The primary purpose of our executive compensation program is to attract, retain and motivate the key individuals who are most capable of contributing to the success of our Company and building long-term value for our stockholders. Our principal objectives and strategy concerning our executive compensation program are as follows:
These objectives and strategy are reviewed each year by the Compensation and Nominating Committee of our Board of Directors, which we refer to as the “Committee”, which oversees our executive compensation program. In furtherance of these objectives, the Committee takes the following actions each year:
in late 2008, and further updated by the Company in 2009 from publicly available information with respect to the peer group companies.
Pearl Meyer & Partners’ competitive assessment analysis included 13 publicly-traded firms that were chosen, after consultation with the Committee, based on three principal selection criteria: market segment similarity; annual revenue; and market capitalization. The firms include The Advisory Board Company, Arbitron Inc., The Corporate Executive Board Company, CoStar Group, Inc., CRA International, Inc., Diamond Management & Technology Consultants, Inc., Gartner, Inc., Greenfield Online, Inc., The Hackett Group, Inc. (formerly Answerthink, Inc.), Harris Interactive Inc., Sapient Corporation, TechTarget, Inc. and Visual Sciences, Inc. The Pearl Meyer analysis included the competitive position of Forrester executive officers relative to market percentiles of the peer group with respect to the various elements of executive compensation and for total compensation. While the Committee considered this assessmentdata, along with its other available market datafactors, such as the experience and surveysperformance of the executive and the difficult economic environment in connection with2009, in setting 2008 compensation. Pearl Meyer & Partners continued to work withcompensation levels and equity awards in 2009, the Committee throughout 2008 in assessing our long-term incentivedid not specifically target any elements of compensation programs and discussing potential alternatives.against the peer companies.
Elements of Compensation
Compensation for our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensatednamed executive officers to whom we refer collectively as the “named executive officers,” consists of the following principal components:
| | |
| • | base salary; |
|
| • | short-term cash incentive compensation; |
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| • | long-term equity incentive compensation, in the form of stock options;options and restricted stock units; and |
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| • | other benefits available generally to all full-time employees. |
We do not have an express policy for weighting different elements of compensation or for allocating between long-term and short-term compensation, but we do attempt to maintain compensation packages that are consistent withwill advance our overall compensation objectives. As partIn reviewing and setting the compensation of its regulareach executive, compensation reviews in December 2007we consider the individual’s position with the Company and June 2008, the Committee reviewed surveyhis or her ability to contribute to achievement of strategic and market data, including data from Radford and Culpepper compensation surveys and the Pearl Meyer & Partners peer group analysis, for positions similar to those of our named executive officers, taking into account size, location and type of company, as well as years of experience. Based on this data, the Committee determined that our executive compensation continued to be, on average, weighted too heavily towards base salary as compared to the market data, and the Committee approved compensation increases that were in the aggregate more heavily allocated to annual cash incentive compensation targets to increase the variable component of our executive compensation.financial objectives
In 2008,2009, as illustrated in our Summary Compensation Table below, base salaries for our named executive officers other than Mr. Colony represented an average of approximately 50%47% of total compensation (including base salary, short-term cash incentive compensation and 2008 stock options expense)the value of 2009 stock-based awards) for these individuals, while the base salary for Mr. Colony represented approximately 68%67% of his total compensation. Because of Mr. Colony’s significant ownership of our common stock, the Committee generally does not grant stock options or restricted stock units to him, resulting in a lower variablehigher ratio of base salary to total compensation percentage than that of the other named executive officers.
Base Salary. The Committee determinesapproves the base salaries of our named executive officers annually by evaluating the responsibilities of their position, the experience and performance of the individual, the referenced peer group analysis, and survey and market data. The base salary of a named executive officer is also evaluatedconsidered together with the other components of his or her compensation to ensure that both the executive’s total compensation is in line with our overall compensation philosophy, including total targeted cash compensation opportunity (or “on-target earnings”), as well as and the allocation between base salary and variable compensation. Additionally,compensation for the Committee may adjust base salary more frequently than annually to address retention issues or to reflect promotions or other changesexecutive are in the scope or breadth of an executive’s role or responsibilities. The annualline with our overall compensation evaluation for each of our executive officers has traditionally taken place in December or June, depending on when that officer was hired or promoted. Effective in 2009, the Committee has decided that all executive compensation evaluations will take place in April of each year.philosophy.
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Our goal is to pay base salaries to our named executive officers that are competitive with the base salaries of companies that are similarly situated or with which we compete to attract and retain executives, including the referenced peer group, while taking into account total target cash compensationon-target earnings, and remaining consistent with our overall compensation objectives with respect to variable compensation. In 2008,2009, in light of the global economic environment, the Committee increasedfroze base salaries and target cash incentive amounts at 2008 levels for all of the base salary for Mr. Colony by approximately 7% from the salary paid to him in 2007, taking into account market rates, the increasing compensation levels of our other highly compensatednamed executive officers, and the fact thatincluding Mr. Colony’s compensation had not been increased since 2005. The base salaries of Messrs. Doyle, Rutstein and van Lingen and Ms. Meringer were increased by an average of approximately 5.5% over 2007, reflecting the Committee’s consideration of market data and the respective tenures, experience and 2007 performance of these executives.Colony.
Short-Term Cash Incentive Compensation. As noted above, aA significant portion of each of our named executive officers’ total annual cash compensation is dependent on our achievement of financial objectives set forth in our 20082009 Matrix Bonus Plan. All of our employees, other than temporary employees and employees who were covered by a sales
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compensation or commission-based plan, were eligible to participate in the 20082009 Matrix Bonus Plan, including all of the named executive officers. Payouts under the plan are payablemade quarterly in arrears. We believe that setting and evaluatingarrears, except with respect to Mr. Colony, who was paid annually in arrears for 2009 based on annual performance goals derived from the quarterly goals described below. Historically, performance goals under the matrix bonus plan for all participants other than Mr. Colony, including executive officers, have been set quarterly, rather than annually, allowsto allow us to more effectively align our employees’ performance with the changing business needs and financial performance of the Company over the year, thus improving our ability to meet both our quarterly and annual financial goals. Beginning with 2010, the Committee has adopted an annual cash incentive plan for all executive officers, described below, to better focus the senior leadership of the Company on strategic issues and the growth of the Company’s business, while retaining the quarterly bonus plan for other employees.
An individual named executive officer’s quarterly bonus payout, or annual bonus payout in the case of Mr. Colony, under the 20082009 Matrix Bonus Plan is based on the following three factors, which are discussed in more detail below:
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| • | the named executive officer’s target award; |
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| • | the Company’s financial performance; and |
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| • | the named executive officer’s individual and, if applicable, team performance. |
Effective July 1, 2008,As noted above, in light of the global economic environment and the resultant challenges in the Company’s business and uncertain outlook, the Committee increasedelected to freeze the annual2009 target cash bonus targetincentive amounts for Mr. Colony by approximately 33%. This increase was significantly higher thanall of the associated increase made to Mr. Colony’s base salary, reflecting the Committee’s view that Mr. Colony’s compensation should be more heavily weighted towards variable compensation in order to align a significant portion of Mr. Colony’s compensation with achievement of our Company’s performance goals. Because of Mr. Colony’s significant ownership of our common stock, the Committee generally does not grant stock options to him. Accordingly, an increase in Mr. Colony’s target annual cash bonus was determined to be the most appropriate means of increasing the variable component of his compensation. Duringnamed executive officers at 2008 as part of its executive compensation reviews, the Committee increased the annual cash bonus targets for Messrs. Doyle, Rutstein and van Lingen and Ms. Meringer by an average of approximately 9%. These increases were proportionately greater than the associated base salary increases, primarily because the Committee wished to increase the variable component of our executive compensation, consistent with the survey and market data reviewed by the Committee. After giving effect to these increases, thelevels. The annual cash bonus targets for our named executive officers ranged from approximately 35% to 63% of each named executive officer’s base salary.
