Delaware | 001-33445 | 04-3527320 | ||
(State or Other Jurisdiction of | (Commission | (IRS Employer | ||
Incorporation) | File Number) | Identification No.) |
26 Forest Street Marlborough, MA |
01752 | |
(Address of Principal Executive Offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| Each executive officer has been assigned a target bonus for Fiscal 2011. These target bonuses, expressed in dollars and as a percentage of their annual base salary, are as follows: |
| Jim Baum, President and Chief Executive Officer $400,000 (100%) | ||
| Pat Scannell, Chief Financial Officer $180,000 (60%) | ||
| Ray Tacoma, Senior Vice President, Worldwide Sales $330,000 (120%) | ||
| Patricia Cotter, Senior Vice President, Operations $107,500 (50%) | ||
| David Flaxman, Senior Vice President, Products and Technology $142,500 (50%) |
| For Mr. Baum and Mr. Scannell, 50% of their target bonus is based upon the Companys attainment of a specified revenue target for fiscal 2011 and 50% of their target bonus is based upon the Companys attainment of a specified adjusted operating income (excluding items such as stock-based compensation expense, amortization of intangible assets and other items excluded from the Companys Non-GAAP Operating Income line item that will be set forth in the Companys earnings release relating to Fiscal 2011) target for fiscal 2011. No portion of the target bonus is payable unless the Company attains at least 80% of the revenue or adjusted operating income target on which that portion of the target bonus is based. The amount of the revenue-based and adjusted operating income-based bonuses is capped at 150% of the target bonus allocated to that metric. | ||
| For Mr. Tacoma, $100,000 of his target bonus is based upon attainment of quarterly revenue targets and $230,000 of his target bonus is based upon attainment of quarterly, year-to-date and annual product bookings targets. No portion of the target bonus is payable unless the Company attains at least 80% of the revenue or product bookings target on which that portion of the target bonus is based. The amount of the revenue-based and bookings-based bonuses is capped at 150% of the target bonus allocated to that metric, except that the year-to-date bookings target bonus is capped at its target amount ($100,000). |
| For Ms. Cotter and Mr. Flaxman, their target bonus are adjusted based on achievement of specified personal objectives relating to Company, departmental and/or personal performance in Fiscal 2011, with each performance objective relating to a specific portion of their target bonuses. Once the achievement of the performance objectives has been determined and the amount of the target bonuses has been adjusted, their actual bonuses will then be determined based upon the Companys attainment of its revenue and adjusted operating income targets for Fiscal 2011, with 50% of the adjusted target bonus based on the attainment of the revenue target and 50% of the adjusted target bonus based on the attainment of the adjusted operating income target. No portion of the adjusted target bonus is payable unless the Company attains at least 80% of the revenue or adjusted operating income target on which that portion of the adjusted target bonus is based. The amount of the revenue-based and adjusted operating income-based bonuses is capped at 150% of the adjusted target bonus allocated to that metric. | ||
| The revenue, adjusted operating income and product bookings targets used for purposes of the Plan were established prior to the commencement of Fiscal 2011; these targets were set at levels that were designed to be challenging in that they require the Company to achieve significantly improved financial performance as compared to the fiscal year ended January 31, 2010, but would be attainable if the Company achieves financial performance that the Compensation Committee believes would represent a successful year. |
Item 9.01. | Financial Statements and Exhibits |
10.1
|
Fiscal 2011 Executive Officer Incentive Bonus Plan | |
10.2
|
Form of Restricted Stock Unit Agreement with Performance-Based Vesting | |
10.3
|
Form of Restricted Stock Unit Agreement with Time-Based Vesting |
NETEZZA CORPORATION |
||||
Date: March 8, 2010 | By: | /s/ Patrick J. Scannell, Jr. | ||
Patrick J. Scannell, Jr. | ||||
Senior Vice President and Chief Financial Officer |