-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VEIxl7blUMT1Dg26QF7ulANG4zLrlx/vJlYkXGBfqev/aqrML79kQUO85k9WFN1i CCj8MCMQMhvDJ8O0Scy1JQ== 0001181431-10-017879.txt : 20100323 0001181431-10-017879.hdr.sgml : 20100323 20100323171100 ACCESSION NUMBER: 0001181431-10-017879 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100317 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20100323 DATE AS OF CHANGE: 20100323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFOSPACE INC CENTRAL INDEX KEY: 0001068875 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 911718107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25131 FILM NUMBER: 10699869 BUSINESS ADDRESS: STREET 1: 601 108TH AVE NE STREET 2: SUITE 1200 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4258821602 FORMER COMPANY: FORMER CONFORMED NAME: INFOSPACE COM INC DATE OF NAME CHANGE: 19980824 8-K 1 rrd270841.htm 2010 EXECUTIVE BONUS PLAN Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  03/17/2010
 
INFOSPACE, INC.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-25131
 
Delaware
  
91-1718107
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
601 108th Avenue NE
Suite 1200
Bellevue, WA 98004
(Address of principal executive offices, including zip code)
 
425-201-6100
(Registrant’s 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:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   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
 
On March 17, 2010, the Board of Directors of InfoSpace, Inc. approved and adopted the 2010 Executive Bonus Plan (the "Plan"). The Plan provides for annual performance-based cash bonuses to the Company's executive officers. The target bonus amount for each participant is between 40% and 100% of such participant's base salary.

The available bonus for each participant is based upon the Company's achievement of three financial performance measures: (A) 20% of bonus-total revenue; (B) 20% of bonus-normalized revenue (defined as total revenue less specific volatile distribution accounts); and (C) 60% of bonus-normalized EBITDA (defined as earnings before interest, taxes, depreciation and amortization, and excluding non-cash stock compensation and non-recurring, non-operating and transitional cost items). The performance targets established for the Plan will correspond to the operating plan targets approved by the Board of Directors. Available bonuses range from zero to 150% for each component based upon actual performance ranging from zero to 135%. A minimum achievement of 80% of a performance target is required to receive any payment. The available bonus for the achievement of each performance component is independent from the achievement of the other components.

The annual bonus plan also provides discretion to the CEO to apply a multiplier ranging from 80% to 120% of the available bonus for each participant based on the satisfaction of individual performance goals approved by the Compensation Committee of the Board of Directors, so long as the CEO's adjustments have a net $0 effect. Thereafter, the bonus amounts must be approved by the Compensation Committee, which may further adjust the bonus amount as it deems appropriate to reflect changes in the industry, the Company, the executive's job duties or performance, or any other circumstance the Compensation Committee determines should impact bonus awards.

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

 

 

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.
 
           
INFOSPACE, INC.
 
 
Date: March 23, 2010
     
By:
 
/s/    Alesia Pinney
               
Alesia Pinney
               
General Counsel and Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-10.1
  
2010 Executive Bonus Plan
EX-10.1 2 rrd270841_31607.htm 2010 EXECUTIVE BONUS PLAN DC8591.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing

InfoSpace Executive Bonus Plan

This plan document outlines the InfoSpace Executive Bonus Plan (the "Plan").

PLAN OBJECTIVES

*      Align the compensation of executive management to key financial drivers.
 
*      Provide variable pay opportunities and targeted total cash compensation that is competitive within our labor markets.
 
*      Increase the competitiveness of executive pay without increasing fixed costs, making bonus payments contingent upon organizational and individual success.
 
*      Create internal consistency and standard guidelines among the executive peer group.
 

EFFECTIVE DATE

The Plan is effective on January 1, 2010. However, the Plan may be changed at any time at the sole discretion of the Compensation Committee of the Board of Directors.

PARTICIPATION ELIGIBILITY, PERFORMANCE PERIODS, AND PAYMENT TIMING

The positions eligible for the Plan are listed below, along with the period for performance measurement and the timing of bonus payments:

Job Title    Target Bonus %    Performance Period    Payment Timing 
President & CEO    100%    Annual    Annual 
Chief Financial Officer and Treasurer    60%    Annual    Annual 
Chief Technology Officer    70%    Annual    Annual 
General Counsel and Secretary    60%    Annual    Annual 
Chief Accounting Officer    40%    Annual    Annual 
VP – Corporate Development    60%    Annual    Annual 
VP – Distribution & Business Development    70%    Annual    Annual 
General Manager of Search    70%    Annual    Annual 

If the executive leadership team changes composition, any additions to the Plan will be recommended by the CEO and approved by the Compensation Committee.