For purposes of the 20082009 Matrix Bonus Plan, the financial performance of our Company for 20082009 was measured quarterly based on booked sales accounts (referred to as “bookings”) and operating profit goals,goals. The Committee selected bookings as one of the metrics because we believe that bookings provide an important measure of our current business activity and estimated future revenues. The Committee selected adjusted operating profit (“operating profit”) as the other key metric because we believe operating profit provides a comprehensive measure of our financial performance that takes into account the importance of both revenue growth and expense management. In addition, by linking payouts under the plan to the Company’s profitability, we provide our employees with the opportunity to share in our profits while assuring that payouts are only made if we achieve a satisfactory, pre-approved level of profitability, taking into account the nature of our business and the economic environment. The Committee may adjust the operating profit metric, as it deems appropriate, to include or exclude particular non-recurring items, such as acquisition-related or reorganization expenses, to avoid unanticipated results and to promote, and provide appropriate incentives for, actions and decisions that are in the best interests of the Company and its stockholders.
The 2009 Matrix Bonus Plan was evaluatedstructured as follows:
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| • | A matrix for each quarter containing bookings on the x axis and operating profit on the y axis was establishedapproved by the Committee under the plan.plan based on the Company’s annual financial plan approved by the Board of Directors. Quarterly minimum bookings and operating profit levels for our Company were set.set, taking into account the Company’s historical growth levels for bookings and operating profit, but recognizing the difficult economic environment experienced by the Company in the second half of 2008 that was projected to continue into 2009. Failure of our Company to meet either of these minimum levels would result in each executive officer being ineligible to receive any quarterly bonus payout. The minimum, target and maximum |
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| | |
| | levels of bookings and operating profit under the 2009 Matrix Bonus Plan approved by the Committee were as follows (all dollars in thousands): |
| | | | | | | | | | | | | | | | |
| | Q1 | | Q2 | | Q3 | | Q4 |
|
Bookings | | | | | | | | | | | | | | | | |
Minimum: | | $ | 35,269 | | | $ | 38,142 | | | $ | 35,626 | | | $ | 78,903 | |
Target: | | $ | 46,406 | | | $ | 50,186 | | | $ | 46,876 | | | $ | 103,820 | |
Maximum: | | $ | 53,367 | | | $ | 57,714 | | | $ | 53,908 | | | $ | 119,393 | |
Operating Profit | | | | | | | | | | | | | | | | |
Minimum: | | $ | 6,745 | | | $ | 11,727 | | | $ | 6,723 | | | $ | 11,092 | |
Target: | | $ | 7,665 | | | $ | 13,326 | | | $ | 7,640 | | | $ | 12,604 | |
Maximum: | | $ | 9,044 | | | $ | 15,725 | | | $ | 9,016 | | | $ | 14,873 | |
| | |
| • | If the Company’s target bookings and operating profit were achieved, the plan allowed for the payment of 100% of a named executive officer’s target award for the applicable quarter, subject in some cases to adjustment upward or downward for individual performance and team performance, as described in more detail below. If the bookings and operating profit were above the minimum thresholds but below the target, the bonus payout would be between 10% and 100% of the target award, subject to any applicable adjustment upward or downward for individual and team performance. The Committee believed that the minimum and |
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| | |
| | target bookings and operating profit under the plan were reasonable and consistent with overall growth targets for the Company. |
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| • | If the applicable target bookings and operating profit were exceeded, the plan allowed for the payment of up to 160% of a named executive officer’s target award for the applicable quarter, subject to any applicable adjustment upward or downward for individual performance and team performance. The Committee believed that it would be very challenging for the Company to achieve the bookings and operating profit levels necessary to achieve the maximum bonus potential under the plan. |
The 2008Company’s actual bookings and operating profit results for 2009, and the associated percentage of each named executive officer’s target award payable before adjustment for individual or team performance (referred to as the “Company Modifier”), were as follows:
| | | | | | | | | | | | | | | | |
| | Q1 | | Q2 | | Q3 | | Q4 |
|
Bookings | | $ | 43,842 | | | $ | 42,907 | | | $ | 45,109 | | | $ | 97,175 | |
Operating Profit | | $ | 9,173 | | | $ | 14,202 | | | $ | 10,123 | | | $ | 13,284 | |
Company Modifier: | | | 110 | % | | | 60 | % | | | 120 | %* | | | 80 | % |
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* | | The Committee elected to cap the Company Modifier at 100% for Mr. Colony and his direct reports, including Messrs. Doyle and Rutstein. This reflects the fact that in light of the deterioration in the economic environment over the first half of 2009, the Committee, on management’s recommendation, decided to lower the bookings targets under the plan for all employees other than the executive officers for the second half of 2009. As part of this reduction, the Committee provided that the non-executive employee payout under the plan could not exceed 100% unless the original, unreduced bookings target was met or exceeded, regardless of how high operating profit was in that quarter. While the Company experienced better than planned operating profit in the third quarter of 2009, bookings for the quarter were below the target level of performance. The Committee therefore determined that it was appropriate to apply the 100% cap to the payouts for Messrs. Colony, Doyle and Rutstein, because of their visibility into and/or responsibility for the company-wide financial plan and bookings performance. |
The 2009 quarterly bonus payouts of each named executive officer other than Mr. Colony, as determined under the plan based on the Company’s performance, could be increased by as much as an additional 50% or reduced to as little as zero, depending on Mr. Colony’s or Mr. Rutstein’s, as the case may be, evaluation of the overall performance of such individual against specific individual quarterly goals and, for Messrs. Doyle and Rutstein, the achievement of a team goal relating to an executive team goal.increase in the percentage of the Company’s bookings from research (syndicated) products and services. The Company’s primary reason for targeting this increase is that the Company’s syndicated products and services generally are renewable and more profitable than its non-syndicated advisory services. With respect to Messrs. Doyle and Rutstein, 40% of each payout for the quarters ended March 31, 2008 and2009, June 30, 2008, 20% of each payout was evaluated against an executive team goal of achieving targeted percentages of our bookings from research services2009 and advisory services, and the remaining 80% of each payout was evaluated against individual goals. The applicable team goal percentage increased to 30% in the quarter ended September 30, 20082009, and 40% in25% of the payout for the quarter ended December 31, 2008. 2009, was subject to
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modification based on performance against the syndicated team goal, and the remaining 60% or 75% of each payout, depending on the quarter, was subject to modification based on performance against individual goals. The Committee believed that the team goal was appropriate for Messrs. Doyle and Rutstein because of their visibility into and responsibility for company-wide financial planning and operating results, respectively. The targeted percentage of syndicated bookings, the actual syndicated bookings, and the associated team goal modifier for Messrs. Doyle and Rutstein, were as follows:
| | | | | | | | | | | | | | | | |
| | Q1 | | Q2 | | Q3 | | Q4 |
|
Target Syndicated %: | | | 67.5-68.5 | % | | | 64.5-65.5 | % | | | 64.5-65.5 | % | | | 73.5-74.5 | % |
Actual Syndicated %: | | | 66.8 | % | | | 60.0 | % | | | 61.2 | % | | | 74.1 | % |
Team Modifier: | | | 75 | % | | | 0.0 | % | | | 40 | % | | | 100 | % |
The individual goals for each executive officer were set quarterly by Mr. Colony and Mr. Rutstein for each of their direct reports, and were designed to promote achievement of our Company’s quarterly and annual performance targets approved by the Committee. These individual goals included goals with respect to particular financial or customer satisfaction metrics, which were company-wide in the case of Mr. Rutstein, and focused on the applicable client group for which they served as managing director, in the case of Ms. Meringer and Mr. Van Lingen, as well as more subjective items such as management style and strategic direction. Based upon Mr. Colony’s and Mr. Rutstein’s evaluation of their direct reports’ performance against those goals, the average individual goal modifier for the named executive officers other than Mr. Colony for 2009 was determined to be approximately 98.5%.
