Date: August 17, 2009 To: Mike Rissman From: Jim OConnor Re: Executive Vice President & General Counsel
EX-10.3 4 p16839exv10w3.htm EX-10.3 exv10w3 
Exhibit 10.3
Date: | August 17, 2009 | |
To: | Mike Rissman | |
From: | Jim O’Connor | |
Re: | Executive Vice President & General Counsel |
I am pleased to offer you the position of Executive VP & General Counsel effective August 17, 2009, subject to the approval of the Compensation Committee of the Board of Directors (“Compensation Committee”). Here are the highlights of my offer:
| • | Salary: Your base salary will increase by $115K (40%) from $285K to $400K. | |
| • | Bonus: Your annual management incentive plan bonus target will increase from 60% to 80% of your salary. For 2009, your bonus will be prorated between your periods of employment in 2009 as Deputy/Acting General Counsel and General Counsel. | |
| • | Equity Award: You will be eligible for an equity award in early 2010 as determined by the Compensation Committee. | |
| • | Long-Term Incentive Plan: In 2010, you will be eligible for a 2010-2012 Long-Term Incentive Plan award as determined by the Compensation Committee. The 2010-2012 LTIP cycle and all subsequent LTIP cycles are provided subject to the approval of the Compensation Committee. | |
| • | Integration Bonus: Your one-time synergy incentive plan bonus target will increase by $650K (650%) from $100K to $750K. Your synergy bonus will be prorated between your periods of employment in 2009 and 2010 as Deputy/Acting General Counsel and General Counsel. | |
| • | Deferred Compensation Plan: A 2009 annual contribution of $65K will be made into the Deferred Compensation Plan account as a special executive benefit. This contribution is in lieu of a Supplemental Executive Retirement Plan and it is made at the discretion of the Compensation Committee. The payment will be made within 60 days of your acceptance of this offer. |
Congratulations Mike. Please sign below to acknowledge your acceptance of this offer.
/s/ Mike Rissman | 8/17/09 Date |
