WYN » Topics » COMPENSATION AND BENEFITS

These excerpts taken from the WYN 8-K filed Jul 19, 2006.

COMPENSATION AND BENEFITS

 

A. Compensation.

For services rendered by the Executive pursuant to this Agreement during the Period of Employment, the Company will pay the Executive base salary at an annual rate equal to five hundred and fifty thousand dollars ($550,000) or such greater amount as may be determined from time to time by the Company in its sole discretion (the “Base Salary”).

 

B. Annual Incentive Awards.

In addition, the Executive will be eligible to receive an annual incentive compensation award in respect of each fiscal year of the Company during the Period of Employment targeted to equal $660,000, subject to the terms and conditions of the annual bonus plan covering employees of the Company, and further subject to such performance goals, criteria or targets reasonably determined by the Company in its sole discretion in respect of each such fiscal year (each such annual bonus, an “Incentive Compensation Award”). As the Incentive Compensation

 

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Award is subject to the attainment of performance criteria, it may be paid, to the extent earned or not earned, at below-target levels, and above target levels (not to exceed 125% of target level).

 

C. Additional Long Term Cash Incentive.

In addition, the Executive will be eligible to receive a long term bonus in respect of the three year period commencing January 1, 2006 and ending December 31, 2008 (“ALTI Bonus”). The maximum ALTI Bonus payable will equal $2 million. The ALTI Bonus will be paid to the Executive within 60 days following December 31, 2008, to the extent earned pursuant to the ALTI Goals (as defined below) and further subject to the Executive’s continuous employment with the Company through the payment date, and further subject to the terms and conditions set forth under Section V “Disability”, Section VI “Death”, and Section VIIA “Without Cause Termination and Constructive Discharge” set forth below.

If the Company attains one hundred percent (100%) of each of the ALTI Goals in each applicable year, the Executive shall be paid one hundred percent (100%) of the ALTI Bonus; provided, however, if the Company attains at least ninety five percent (95%) of the ALTI Goals in each applicable year, the Executive shall be paid ninety percent (90%) of the ALTI Bonus. If the Company does not attain at least ninety five percent (95%) of the ALTI Goals in each applicable year, the ALTI Bonus shall be forfeited and no payment will be made to the Executive.

Notwithstanding the foregoing, if and to the extend the Company exceeds the ALTI Goal in any applicable year, such excess shall be applied to cover any shortfall in respect of a following year in order to allow Executive to remain eligible for the ALTI Bonus. By way of example, if the Company attains one hundred and ten percent (110%) of the ALTI Goal in respect of 2007, but then only reaches ninety percent (90%) of the ALTI Goal in respect of 2008, the excess attainment in respect of 2007 will be applied to 2008 such that, if applicable, the cumulative effect shall allow Executive to obtain the maximum ALTI Bonus.

The ALTI Goals shall mean performance goals relating to TRG’s annual financial performance, based upon the annual bonus goals established for all eligible employees of TRG, in respect of 2006, 2007 and 2008, as determined by the CEO and as presented to the Company’s Board of Directors or Compensation Committee each year. The Executive shall be permitted to review and comment on such goals; however, the goals shall be determined by the Company in its sole discretion.

 

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D. Termination of All Existing Bonus Opportunities.

In connection with the consummation of the Transaction and the commencement of this Agreement, and in consideration of the ALTI Bonus opportunity discussed above, the Executive and the Company agree to terminate all existing bonus, commission, incentive and cash payment opportunities owed to the Executive by Cendant (including without limitation “additional long term cash incentives” or “alti bonuses” set forth in the Prior Agreement), but excluding those discussed above, and accordingly all such compensation arrangements are hereby terminated.

 

E. Retention Bonus.

In consideration of the Executive’s agreement to terminate the Prior Agreement and as an incentive for the Executive to execute this Agreement, the Executive will be paid an additional lump sum cash retention bonus equal to $700,000, which amount will be paid as soon as possible following the 30th day after the second of Cendant’s contemplated spin-off transactions (but in no event later than December 31, 2006).