The 2009 bonus payout of Mr. Colony, as determined under the plan based on the Company’s performance, which was paid annually in arrears, and could be increased by as much as an additional 50% or reduced to as little as zero, depending on the Committee’s evaluation of the overall performance of Mr. Colony against individual annual goals, as well as the achievement of the “syndicated” team goal described above. The individual goals were set by the Committee at the beginning of the year and included company-wide-financial performance, as well as strategic and organizational goals. Based upon the Committee’s evaluation of Mr. Colony’s performance against those goals, Mr. Colony’s individual goal modifier for 2009 was determined to be 100%.
Actual bonus payments for 20082009 are set forth in the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation” and reflect that, in the aggregate, actual awards paid to our named executive officers for 20082009 were on average equal to approximately 84%81% of the aggregate cash incentive compensation targets that the Committee established for 2008,2009, based on Company, individual and team performance relative to the applicable goals for each executive or, in the case of Mr. Colony, based solely on the Company’s performance.executive.
Long-term Equity Incentive Compensation. The principal equity component of our executive compensation historically has been in the form of stock options granted under our equity incentive plans. All stock optionstock-based compensation awards granted to our executive officers are granted by the Committee. Stock options generally will behave been granted when an executive joins Forrester or in connection with a promotion, with additional optionsstock-based awards granted from time to time, typically as part of an annual grant of stock options to a larger group of key employees. We believe that stock option participation helpsstock-based awards help to motivate and retain executives and also alignsalign management’s incentives with long-term stock price appreciation. In determining the size and nature of stock-based awards for 2008, the Committee considered the aggregate number of options outstanding relative to the Company’s total shares outstanding and the individuals that they believed were most likely to contribute to or influence an improvement in the Company’s operating margin. In order to better align management’s stock-based compensation with the interests of stockholders, all stock options granted to executive officers in 2008 (other than those issued in connection with promotions) were performance-based, with vesting and the vesting schedule keyed to achievement of pro forma operating profit targets, as further described below. Grants to new executives and grants made in connection with promotions are typically tenure-based, with vesting occurring with the passage of time.time, with more recent follow-on grants to current executives typically being performance-based, with vestingand/or the vesting schedule keyed to achievement of specified financial goals. We believe that the combination of tenure-based and performance-based optionsawards serves to encourage retention while further aligning the interests of executives and stockholders. Neither the Company nor our board of directors, including the Committee, has any plan, program or practice of timing equity incentive awards in coordination with the release or withholding of material non-public information.
In determining the size and nature of stock-based awards for 2009, the Committee considered the aggregate number of options outstanding relative to the Company’s total shares outstanding, the average aggregate size of stock awards made to executive officers of companies that are similarly situated or with which we compete to attract and retain executives, including the referenced peer group, and the individuals that they believed were most likely to contribute to or influence the continued implementation of the Company’s role-based strategy, a return to the Company’s historical growth levels and continued improvement in the Company’s operating margin. On March 28, 2008,June 29, 2009, the Committee reviewed and approved the grant of performance-based restricted stock units (RSUs) and
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tenure-based stock options to each of Mr. Doyle, Ms. Meringer, Mr. Rutstein and Mr. van Lingen, effective July 1, 2009 as part of a grant of equity-based compensation to key employees across the Company. The Committee determined that an award comprised of a combination of tenure-based stock options and performance-based restricted stock units would best align the interests of management with that of the stockholders of the Company by providing incentives for the executives to remain employed by the Company and to focus on initiatives designed to promote long-term growth. In addition, in structuring the awards, the Committee considered that if and when an RSU award vests, it provides immediate compensatory value to the executive. With respect to the stock options, the Committee determined that extending the vesting schedule to provide that none of the grant would vest until 21 months after award date was appropriate to promote a longer-term outlook. So long as the named executive officer holding one of the options remains employed by the Company, 50% of the shares subject to the option will vest on April 1, 2008. These2011, an additional 25% will vest April 1, 2012, and the balance of the shares subject to the option will vest on April 1, 2013. The stock options were granted at an exercise price of $27.11,$25.25, which was equal to the closing market price of the common stock on the grant date.
Each RSU granted to the named executive officers in 2009 entitles the applicable officer to receive on or after April 1, 2012, prior to deducting the applicable number of shares necessary to satisfy withholding tax obligations, one share of the Company’s common stock, if two performance levels are met and the officer remains employed by the Company. The vesting of each of these options was determined based upon achievement of definedapplicable performance objectives relatingmetrics are the percentage growth in the Company’s total consolidated revenues for the year ending December 31, 2011 as compared to the Company’s total consolidated revenues for the year ending December 31, 2010, oryear-over-year revenue growth, and consolidated pro forma operating profit. The options couldmargin for the year ending December 31, 2011. If both target performance levels are met, the RSUs will vest over two, three or four years, depending onat 100%; if both target performance or the option shares could be forfeited if the defined performance objectives werelevels are not met. The threshold performance for vesting of the options over four years was achievement ofachieved, butyear-over-year revenue growth and pro forma operating profitmargin equal or exceed prescribed minimum levels, then the RSUs will vest at 40%. Failure to achieve the minimum performance levels for 2008 of at least $42.9 million, the threshold for vesting of the options over three years was achievement ofeitheryear-over-year revenue growth or pro forma operating profit for 2008 of $44.4 million, and the threshold for vestingmargin will result in forfeiture of the options over two yearsRSUs. The Committee decided that using scaled metrics was achievementappropriate to achieve the objectives of pro
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forma operating profit for 2008longer-term strategic thinking and retention of $46.1 million. Based on our actual 2008 pro forma operating profit of $46.8 million (excludingkey talent, particularly given the operations of JupiterResearch, acquired in July 2008), one-halfuncertainty of the option shares became exercisable on April 1, 2009,current business environment. The applicable minimum and target levels for each of the remaining balance become exercisable on April 1, 2010.performance metrics are as follows:
| | | | | | | | |
| | Minimum | | Target |
|
Year-Over-Year Revenue Growth: | | | 12 | % | | | 15 | % |
Pro Forma Operating Margin: | | | 15 | % | | | 17 | % |
Given Mr. Colony’s significant ownership of our common stock, the Committee did not grant stock options or restricted stock units to Mr. Colony in 2008.2009.
Other Benefits
As employees of our Company, our executive officers are eligible to participate in all Company-sponsored benefit programs on the same basis as other full-time employees, including health and dental insurance and life and disability insurance. In addition, our executive officers are eligible to receive the same employer match under our 401(k) plan (or applicable foreign plan) as is applicable for all participating employees. We do not offer any supplemental executive health and welfare or retirement programs, or provide any other supplemental benefits or perquisites, to our executives.
We have a cash bonus plan adopted in 2000 to pay bonuses measured by a portion of the share of our net profits from two technology related private equity investment funds. Certain of our key employees, including a numbercertain of our executive officers who were employees of the Company at the time of the adoption of this plan, participate in this plan. The principal purpose of this cash bonus plan was to retain key employees by allowing them to participate in a portion of the potential return from our technology-related investments if they remained employed by the Company. The plan was established at a time when technology and internet companies were growing significantly, and providing incentives to retain key employees during that time was important. To date, although we have invested $19.6 million of a $20 million commitment in these funds, we have not paid any bonuses under this plan.
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2010 Compensation
The Committee adopted an Executive Cash Incentive Plan effective February 10, 2010 for the executive officers. Beginning with 2010, cash incentive payouts for the executive officers of the Company, including all of the named executive officers, will be paid annually, rather than quarterly, in arrears.
In February 2010, the Committee approved increases in the base salary and cash incentive targets for Messrs. Colony, Rutstein, Doyle, and van Lingen, and Ms. Meringer, effective January 1, 2010, as follows:
| | | | | | | | |
Name | | 2010 Base Salary | | 2010 Cash Incentive Target |
|
George Colony | | $ | 350,000 | | | $ | 210,000 | |
Charles Rutstein | | | 336,000 | | | | 144,000 | |
Michael Doyle | | | 315,000 | | | | 135,000 | |
Julie Meringer | | | 252,000 | | | | 108,000 | |
Dennis van Lingen | | | 263,326 | * | | | 112,854 | * |
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* | | Reflects a translation from Euros into U.S. dollars based on an exchange rate of 1.4 dollars per Euro, which is the exchange rate that the Company will use for financial planning purposes for 2010. |
Impact of Tax and Accounting on Compensation Decisions
Section 162(m) of the Internal Revenue Code limits the deductibility of compensation paid to certain executive officers in excess of $1 million unless the compensation is performance based. Because the compensation amounts paid to our executive officers are substantially below this threshold, to date we have not needed to structure compensation arrangements with our executive officers to preserve the deductibility of that compensation in light of Section 162(m).
