to address continuing uncertainties surrounding the economic recovery and to provide additional flexibility to reward the successful execution of the Company's financial, strategic, operational and marketplace objectives. Therefore, rather than have one annual performance period, the 2010 Performance Incentive Plan will have two six-month performance periods. In addition, rather than having one performance incentive plan that is based solely on attainment of Company EPS, for each six-month performance period, there will be two performance incentive programs. The first performance incentive program, the financial metric program, will continue to be based solely on the Company attaining its EPS performance targets, and the second performance incentive program, an individual performance program, will be subject to the Company's attainment of a threshold EPS and payable to NEOs (including the CEO) based on their performance with respect to individual performance objectives.

The financial metric program will provide NEOs (including the CEO) an opportunity to receive, over the two six-month performance periods, an aggregate performance incentive opportunity equal to 87.5% of their respective performance incentive opportunity if we achieve a target EPS performance level and up to 175% of their performance incentive opportunity if we meet or exceed our EPS maximum performance level. Performance incentives are earned proportionately from a threshold EPS performance level to the target EPS performance level and from the target EPS performance level to the maximum EPS performance level.

Payment under our individual performance program will be subject to the Company's attainment of a threshold EPS and payable to NEOs (including the CEO) based on their performance with respect to individual performance objectives. Individual performance objectives will be established at the beginning of each performance period. At the end of each performance period, the independent directors, with respect to the CEO, and the Compensation Committee in consultation with the CEO, for each other NEO, will determine to what extent the individual performance objectives have been met. For 2010, the individual performance objectives are intended to support our strategic analysis and direction for the long-term value of the organization, tactical execution of the operations of the business and organizational development goals.

Although the maximum aggregate performance incentive award amounts that any executive officer can earn pursuant to the individual performance program over the two performance periods is equal to 25% of his or her performance incentive opportunity, it is anticipated that any NEO who performs his or her performance goals at target levels will receive an aggregate amount of 12.5% of his or her performance incentive payout opportunity. As permitted by the individual performance program, the independent directors, with respect to the CEO, and the Compensation Committee with respect to the other NEOs, will use negative discretion to reduce the maximum award amount with respect to each performance period as the independent directors or the Compensation Committee, as applicable, determines appropriate.

As discussed, there will be two six-month performance periods in 2010, rather than a single twelve-month performance period as in 2009. The first performance period will run from January through June 2010 and will provide each NEO (including the CEO) the ability to earn 35% of his or her respective annual performance incentive payout opportunity. The second performance period will run from July through December 2010 and will provide each NEO (including the CEO) the ability to earn the remaining 65% of his or her annual performance incentive payout opportunity. Amounts earned under both incentive programs will be payable in cash in 2011, subject to the terms and conditions of the programs.

The terms and conditions of the 2010 Performance Incentive Plan are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.


2010 Long-Term Incentive Awards. The Compensation Committee and the independent directors also approved the 2010 long-term incentive awards for our CEO and the other NEOs issued under the Plan. The long-term incentive value approved for the CEO and each other NEO is awarded 45% in stock options, 35% in performance-based restricted stock rights and 20% in performance-based cash awards.

The stock options vest in three equal annual installments and expire seven years from the grant date.

The performance-based restricted stock rights (PBRSRs) will vest if our cumulative total shareholder return (generally the change in our stock price over the performance period assuming reinvestment of dividends paid) (TSR) meets or exceeds the cumulative total return of the S&P 500 Composite Index for the three-year performance period beginning on January 1, 2010 and ending on December 31, 2012. The performance-based restricted cash awards (PBCAs) will vest if our cumulative TSR meets or exceeds the cumulative total return of the 33rd percentile of the S&P 500 Composite Index for the three-year performance period beginning on January 1, 2010 and ending on December 31, 2012. Total shareholder return for both the PBRSRs and PBCAs will be calculated by measuring the absolute difference in cumulative TSR for each month of the 36 month performance period and averaging this over the number of periods measured.

The long-term incentive awards are being issued under the same terms and conditions as were applicable to the 2009 long-term incentive awards.


Time-Based Restricted Stock Right Grants.