 

F. Employee Benefits.

During the Period of Employment, the Company will provide the Executive with employee benefits generally offered to all eligible full-time employees of TRG, and with perquisites generally offered to similarly situated officers of the Company, subject to the terms of the applicable employee benefit plans or policies of TRG and/or the Company.

Following the Effective Time, subject to the Company retaining ownership or access to private aircraft, and subject to availability, the Executive will receive access to such aircraft for such business use. The use of such aircraft will at all times be subject to applicable Company policies and Internal Revenue Code regulations. In the event the Company’s owned or accessible private aircraft is not available for the Executive’s business use, or in the event the Company no longer owns or has access to a private aircraft, the Company will charter a private aircraft.

During the Period of Employment, the Company shall continue to provide the Executive with life insurance benefits in such manner no less favorable than the arrangement in effect prior to the Effective Date.

 

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G. Expenses.

During the Period of Employment, the Company will reimburse the Executive for reasonable business expenses incurred and timely submitted in accordance with any applicable policy of the Company.

 

H. Annual Long Term Incentive Awards.

Effective as of the Effective Date, the Company shall grant the Executive a long-term incentive equity award with a grant date “value” (within the meaning of Cendant’s recently conducted equity incentive grants) equal to $3 million (the “Initial Grant”). With respect to two-thirds of the value of the Initial Grant, such grant will vest in four equal installments on each of the first four anniversaries of May 2, 2006, subject to the Executive remaining continuously employed with the Company through each applicable vesting date, and subject to the additional terms and conditions set forth in this Agreement. With respect to one-third of the value of the Initial Grant, such grant shall vest (or not vest) on the third anniversary of May 2, 2006, subject to both (A) the Executive remaining continuously employed with the Company through such vesting date, subject to the additional terms and conditions set forth in this Agreement, and (B) the Company’s attainment of performance goals and criteria relating to the financial success of the Company, which goals and criteria shall be reasonably determined by the Company in its sole discretion, and set forth in the documentation evidencing such Initial Grant. The Initial Grant shall also be subject to the terms and conditions of the Company’s 2006 Equity and Incentive Plan (the “Equity Plan”) and the applicable agreement evidencing such award. Thereafter, the Executive shall be eligible for long term incentive awards, subject to the terms and conditions set forth herein and the discretion of the Company’s Compensation Committee.

In the event of a “Change-of-Control”, as defined in the Equity Plan, the Initial Grant will become immediately and fully vested and payable to the Executive.

SECTION V

COMPENSATION AND BENEFITS

For all services rendered by the Executive pursuant to this Agreement during the Period of Employment, including services as an executive officer, director or committee member of the Company or any subsidiary or affiliate of the Company, the Executive shall be compensated as follows:

 

  (a) Base Salary

The Company shall initially pay the Executive a fixed base salary (“Base Salary”) of not less than $475,000, per annum, and thereafter the Executive shall be eligible to receive annual increases as the Company deems appropriate, in accordance with its customary procedures regarding salaries of senior officers. Base Salary shall be payable according to the customary payroll practices of the Company, but in no event less frequently than once each month.

 

  (b) Annual Incentive Awards

The Executive will be eligible for discretionary annual incentive compensation awards; provided, that the Executive will be eligible to earn an annual bonus for each fiscal year of the Company during the Period of Employment based upon a target bonus equal to 100% of Base Salary earned during each such year, subject to the Company’s attainment of applicable performance targets established and certified by the Compensation Committee (the “Committee”) of the Company’s Board of Directors, including, if approved by the Committee, performance and bonus targets relating to the attainment of above-target performance (each such annual bonus,

 

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an “Incentive Compensation Award”). The Executive’s bonus targets relating to Incentive Compensation Awards will be established by the Company based upon financial performance targets substantially equivalent to those applicable to other corporate-level senior executive officers (excluding the Supervising Officer) and will be communicated to the Executive once they are established.