When determining amounts of equity grantsawards to executives and employees under our equity incentive program, the Committee considers the compensation charges associated with the grants.awards. We accountrecognize compensation expense for stock-based compensation in accordance withawards based upon the requirementsfair value of Financial Accounting Standards Board Statement No. 123R. Under SFAS No. 123R, grantsthe award. Grants of stock options result in compensation expense equal to the fair value of the options, which is calculated using a Black-Scholes option pricing model. ThisRestricted stock unit awards result in compensation expense equal to the fair value of the award on the award date, which is calculated using the closing stock price of the underlying shares on the date of the award. Stock-based compensation is recognized as an expense over the option vesting period.period of the award.
Compensation Committee Report
The Compensation and Nominating Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management and, based on this review and discussion, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
Compensation and Nominating Committee
Robert M. Galford, Chair
Michael H. Welles
Gretchen G. Teichgraeber
Michael H. Welles
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SUMMARY COMPENSATION TABLE
The following table shows the compensation earned during 2007, 2008 and 20082009 by our Chief Executive Officer, our Chief Financial Officer and each of our three most highly compensated executives as of December 31, 2008.2009. We refer to these officers as the “named executive officers.” The table also shows the compensation earned during 2006 by Messrs. Colony and Rutstein, who were named executive officers as of December 31, 2006.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Non-Equity
| | | | | | | | | | | | | | | | Non-Equity
| | | | |
| | | | | | | | | | Incentive Plan
| | All Other
| | | | | | | | | | Stock
| | Option
| | Incentive Plan
| | All Other
| | |
| | | | Salary
| | Bonus
| | Option Awards
| | Compensation
| | Compensation
| | Total
| | | | Salary
| | Bonus
| | Awards
| | Awards
| | Compensation
| | Compensation
| | Total
|
Name and Principal Position | | Year | | ($) | | ($)(1) | | ($)(2) | | ($) | | ($)(3) | | ($) | | Year | | ($) | | ($)(1) | | ($)(2) | | ($)(2) | | ($) | | ($)(3) | | ($) |
|
George F. Colony | | | 2008 | | | | 310,000 | | | | — | | | | — | | | | 142,500 | | | | 6,135 | | | | 458,635 | | | | 2009 | | | | 320,000 | | | | — | | | | — | | | | — | | | | 145,500 | | | | 10,394 | | | | 475,894 | |
Chairman of the Board and | | | 2007 | | | | 300,000 | | | | — | | | | 56 | | | | 116,250 | | | | 4,668 | | | | 420,974 | | | | 2008 | | | | 310,000 | | | | — | | | | — | | | | — | | | | 142,500 | | | | 6,135 | | | | 458,635 | |
Chief Executive Officer | | | 2006 | | | | 300,000 | | | | — | | | | 301 | | | | 153,750 | | | | 4,780 | | | | 458,831 | | | | 2007 | | | | 300,000 | | | | — | | | | — | | | | — | | | | 116,250 | | | | 4,668 | | | | 420,918 | |
Michael A. Doyle(4) | | | 2008 | | | | 304,000 | | | | 37,500 | | | | 137,579 | | | | 83,326 | | | | 8,440 | | | | 570,844 | | | | 2009 | | | | 308,000 | | | | — | | | | 84,184 | | | | 86,023 | | | | 78,759 | | | | 8,912 | | | | 565,878 | |
Chief Financial Officer and Treasurer | | | 2007 | | | | 80,747 | | | | 37,500 | | | | 45,254 | | | | 17,675 | | | | 443 | | | | 181,619 | | | | 2008 | | | | 304,000 | | | | 37,500 | | | | — | | | | — | | | | 83,326 | | | | 8,440 | | | | 433,266 | |
| | | | 2007 | | | | 80,747 | | | | 37,500 | | | | — | | | | 385,865 | | | | 17,675 | | | | 443 | | | | 522,230 | |
Julie Meringer | | | 2008 | | | | 230,000 | | | | — | | | | 98,048 | | | | 77,188 | | | | 6,405 | | | | 411,641 | | | | 2009 | | | | 230,000 | | | | — | | | | 84,184 | | | | 86,023 | | | | 87,709 | | | | 7,862 | | | | 495,778 | |
Managing Director, Information Technology Client Group | | | 2007 | | | | 215,000 | | | | — | | | | 149,323 | | | | 70,529 | | | | 9,996 | | | | 444,848 | | |
Managing Director, Information | | | | 2008 | | | | 230,000 | | | | — | | | | — | | | | 154,994 | | | | 77,188 | | | | 6,405 | | | | 468,587 | |
Technology Client Group | | | | 2007 | | | | 215,000 | | | | — | | | | — | | | | 172,458 | | | | 70,529 | | | | 9,996 | | | | 467,983 | |
Charles Rutstein | | | 2008 | | | | 290,000 | | | | — | | | | 236,826 | | | | 111,173 | | | | 8,420 | | | | 646,418 | | | | 2009 | | | | 290,000 | | | | — | | | | 126,250 | | | | 129,034 | | | | 97,268 | | | | 11,092 | | | | 653,644 | |
Chief Operating Officer | | | 2007 | | | | 275,000 | | | | — | | | | 230,757 | | | | 97,750 | | | | 11,330 | | | | 614,837 | | | | 2008 | | | | 290,000 | | | | — | | | | — | | | | 232,490 | | | | 111,173 | | | | 8,420 | | | | 642,083 | |
| | | 2006 | | | | 243,939 | | | | — | | | | 157,694 | | | | 93,128 | | | | 7,024 | | | | 501,785 | | | | 2007 | | | | 275,000 | | | | — | | | | — | | | | 247,861 | | | | 97,750 | | | | 11,330 | | | | 631,941 | |
Dennis van Lingen(5) | | | 2008 | | | | 267,620 | | | | — | | | | 176,682 | | | | 94,310 | | | | 28,690 | | | | 567,302 | | | | 2009 | | | | 253,753 | | | | — | | | | 105,217 | | | | 107,528 | | | | 97,311 | | | | 26,194 | | | | 590,003 | |
Managing Director, Marketing & Strategy Client Group; Chief Europe, Middle East, & Africa (EMEA) Officer | | | 2007 | | | | 234,174 | | | | — | | | | 158,779 | | | | 77,033 | | | | 40,530 | | | | 510,516 | | |
Managing Director, Marketing & | | | | 2008 | | | | 267,620 | | | | — | | | | — | | | | 154,994 | | | | 94,310 | | | | 28,690 | | | | 545,614 | |
Strategy Client Group; Chief Europe, | | | | 2007 | | | | 234,174 | | | | — | | | | — | | | | 114,829 | | | | 77,033 | | | | 40,530 | | | | 466,566 | |
Middle East, & Africa Officer | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
(1) | | Amounts represent a sign-on bonus paid to Mr. Doyle in two installments. |
|
(2) | | TheThese amounts in this column reflectrepresent the dollar amount recognizedaggregate grant date fair value of restricted stock unit and option awards for financial statement reporting purposes for2009, 2008 in accordance with SFAS 123R and thus include amounts from awards granted in and prior to 2008.2007, respectively. Assumptions used in the calculation of these amountsgrant date fair value of stock options are included in footnote 121 to the Company’s consolidated financial statements included in our 20082009 Annual Report onForm 10-K,10-K. exceptThe grant date fair value of restricted stock units is based upon the closing price of the Company’s common stock on the date of grant. For purposes of calculating the grant date fair value of performance awards, we assume that the amounts set forth in this column exclude the impactperformance criteria will be fully achieved and 100% of estimated forfeitures of equity awards.each award will vest. The amounts set forth may be more or less than the value ultimately realized by the named executive officer based upon, among other things, the value of the Company’s Common Stock at the time of exercise of the options or vesting of the restricted stock units and whether such options or restricted stock units actually vest. |