Based upon a review of the Company's 2009 operating and financial performance in a difficult economic environment and upon the strong contribution that each of our NEOs (including our CEO) made to the Company during the year, the independent directors awarded our CEO and the Compensation Committee awarded each other NEO a special grant of time-based restricted stock rights (TBRSR). This decision was based upon the belief that the proactive role taken by each of our NEOs (including the CEO) during 2009 in managing the Company's business and its resources has well positioned us to compete in the current economic environment and take advantage of any near or long term recovery. These actions included: (1) aggressive steps to secure access to capital and maintain targeted credit and debt ratings, (2) record free cash flow, (3) our successful disengagement from supply chain operations in South America and Europe, (4) effective management of asset and fleet levels to fit demand, (5) proactive measures taken to reduce exposure to the risks of distressed customers, (6) steps to maintain employee morale in the face of significant cost cutting and (7) improvements in leadership development and succession planning processes.


The independent directors and the Compensation Committee considered that TBRSR awards were the most appropriate form of consideration as the TBRSR awards, which vest annually in one-third increments over a three-year period commencing February 10, 2011, serve as a continued retention tool for our NEOs (including the CEO) and maintain their alignment of interests with those of our shareholders as we continue taking steps to ensure the long-term success of the Company. The time-based restricted stock right grants were issued under the same terms and conditions as applicable to previous grants of time-based restricted stock rights. Set forth below are the number of TBRSR awards made to each of the named executive officers:



Gregory T. Swienton - 7,500
Robert E. Sanchez - 3,000
Anthony G. Tegnelia - 3,000
John H. Williford - 3,000
Robert D. Fatovic - 1,825


The amount of each TBRSR award was based primarily on the level of each NEOs and the CEO’s responsibility, the challenges such NEO and the CEO faced during 2009, his performance in light of such challenges and the impact that such NEO and the CEO had on the Company's short and long-term financial and operational prospects and the NEOs and CEO’s 2009 compensation.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 9, 2010, Ethos Environmental, Inc. (the “Company”) received the resignation of Thomas W. Maher as the Chief Financial Officer and Treasurer of the Company, such resignation was effective immediately. There were no disagreements between Mr. Maher and our Board of Directors regarding any business practices or procedures.

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.

2

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2010, Unica Corporation ("the Company") awarded cash bonuses under its Fiscal Year 2010 Corporate Bonus Plan to the Company's named executive officers as follows:

Yuchun Lee, Chairman,
President and Chief Executive Officer - $56,000*

Kevin Shone,
Senior Vice President and Chief Financial Officer - $20,000*

David Sweet,
Senior Vice President of Corporate Development - $18,720*

Jason Joseph,
Vice President, General Counsel - $16,000*

Peter Cousins,
Chief Technology Officer - $15,000*

* This represents the bonus earned by the named executive officer for the first quarter of fiscal 2010

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.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS FOR CERTAIN OFFICERS

On December 17, 2009, at a special meeting of the Board of Directors (the “Board”) of Blount International, Inc. (“Blount” or the “Corporation”), the following actions were taken:  (1.) the Board accepted the retirement of Director and Lead Director Eliot M. Fried, effective on December 31, 2009; (2.) to fill the Director vacancy created by Mr. Fried’s retirement, the Board elected Robert E. Beasley, Jr. as a Director to serve for a term from January 1, 2010 until the next Annual Meeting of Stockholders of the Corporation or until his successor is duly elected and qualified or until his earlier resignation or removal; (3.) the Board approved an amendment to Mr. James S. Osterman’s Employment Agreement and Consulting Agreement to provide for Mr. Osterman’s retirement as Chief Executive Officer on December 18, 2009, rather than on January 3, 2010, as previously agreed; (4.) the Board approved an amendment to Mr. Joshua L. Collins’ Employment Agreement to provide for Mr. Collins to become Chief Executive Officer, in addition to President, upon the close of business on December 18, 2009, rather than on January 4, 2010,  as previously agreed; and (4.) the Board approved a plan to provide Mr. Osterman with an additional tax gross-up, totaling approximately $50,000, to compensate him for his earlier receipt of certain payments due upon his retirement.

Mr. Osterman continues as non-executive Chairman of the Board until the next Annual Meeting of Stockholders, currently scheduled for May 27, 2010.

Mr. Fried has served on the Board for ten years and as Lead Director for almost five years, as Chairman of the Compensation Committee for two years and, previously, as Chairman of the Board for four years.

