Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of Fiscal Year 2023 Management Cash Compensation Plan
On
Cash Incentives. Under the 2023 Compensation Plan, cash incentive bonuses, if any, will be paid to certain officers and senior managers based upon (i) the Company's achievement of specified financial goals and (ii) on the Board's discretionary review of each participant's performance during fiscal 2023. The corporate goals will apply equally to all participating officers and managers. The subjective performance of each officer will be evaluated and determined by the Compensation Committee, in its sole discretion, after consultation with the Company's Chief Executive Officer.
The minimum, target and maximum cash bonus payable to the Chief Executive
Officer is, respectively, 0%, 75% and 112.5% of his annual base salary,
depending on achievement of the specified goals. For the other participants, the
minimum bonus is 0%, the target bonuses range from 25% to 50% of base pay, and
the maximum cash bonus payable ranges from to 37.5% to 75% of the recipient's
fiscal 2023 annual base salary. Bonuses will be weighted and based on (i) the
Company's achievement of certain fiscal 2023 revenues (weighted 30%), (ii)
fiscal 2023 adjusted earnings before interest, taxes, depreciation and
amortization (EBITDA) (weighted 60%), and (iii) a subjective evaluation of each
individual's performance (weighted 10%). The calculation of adjusted EBITDA will
exclude the impact of one-time charges related to transaction related expenses,
severance payments, relocation costs, earn-out payments or reversals, other
non-recurring items, executive bonus payments and equity compensation expenses
accrued to management. The Board and the Compensation Committee reserve the
right to modify these goals, criteria and target percentage at any time, and to
grant bonuses to the participants even if the performance goals are not met. In
addition, the
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