|
(3) | | 20082009 amounts include the following amounts of companyCompany matching contributions under our 401(k) plan or, for Mr. van Lingen, our Netherlands-based defined contribution pension plan: Mr. Colony, $3,194;$7,350; Mr. Doyle, $7,350; Ms. Meringer, $5,917;$7,350; Mr. Rutstein, $4,758;$7,350; and Mr. van Lingen, $18,960.$18,055. Other amounts consist of group term life insurance premiums and miscellaneous other items. |
|
(4) | | Mr. Doyle joined the Company as Chief Financial Officer and Treasurer on September 24, 2007. |
|
(5) | | All elements of Mr. van Lingen’s 2009 compensation, other than option-relatedstock compensation-related expenses, reflect a translation from Euros into U.S. dollars based on an exchange rate of 1.471340.71916 Euros per dollar, which was the average exchange rate during 2008.2009. Elements of Mr. Van Lingen’s compensation for 2008 and 2007 reflect the average exchange rates for each of those years. |
1316
GRANTS OF PLAN-BASED AWARDS FOR 20082009
The following table sets forth information with respect to plan-based awards granted to named executive officers in 2008.2009.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | All Other
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | Option
| | | | | | | | | | | | | | | | | | | | | | All Other
| | | | Grant
|
| | | | | | | | | | | | | | | | | | Awards:
| | Exercise
| | | | | | | | | | | | | | | | | | | | Option
| | Exercise
| | Date
|
| | | | | | Estimated Possible Payouts Under
| | | | | | | | Number of
| | or Base
| | Grant Date
| | | | | | | | | | | | | | | | | | Awards:
| | or Base
| | Fair
|
| | | | | | Non-Equity Incentive Plan
| | Estimated Future Payouts Under
| | Securities
| | Price of
| | Fair
| | | | | | Estimated Possible Payouts Under
| | Estimated Future Payouts Under
| | Number of
| | Price of
| | Value of
|
| | | | Committee
| | Awards(1) | | Equity Incentive Plan Awards(2) | | Underlying
| | Option
| | Value of
| | | | | | Non-Equity Incentive Plan Awards(1) | | Equity Incentive Plan Awards(3) | | Securities
| | Option
| | Option
|
| | Grant
| | Approval
| | Threshold
| | Target
| | Maximum
| | Threshold
| | Target
| | Maximum
| | Options
| | Awards
| | Option
| | | | Committee
| | Threshold
| | Target
| | Maximum
| | Threshold
| | Target
| | Maximum
| | Underlying
| | Awards
| | Awards
|
Name | | Date | | Date | | ($) | | ($) | | ($) | | (#) | | (#) | | (#) | | (#) | | ($/Sh) | | Awards ($)(3) | | Grant Date | | Approval Date | | ($)(2) | | ($) | | ($)(2) | | (#) | | (#) | | (#) | | Options (#) | | ($/Sh) | | ($)(4) |
|
George F. Colony | | | — | | | | — | | | | 0 | | | | 175,000 | | | | 280,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0 | | | | 200,000 | | | | 480,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Michael A. Doyle | | | — | | | | — | | | | 0 | | | | 104,000 | | | | 249,600 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0 | | | | 108,000 | | | | 259,200 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | 07/01/09 | | | | 06/29/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 10,000 | | | | 25.25 | | | | 86,023 | |
| | | | 07/01/09 | | | | 06/29/09 | | | | — | | | | — | | | | — | | | | 1,334 | | | | 3,334 | | | | 3,334 | | | | — | | | | — | | | | 84,184 | |
Julie Meringer | | | — | | | | — | | | | 0 | | | | 95,000 | | | | 228,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0 | | | | 95,000 | | | | 228,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | 07/01/09 | | | | 06/29/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 10,000 | | | | 25.25 | | | | 86,023 | |
| | | 04/01/08 | | | | 03/28/08 | | | | — | | | | — | | | | — | | | | — | | | | 20,000 | | | | 20,000 | | | | — | | | | 27.11 | | | | 154,994 | | | | 07/01/09 | | | | 06/29/09 | | | | — | | | | — | | | | — | | | | 1,334 | | | | 3,334 | | | | 3,334 | | | | — | | | | — | | | | 84,184 | |
Charles Rutstein | | | — | | | | — | | | | 0 | | | | 135,000 | | | | 324,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0 | | | | 135,000 | | | | 324,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | 04/01/08 | | | | 03/28/08 | | | | — | | | | — | | | | — | | | | — | | | | 30,000 | | | | 30,000 | | | | — | | | | 27.11 | | | | 232,490 | | | | 07/01/09 | | | | 06/29/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 15,000 | | | | 25.25 | | | | 129,034 | |
Dennis van Lingen | | | — | | | | — | | | | 0 | | | | 96,220 | | | | 230,928 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | |
| | | 04/01/08 | | | | 03/28/08 | | | | — | | | | — | | | | — | | | | — | | | | 20,000 | | | | 20,000 | | | | — | | | | 27.11 | | | | 154,994 | | | | 07/01/09 | | | | 06/29/09 | | | | — | | | | — | | | | — | | | | 2,000 | | | | 5,000 | | | | 5,000 | | | | — | | | | — | | | | 126,250 | |
Dennis van Lingen(5) | | | | — | | | | — | | | | 0 | | | | 94,740 | | | | 227,376 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | 07/01/09 | | | | 06/29/09 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 12,500 | | | | 25.25 | | | | 107,528 | |
| | | | 07/01/09 | | | | 06/29/09 | | | | — | | | | — | | | | — | | | | 1,667 | | | | 4,167 | | | | 4,167 | | | | — | | | | — | | | | 105,217 | |
| | |
(1) | | Consists of awards under our 20082009 Matrix Bonus Plan, an annual non-equity incentive plan, with payouts thereunder made quarterly in arrears.arrears to executives other than Mr. Colony, and annually in arrears for Mr. Colony. Our 20082009 Matrix Bonus Plan is described in detail, including calculation of threshold, target and maximum awards under the plan, in the Compensation Discussion and Analysis above. Actual amounts awarded are set forth in the Summary Compensation Table above. |
|
(2) | | The threshold and maximum amounts reflect the fact that a named executive officer’s payout, as determined by the Company’s matrix performance, can be increased by as much as 50% or reduced to as little as zero, depending on achievement of specific individual goals and, with respect to Mr. Colony and his direct reports, the achievement of a team goal. Without giving effect to any upward or downward adjustment for individual or team performance, the threshold (10% of target), target and maximum (160% of target) possible payouts under the 2009 Matrix Bonus Plan for the named executive officers were as follows: |
| | | | | | | | | | | | |
Name | | Threshold ($) | | Target ($) | | Maximum ($) |
|
George F. Colony | | $ | 20,000 | | | $ | 200,000 | | | $ | 320,000 | |
Michael A. Doyle | | $ | 10,800 | | | $ | 108,000 | | | $ | 172,800 | |
Julie Meringer | | $ | 9,500 | | | $ | 95,000 | | | $ | 152,000 | |