 

  (c) Long-Term Incentive Awards

Upon the Effective Date, the Company shall grant the Executive one or more long-term incentive equity awards with an aggregate grant date value equal to $2.5 million (the “Initial Grant”). The Initial Grant shall vest as determined by the Company, including with respect to any performance-based conditions applicable to vesting, in its sole and absolute discretion, and shall be subject to the terms and conditions of the Company’s 2006 Equity and Incentive Plan and the applicable agreement evidencing such award as determined by the Company. Thereafter, the Executive shall be eligible for long term incentive awards as determined by the Company, and the Executive will participate in such grants at a target compensation level commensurate with her position as a senior executive officer of the Company. For purposes of this Agreement, awards described in this paragraph are referred to as “Long Term Incentive Awards.”

 

  (d) Additional Benefits

The Executive shall be entitled to participate in all other compensation and employee benefit plans or programs and receive all benefits and perquisites for which salaried employees of the Company generally are eligible under any plan or program now in effect, or later established by the Company, on the same basis as most senior executives of the Company. The Executive shall participate to the extent permissible under the terms and provisions of such plans or programs, and in accordance with the terms of such plans and program.

SECTION V

COMPENSATION AND BENEFITS

For all services rendered by the Executive pursuant to this Agreement during the Period of Employment, including services as an executive officer, director or committee member of the Company or any subsidiary or affiliate of the Company, the Executive shall be compensated as follows:

(a)    Base Salary

The Company shall initially pay the Executive a fixed base salary (“Base Salary”) of not less than $500,000, per annum, and thereafter the Executive shall be eligible to receive annual increases as the Company deems appropriate, in accordance with its customary procedures regarding salaries of senior officers. Base Salary shall be payable according to the customary payroll practices of the Company, but in no event less frequently than once each month.

(b)    Annual Incentive Awards

The Executive will be eligible for discretionary annual incentive compensation awards; provided, that the Executive will be eligible to earn an annual

 

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bonus for each fiscal year of the Company during the Period of Employment based upon a target bonus equal to 100% of Base Salary earned during each such year, subject to the Company’s attainment of applicable performance targets established and certified by the Compensation Committee (the “Committee”) of the Company’s Board of Directors, including, if approved by the Committee, performance and bonus targets relating to the attainment of above-target performance (each such annual bonus, an “Incentive Compensation Award”). The Executive’s bonus targets relating to Incentive Compensation Awards will be established by the Company based upon financial performance targets substantially equivalent to those applicable to other comparable senior executive officers (excluding the Supervising Officer).

(c)    Long-Term Incentive Awards

Upon the Effective Date, the Company shall grant the Executive one or more long-term incentive equity awards with an aggregate grant date value equal to $3 million (the “Initial Grant”). The Initial Grant shall vest as determined by the Company, including with respect to any performance-based conditions applicable to vesting, in its sole and absolute discretion, and shall be subject to the terms and conditions of the Company’s 2006 Equity and Incentive Plan and the applicable agreement evidencing such award as determined by the Company. Thereafter, the Executive shall be eligible for long term incentive awards as determined by the Company, and the Executive will participate in such grants at a target compensation level commensurate with his position as a senior executive officer of the Company. For purposes of this Agreement, awards described in this paragraph are referred to as “Long Term Incentive Awards.”

(d)    Additional Benefits

The Executive shall be entitled to participate in all other compensation and employee benefit plans or programs and receive all benefits and perquisites for which salaried employees of the Company generally are eligible under any plan or program now in effect, or later established by the Company, on the same basis as most similarly situated senior executives of the Company with comparable duties and responsibilities. The Executive shall participate to the extent permissible under the terms and provisions of such plans or programs, and in accordance with the terms of such plans and program.

 

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SECTION V

EXCERPTS ON THIS PAGE:

8-K (3 sections)
Jul 19, 2006

"COMPENSATION AND BENEFITS" elsewhere:

Isle of Capri Casinos (ISLE)
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