BONUS TARGETS

The participant's annual bonus target will be between 40% and 100% of annual base salary. The participant's individual bonus target will be determined at the Compensation Committee's discretion based on a combination of factors including current-year operating plan challenges and risks, market pay competitiveness, and the past performance of the incumbent. The bonus target will also be set in accordance with the participant's employment agreement.

PLAN DESIGN

The Plan will have the following financial bonus components with the associated weightings, measurement periods, payment scales, and bonus achievement percentages:

                Bonus 
        Measurement    Executive Bonus    Achievement 
 Bonus Component    Weighting    Period    Payment Scale    Percentage 
Total Revenue    20%    Annual    Financial Performance    0% - 150% 
Normalized Revenue    20%    Annual    Financial Performance    0% - 150% 
Normalized EBITDA    60%    Annual    Financial Performance    0% - 150% 

Executive Bonus Plan 2010 FINAL

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InfoSpace Executive Bonus Plan

Financial Targets

The financial measures used to determine the bonus achievement are defined as:

*      Total Revenue = Consolidated, externally reported Revenue
 
*      Normalized Revenue = Total Revenue less specific volatile distribution accounts
 
*      Normalized EBITDA = Adjusted EBITDA less non-recurring, non-operational and transitional cost items (e.g., select legal expenses)
 

Bonus Scale

The Executive Bonus Payment Scale below will be used to calculate the available amounts to be paid to executives based on the Total Revenue, Normalized Revenue and Normalized EBITDA performance of the Company.

Executive Bonus Payment Scale
Performance    Revenue or Adjusted EBITDA    Bonus Achievement 
Level    Performance vs. Target    Percentage 
Below Threshold    0% - 79%    0% 
Thresholds    80%    65% 
    81% to 99%    67% to 98% 
Target    100%    100% 
Acceleration    101% - 134%    101% - 149% 
Maximum    135%    150% 

*      Rounding. Performance results will be rounded up to the nearest whole percentage point. For example, if the calculated performance achievement percentage is 79.1%, it will be rounded up to 80%.
 
*      Performance Thresholds. There will be no payout for the revenue or EBITDA components if the financial target is not at least 80% achieved. However, if the threshold for one financial target is not achieved, a bonus may still be earned on the other financial components, provided performance for that measure exceeds the 80% threshold.
 
*      Acceleration Below Target. For each whole percentage point of performance between threshold and target, the bonus achievement percentage will increase by 1.75% per percentage point.
 
*      Acceleration Above Target. For each whole percentage point of performance that exceeds 100% of target, the bonus achievement percentage will increase by 1.43% per percentage point, up to a maximum of 150% of bonus achievement.
 

Individual Performance: MBO Achievement

Executives must achieve individual performance objectives (MBOs) to receive full bonus payments. Each executive will have multiple MBOs tied to bonus achievement. MBOs will be prepared annually, and the Compensation Committee will review and approve the MBOs for each executive.

*      The CEO has discretion to apply a multiplier, using a "zero sum" approach, for each executive ranging from 80% to 120% to affect the overall bonus payout.
 
 
  		• The CEO will use a "zero sum" approach in applying multipliers to the bonuses paid to the executive team. As a result, the total dollars awarded to all executives will not exceed the amount available to them, in aggregate, based on the financial performance of the Company. To the extent the CEO awards an executive, or executives, an amount above the bonus available based on the financial performance, he will also reduce the amount paid to another executive or executives by the same amount.
     

    Executive Bonus Plan 2010 FINAL

    Page 2 of 3

    InfoSpace Executive Bonus Plan

    EMPLOYMENT REQUIREMENTS

    In order to be eligible for a bonus payment under the Plan, and for a bonus to be considered to be earned under the Plan, participants must be employed at the end of the performance period.

    New Hires

    Executives who join the Company or are promoted to an eligible position after the beginning of a performance period will be eligible for pro-rated participation.

    Terminations, Transfers, Leave of Absence

    Executives who leave the plan or the Company before the end of a performance period will be reconciled according to the terms outlined in their employment contracts and/or severance agreements.

    APPROVAL

    All bonus payments made to executives will be submitted to the Compensation Committee for final approval. The Compensation Committee may adjust the final bonus amount as it deems appropriate. The Compensation Committee has complete discretion to adjust bonus awards to reflect changes in the industry, Company, the executive's job duties or performance, or any other circumstance the Compensation Committee determines should impact bonus awards.

    Executive Bonus Plan 2010 FINAL

    Page 3 of 3

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