Mr. Beasley is the former Chief Executive Officer and current Director of The Hunter Fan Company, an industry-leading manufacturer of ceiling fans and home environment products. It is anticipated that Mr. Beasley’s committee assignments on the Board will be determined at the next regularly scheduled meeting of the Nominating & Corporate Governance Committee, currently scheduled for January 20, 2010.

Mr. Collins has been a Director of the Corporation since 2005 and, as previously reported in the Corporation’s Form 8-K filed on October 1, 2009, was named President, Chief Operating Officer and CEO- Designate by the Board at a meeting on August 25, 2009, effective on October 19, 2009, the date on which Mr. Collins reported to work. Upon becoming an Executive Officer, Mr. Collins, who remains a Director, resigned his position on the Board’s Nominating & Corporate Governance Committee pursuant to the rules and regulations of the New York Stock Exchange.

The Corporation is furnishing herewith a press release dated December 22, 2009 announcing the above actions. This press release is attached hereto as Exhibit 99.1.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Directors

On October 2, 2009, the Federal Home Loan Bank of Topeka ("FHLBank") notified members in the state of Oklahoma that Mr. James R. Hamby was deemed elected as a member director by FHLBank for a four-year term commencing January 1, 2010, and expiring December 31, 2013. In addition, FHLBank notified members in the state of Kansas that Mr. Bruce A. Schriefer was deemed elected as a member director by FHLBank for a two-year term commencing January 1, 2010, and expiring December 31, 2011. The election of these directors was reported under Item 5.02 of FHLBank’s Current Report on Form 8-K dated October 2, 2009. At the time of filing such report, the committees of FHLBank’s Board of Directors to which Messrs. Hamby and Schriefer would be named had not been determined.

In addition, on November 25, 2009, FHLBank completed its director election process for directorships commencing on January 1, 2010. Three incumbent directors were elected to four-year terms expiring December 31, 2013, including the election of Mr. Andrew C. Hove, Jr. as a public interest independent director, Mr. Richard S. Masinton as an independent director, and Mr. Steven D. Hogan as a member director from the state of Colorado. The election of these directors was reported under Item 5.02 of FHLBank’s Current Report on Form 8-K dated November 25, 2009. At the time of filing such report, the committees of FHLBank’s Board of Directors to which Messrs. Hove, Masinton and Hogan would be named had not been determined.

FHLBank is filing this Form 8-K/A to report that on December 17, 2009, the chairman of FHLBank’s Board of Directors appointed these individuals to serve on the following committees:

Mr. Hamby: Operations (Chair), Audit and Executive

Mr. Hogan: Finance and Housing & Governance

Mr. Hove: Audit and Operations

Mr. Masinton: Compensation (Chair), Executive and Finance

Mr. Schriefer: Finance and Housing & Governance

New committee assignments for the remaining FHLBank directors were also made on December 17, 2009, and will be provided in FHLBank’s Form 10-K annual report for 2009.

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.

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) Effective December 21, 2009, the following individuals resigned as directors of iBasis, Inc. (the “Company”):

Dr. King and Messrs. Corfield and Brumley were each members of the Company’s audit committee and seller committee.  Mr. Corfield was a member of the Company’s Compensation Committee.

Also effective December 21, 2009, the following individuals resigned as directors of the Company:

(b) Effective December 21, 2009, the following individuals resigned from the office or offices of the Company set forth opposite his name:

(c) Effective December 21, 2009, J.W.L van Vianen was appointed Chief Executive Officer of the Company.  Mr. van Vianen, age 40, has been the Managing Director, Information & Communications Solutions, of Getronics since January 2009. Getronics is a provider of information and communication technology services and is a wholly owned subsidiary of Koninklijke KPN N.V. (“Royal KPN”). From November 2007 to January 2009, Mr. van Vianen was Managing Director of KPN ICT Services of Royal KPN. From July 2007 to December 2007, Mr. van Vianen was Chief Executive Officer of QYN/KPN Narrowcasting at Royal KPN. From August 2004 to July 2007, Mr. van Vianen was Managing Director, Business Unit and Senior Vice President of Connectivity/Network Services of Royal KPN. From January 2004 to August 2004, Mr. van Vianen was Vice President, Network Services and KPN Business Unit Connectivity of Royal KPN.

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