Charles Rutstein | | $ | 13,500 | | | $ | 135,000 | | | $ | 216,000 | |
Dennis van Lingen | | $ | 9,474 | | | $ | 94,740 | | | $ | 151,584 | |
| | |
(3) | | Consists of performance-based optionsrestricted stock units granted pursuant to our 2006 Equity Incentive Plan (“2006 Plan”). The vesting of such options was determined basedrestricted stock units is conditioned upon achievement of defined performance objectives relating toyear-over-year revenue growth and pro formaform operating profit.margin in 2011. The options couldrestricted stock units can vest over two, threeas to either 40% or four years,100% of the total number of shares subject to the award, depending on performance, or the option shares couldrestricted stock units can be forfeited if the defined performance objectives are not met. Based on actual results for 2008, one-half of the option shares became exercisable on the first anniversary of the option grant date, and the remaining one-half become exercisable on the second anniversary of the option grant date. Pursuant to the terms of the 2006 Plan, the optionsrestricted stock units become exercisablevested in full upon a change of control, unless there is an assumption, substitution or cash-out of such optionsrestricted stock units in connection with the change of control. |
|
(3)(4) | | Assumptions used in the calculation of these amountsoption awards are included in footnote 121 to the Company’s consolidated financial statements included in our 20082009 Annual Report on FormForm 10-K. The grant date fair value of restricted stock units is based upon the closing price of the Company’s common stock on the date of grant. For purposes of calculating the grant date fair value of performance awards, we assume that the performance criteria will be fully achieved and 100% of each award will vest. |
1417
| | |
(5) | | Threshold, target and maximum awards under our 2009 Matrix Bonus Plan for Mr. van Lingen reflect a translation from Euros into U.S. dollars based on an exchange rate of 1.28 dollars per Euro, which was the exchange rate that the Company used for all financial planning purposes for 2009. The applicable amounts expressed in Euro would be: threshold, €7,402; target, €74,016; and maximum, €177,638. Applying the average exchange rate during 2009, which was used to calculate the actual amounts paid in the Summary Compensation Table, the same amounts expressed in U.S. dollars would be: threshold, $10,292; target, $102,920; and maximum, $247,008. |
OUTSTANDING EQUITY AWARDS AT 20082009 YEAR-END TABLE
The following table sets forth information for the named executive officers regarding outstanding option awards and stock awards held as of December 31, 2008. None of the named executive officers held any stock awards as of December 31, 2008.2009.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Option Awards | | | Option Awards | | Stock Awards |
| | Number of
| | Number of
| | | | | | | Number of
| | Number of
| | | | | | Equity Incentive Plan
| | Equity Incentive Plan
|
| | Securities
| | Securities
| | | | | | | Securities
| | Securities
| | | | | | Awards: Number of
| | Awards: Market or
|
| | Underlying
| | Underlying
| | | | | | | Underlying
| | Underlying
| | | | | | Unearned Shares, Units
| | Payout Value of
|
| | Unexercised
| | Unexercised
| | Option
| | Option
| | | Unexercised
| | Unexercised
| | Option
| | Option
| | or Other Rights That
| | Unearned Shares, Units
|
| | Options (#)
| | Options (#)
| | Exercise
| | Expiration
| | | Options (#)
| | Options (#)
| | Exercise
| | Expiration
| | Have Not Vested
| | or Other Rights That
|
Name | | Exercisable | | Unexercisable | | Price ($) | | Date | | | Exercisable | | Unexercisable | | Price ($) | | Date | | (#)(1) | | Have Not Vested ($)(2) |
|
George F. Colony | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Michael A. Doyle | | | 12,500 | | | | 37,500 | (1) | | $ | 25.20 | | | | 09/30/2017 | | | | — | | | | — | | | | — | | | | — | | | | 3,334 | | | | 86,517 | |
| | | | 25,000 | | | | 25,000 | (3) | | $ | 25.20 | | | | 09/30/2017 | | | | — | | | | — | |
| | | | 0 | | | | 10,000 | (4) | | $ | 25.25 | | | | 06/30/2019 | | | | — | | | | — | |
Julie Meringer | | | 8,000 | | | | — | | | $ | 25.16 | | | | 03/15/2011 | | | | — | | | | — | | | | — | | | | — | | | | 3,334 | | | | 86,517 | |
| | | | 8,000 | | | | — | | | $ | 25.16 | | | | 03/15/2011 | | | | — | | | | — | |
| | | | 5,000 | | | | — | | | $ | 15.96 | | | | 10/31/2011 | | | | — | | | | — | |
| | | 5,000 | | | | — | | | $ | 15.96 | | | | 10/31/2011 | | | | 2,397 | | | | — | | | $ | 17.38 | | | | 10/31/2011 | | | | — | | | | — | |
| | | 2,397 | | | | — | | | $ | 17.38 | | | | 10/31/2011 | | | | 1,000 | | | | — | | | $ | 14.73 | | | | 03/30/2013 | | | | — | | | | — | |
| | | 1,000 | | | | — | | | $ | 14.73 | | | | 03/30/2013 | | | | 4,500 | | | | — | | | $ | 18.42 | | | | 03/30/2014 | | | | — | | | | — | |
| | | 4,500 | | | | — | | | $ | 18.42 | | | | 03/30/2014 | | | | 4,412 | | | | — | | | $ | 14.06 | | | | 03/30/2015 | | | | — | | | | — | |
| | | 4,412 | | | | — | | | $ | 14.06 | | | | 03/30/2015 | | | | 15,000 | | | | — | | | $ | 22.19 | | | | 04/03/2016 | | | | — | | | | — | |
| | | 15,000 | | | | — | | | $ | 22.19 | | | | 04/03/2016 | | | | 10,000 | | | | 10,000 | (5) | | $ | 27.34 | | | | 01/01/2017 | | | | — | | | | — | |
| | | 5,000 | | | | 15,000 | (2) | | $ | 27.34 | | | | 01/01/2017 | | | | 10,000 | | | | 10,000 | (6) | | $ | 27.11 | | | | 03/31/2018 | | | | — | | | | — | |
| | | — | | | | 20,000 | (3) | | $ | 27.11 | | | | 03/31/2018 | | | | — | | | | 10,000 | (7) | | $ | 25.25 | | | | 06/30/2019 | | | | | | | — | |
Charles Rutstein | | | 4,646 | | | | — | | | $ | 28.47 | | | | 01/16/2010 | | | | — | | | | — | | | | — | | | | — | | | | 5,000 | | | | 129,750 | |
| | | 7,500 | | | | — | | | $ | 61.25 | | | | 07/31/2010 | | | | 7,500 | | | | — | | | $ | 61.25 | | | | 07/31/2010 | | | | — | | | | — | |
| | | 8,000 | | | | — | | | $ | 25.16 | | | | 03/15/2011 | | | | 8,000 | | | | — | | | $ | 25.16 | | | | 03/15/2011 | | | | — | | | | — | |
| | | 5,000 | | | | — | | | $ | 14.73 | | | | 03/30/2013 | | | | 5,000 | | | | — | | | $ | 14.73 | | | | 03/30/2013 | | | | — | | | | — | |
| | | 7,500 | | | | — | | | $ | 18.42 | | | | 03/30/2014 | | | | 7,500 | | | | — | | | $ | 18.42 | | | | 03/30/2014 | | | | — | | | | — | |
| | | 7,500 | | | | — | | | $ | 14.06 | | | | 03/30/2015 | | | | 7,500 | | | | — | | | $ | 14.06 | | | | 03/30/2015 | | | | — | | | | — | |
| | | 20,000 | | | | 20,000 | (4) | | $ | 21.87 | | | | 02/14/2016 | | | | 30,000 | | | | 10,000 | (8) | | $ | 21.87 | | | | 02/14/2016 | | | | — | | | | — | |
| | | 10,000 | | | | 20,000 | (5) | | $ | 28.62 | | | | 04/01/2017 | | | | 20,000 | | | | 10,000 | (9) | | $ | 28.62 | | | | 04/01/2017 | | | | — | | | | — | |
| | | — | | | | 30,000 | (6) | | $ | 27.11 | | | | 03/31/2018 | | | | 15,000 | | | | 15,000 | (10) | | $ | 27.11 | | | | 03/31/2018 | | | | — | | | | — | |
| | | | — | | | | 15,000 | (11) | | $ | 25.25 | | | | 06/30/2019 | | | | — | | | | — | |
Dennis van Lingen | | | 5,000 | | | | — | | | $ | 61.25 | | | | 07/31/2010 | | | | — | | | | — | | | | — | | | | — | | | | 4,167 | | | | 108,134 | |
| | | 5,000 | | | | — | | | $ | 25.16 | | | | 03/15/2011 | | | | 5,000 | | | | — | | | $ | 61.25 | | | | 07/31/2010 | | | | — | | | | — | |
| | | 1,250 | | | | — | | | $ | 14.73 | | | | 03/30/2013 | | | | 5,000 | | | | — | | | $ | 25.16 | | | | 03/15/2011 | | | | — | | | | — | |
| | | 4,000 | | | | — | | | $ | 18.42 | | | | 03/30/2014 | | | | 1,250 | | | | — | | | $ | 14.73 | | | | 03/30/2013 | | | | — | | | | — | |
| | | 2,500 | | | | — | | | $ | 14.06 | | | | 03/30/2015 | | | | 4,000 | | | | — | | | $ | 18.42 | | | | 03/30/2014 | | | | — | | | | — | |
| | | 7,500 | | | | 7,500 | (7) | | $ | 26.08 | | | | 05/14/2016 | | | | 2,500 | | | | — | | | $ | 14.06 | | | | 03/30/2015 | | | | — | | | | — | |
| | | 7,500 | | | | 7,500 | (8) | | $ | 27.35 | | | | 09/06/2016 | | | | 11,250 | | | | 3,750 | (12) | | $ | 26.08 | | | | 05/14/2016 | | | | — | | | | — | |
| | | 5,000 | | | | 10,000 | (9) | | $ | 26.93 | | | | 04/01/2017 | | | | 11,250 | | | | 3,750 | (13) | | $ | 27.35 | | | | 09/06/2016 | | | | — | | | | — | |
| | | — | | | | 20,000 | (10) | | $ | 27.11 | | | | 3/31/2018 | | | | 10,000 | | | | 5,000 | (14) | | $ | 26.93 | | | | 04/01/2017 | | | | — | | | | — | |
| | | | 10,000 | | | | 10,000 | (15) | | $ | 27.11 | | | | 03/31/2018 | | | | — | | | | — | |
| | | | — | | | | 12,500 | (16) | | $ | 25.25 | | | | 06/30/2019 | | | | — | | | | — | |
| | |
(1) | | Consists of performance-based restricted stock units granted pursuant to our 2006 Equity Incentive Plan. The vesting of these restricted stock units is conditioned upon achievement of defined performance objectives |
18
| | |
| | relating toyear-over-year revenue growth and pro form operating margin in 2011. The restricted stock units can vest on April 1, 2012 as to either 40% or 100% of the total number of shares subject to the award, depending on performance, or the restricted stock units can be forfeited if the defined performance objectives are not met. |
|
(2) | | The market value was calculated based on $25.95, the closing price per share of our common stock on December 31, 2009. |
|
(3) | | Stock options become exercisable in equal installments on each of October 1, 2009, October 1, 2010 and October 1, 2011. |
|
(2)(4) | | Stock options become exercisable as to 5,000 shares on April 1, 2011, 2,500 shares on April 1, 2012 and 2,500 shares on April 1, 2013. |
|
(5) | | Stock options became exercisable as to 5,000 shares on January 2, 2009,2010, and the remainder become exercisable in equal installments on each of January 2, 2010 and January 2, 2011. |
|
(3)(6) | | Stock options became exercisable as to 10,000 shares on April 1, 2009, and the remainder become exercisable on April 1, 2010. |
|
(4) | | Stock options became exercisable as to 10,000 shares on February 15, 2009, and the remainder become exercisable on February 15, 2010. |
|
(5) | | Stock options became exercisable as to 10,000 shares on April 2, 2009, and the remainder become exercisable on April 2, 2010. |
|
(6) | | Stock options became exercisable as to 15,000 shares on April 1, 2009, and the remainder become exercisable on April 1, 2010. |
15
| | |
(7) | | Stock options become exercisable in equal installmentsas to 5,000 shares on each of May 15, 2009April 1, 2011, 2,500 shares on April 1, 2012 and May 15, 2010.2,500 shares on April 1, 2013. |
|
(8) | | Stock options becomebecame exercisable in equal installments on each of May 15, 2009 and MayFebruary 15, 2010. |
|
(9) | | Stock options became exercisable as to 5,000 shares on April 2, 2009, and the remainder become exercisable on April 2, 2010. |
|
(10) | | Stock options became exercisable as to 10,000 shares on April 1, 2009, and the remainder become exercisable on April 1, 2010. |
|
(11) | | Stock options become exercisable as to 7,500 shares on April 1, 2011, 3,750 shares on April 1, 2012 and 3,750 shares on April 1, 2013. |
|
(12) | | Stock options become exercisable on May 15, 2010. |
|
(13) | | Stock options become exercisable on May 15, 2010. |
|
(14) | | Stock options become exercisable on April 2, 2010. |
|
(15) | | Stock options become exercisable on April 1, 2010. |
|
(16) | | Stock options become exercisable as to 6,250 shares on April 1, 2011, 3,125 shares on April 1, 2012 and 3,125 shares on April 1, 2013. |
OPTION EXERCISES AND STOCK VESTED TABLE FOR 20082009
The following table sets forth information for the named executive officers regarding the value realized during 2008 by such executives pursuant to option exercises. None of the named executive officers exercised stock options or acquired shares upon the vesting of stock awards during 2008.
| | | | | | | | |
| | Option Awards | |
| | Number of
| | | | |
| | Shares
| | | | |
| | Acquired
| | | Value Realized
| |
| | on Exercise
| | | on Exercise
| |
Name | | (#) | | | ($) | |
|
George F. Colony | | | — | | | | — | |
Michael A. Doyle | | | — | | | | — | |
Julie Meringer | | | 10,000 | | | $ | 128,147 | |
Charles Rutstein | | | 5,271 | | | $ | 53,812 | |
Dennis van Lingen | | | — | | | | — | |
2009.
Pension Benefits
We have no defined benefit pension plans or long-term incentive plans applicable to the named executive officers.
Nonqualified Deferred Compensation
We have no nonqualified defined contribution or deferred compensation plans.
Severance andChange-of-Control Benefits
We entered into an employment offer letter on July 24, 2007 with Mr. Doyle that provides for severance benefits following a termination of his employment by the Company without Cause (as defined in the offer letter). In the event of such a termination, we must continue to pay Mr. Doyle his base salary for the 6 months following his termination, subject to his signing a separation agreement in a form acceptable to us that includes a general release of all claims. We have not entered into agreements providing for severance benefits with any of the other named executive officers. Each of our named executive officers other than Mr. Colony has entered into stock option and restricted stock unit grant agreements that provide for full acceleration of vesting upon a change of control of the Company.Company, unless there is an assumption, substitution or cash-out of such options or restricted stock units in connection with the change of control. The following table shows what the benefit of such acceleration would have
19
been assuming a change of control had occurred on December 31, 2008,2009, and also shows the severance amounts that would have been payable to Mr. Doyle if we had terminated his employment without Cause on December 31, 2008.2009.
| | | | | | | | | | | | | | | | | | | | |
| | Early Vesting of Stock
| | Severance Amount Upon
| | | Early Vesting of Stock
| | Early Vesting of Stock
| | Severance Amount Upon
|
| | Options Upon a
| | Termination
| | | Options Upon a
| | Awards Upon a
| | Termination
|
Name | | Change of Control(1) | | Without Cause | | | Change of Control($)(1) | | Change of Control($)(2) | | Without Cause ($) |
|
George F. Colony | | | — | | | | — | | | | — | | | | — | | | | — | |
Michael A. Doyle | | $ | 112,875 | | | $ | 154,000 | | | | 25,750 | | | | 86,517 | | | | 154,000 | |
Julie Meringer | | $ | 35,050 | | | | — | | | | 7,000 | | | | 86,517 | | | | — | |
Charles Rutstein | | $ | 159,800 | | | | — | | | | 51,300 | | | | 129,750 | | | | — | |
Dennis van Lingen | | $ | 57,225 | | | | — | | | | 8,750 | | | | 108,134 | | | | — | |
16
| | |
(1) | | This amount equals the difference between the exercise price of each option and $28.21,$25.95, the closing price of our common stock on NASDAQ on December 31, 2008,2009, multiplied by the number of unvested shares of our common stock underlying stock options on December 31, 2008,2009, the assumed date of the change of control. |
|
(2) | | This amount equals $25.95, the closing price per share of our common stock on December 31, 2009, multiplied by the number of unvested shares of our common stock underlying restricted stock units on December 31, 2009, the assumed date of the change of control. |
Director Compensation
DIRECTOR COMPENSATION TABLE FOR 20082009
The following table shows the compensation that we paid during the year ended December 31, 20082009 to each of our directors, other than Mr. Colony, whose compensation is reflected in “Executive Compensation” above.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Fees Earned or
| | | | | | | Fees Earned or
| | | | |
| | Paid in Cash
| | Option Awards
| | Total
| | | Paid in Cash
| | Option Awards
| | Total
|
Name | | ($) | | ($)(1)(2)(3) | | ($) | | | ($) | | ($)(1)(2)(3) | | ($) |
|
Henk W. Broeders | | | 14,500 | | | | 134,218 | | | | 148,718 | | | | 13,000 | | | | 97,512 | | | | 110,512 | |
Robert M. Galford | | | 10,000 | | | | 134,218 | | | | 144,218 | | | | 10,000 | | | | 97,512 | | | | 107,512 | |
George R. Hornig | | | 21,000 | | | | 134,218 | | | | 155,218 | | | | 21,000 | | | | 97,512 | | | | 118,512 | |
Gretchen G. Teichgraeber | | | 10,000 | | | | 119,730 | | | | 129,730 | | | | 10,000 | | | | 97,512 | | | | 107,512 | |
Michael H. Welles | | | 16,000 | | | | 134,218 | | | | 150,218 | | | | 16,000 | | | | 97,512 | | | | 113,512 | |
| | |
(1) | | The amounts in this column reflect the dollar amount recognizedaggregate grant date fair value of option awards for financial statement reporting purposes for 2008 in accordance with SFAS No. 123R and thus include amounts from awards granted in and prior to 2008.2009. Assumptions used in the calculation of these amounts are included in footnote 121 to the Company’s consolidated financial statements included in our 20082009 Annual Report onForm10-K, 10-K. except that the amounts set forth in this column exclude the impact of estimated forfeitures of equity awards. The amounts set forth may be more or less than the value ultimately realized by the named director based upon, among other things, the value of our common stockthe Company’s Common Stock at the time of vesting or exercise of the options and whether such options actually vest. |
|
(2) | | On May 13, 2008,12, 2009, each of the directors other than Mr. Colony received an option to purchase 12,500 shares with a grant date fair valuean exercise price of $110,592.$23.41. |
|
(3) | | At December 31, 2008,2009, the directors held options to purchase the number of shares listed next to their name below: |
| | | | |
Director | | Number of Shares | |
|
Henk W. Broeders | | | 117,834125,000 | |
Robert W. Galford | | | 112,500125,000 | |
George R. Hornig | | | 65,62578,125 | |
Gretchen G. Teichgraeber | | | 43,50056,000 | |
Michael H. Welles | | | 120,500125,000 | |
20
Our non-employee directors receive an annual retainer of $10,000, payable quarterly in arrears, and members of the Audit Committee receive $1,500 for each regular meeting they attend, with the Chairman of the Audit Committee receiving an additional $5,000 per year. Members of our Board of Directors are reimbursed for their expenses incurred in connection with attending any meeting.
Under the 2006 Stock Option Plan for Directors, following each annual meeting of stockholders, each non-employee director receives an option to purchase 12,500 shares of our common stock at an exercise price equal to the fair market value on that date. These options vest in four equal annual installments. After last year’s annual meeting, our five non-employee directors at that time each received an option to purchase 12,500 shares of our common stock at an exercise price of $30.95$23.41 per share. Any non-employee director that is newly elected between annual meetings will receive an option to purchase 6,000 shares of our common stock at an exercise price equal to the fair market value on the date he or she is first elected as a director. These options also vest in four equal annual installments, with the first installment vested on the date of grant. Options granted under the 2006 Stock Option Plan
17
for Directors become exercisable in full upon a change of control of the Company, unless there is an assumption, substitution or cash-out of such options in connection with the change of control.
Options granted to our non-employee directors prior to theour 2006 annual meeting were made pursuant to our Amended and Restated 1996 Stock Option Plan for Non-Employee Directors. All options granted under that plan become exercisable in full upon a change of control of the Company.
The Compensation and Nominating Committee of the Board of Directors also has the authority under the plan to grant stock options to non-employee directors in such amounts and on such terms as it shall determine at the time of grant. No such awards have been made.
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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Board of Directors has appointed an Audit Committee composed of three non-employee directors: Messrs. Hornig (Chairman), Broeders, and Welles. Each of the members of the Audit Committee is “independent” as defined under the NASDAQ Stock Market listing standards. The Board has determined that Mr. Hornig is an “audit committee financial expert” under applicable rules of the Securities and Exchange Commission, and the members of the Audit Committee satisfy the NASDAQ financial literacy standards.
The Audit Committee is responsible for providing independent oversight of Forrester’s accounting functions and internal controls. The Audit Committee oversees Forrester’s financial reporting process on behalf of the Board of Directors, reviews financial disclosures, and meets privately, outside of the presence of management, with Forrester’s internal auditor and with representatives of the independent registered public accounting firm. The Audit Committee also selects and appoints the independent registered public accounting firm, reviews the performance of the independent registered public accounting firm, and reviews the independent registered public accounting firm’s fees. The Audit Committee operates under a written charter adopted by the Board of Directors.
In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed Forrester’s audited financial statements for the fiscal year ended December 31, 20082009 with Forrester’s management and with BDO Seidman, LLP, Forrester’s independent registered public accounting firm. The Audit Committee also discussed with BDO Seidman, LLP the matters required by Statement of Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board (United States) in Rule 3200T. This included a discussion of the independent registered public accounting firm’s judgments as to the quality, not just the acceptability, of Forrester’s accounting principles, and such other matters as are required under the standards of the Public Company Accounting Oversight Board (United States). The Audit Committee also received the written disclosures and letter from BDO Seidman, LLP required by the Public Company Accounting Oversight Board (United States) Rule 3526, and the Audit Committee discussed the independence of BDO Seidman, LLP with that firm.
Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited financial statements in our Annual Report onForm 10-K for the fiscal year ended December 31, 20082009 for filing with the Securities and Exchange Commission.
AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS
George R. Hornig, Chairman
Henk W. Broeders
Michael H. Welles
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OTHER INFORMATION
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires our officers and directors, and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission (“SEC”). Officers, directors and greater than 10% beneficial stockholders are required by SEC regulation to furnish to us copies of all Forms 3, 4 and 5 they file. Based solely on our review of copies of such forms which we received, we believe that all of our officers, directors, and greater than 10% beneficial owners complied on a timely basis with all filing requirements with respect to transactions during 2008, except for George Colony, our chief executive officer, who filed a Form 5 and an amended Form 5 to report previously unreported gift transactions from 1999 and 2003.2009.
Certain Relationships and Related Transactions
Registration Rights and Non-Competition Agreement. At the time of our initial public offering, we entered into a registration rights and non-competition agreement with Mr. Colony which provides that if Mr. Colony’s employment with us is terminated he will not compete with us for the one year period after the date of such termination. The agreement also provides that in the event we propose to file a registration statement under the Securities Act of 1933, as amended, with respect to an offering by us for our own account or the account of another person, or both, Mr. Colony shall be entitled to include shares held by him in such a registration, subject to the right of the managing underwriter of any such offering to exclude some or all of such shares from such registration if and to the extent the inclusion of the shares would adversely affect the marketing of the shares to be sold by us. The agreement also provides that Mr. Colony may require us to register shares under the Securities Act with a fair market value of at least $5 million, except that we are not required to effect such registration more than twice or at certain times described in the agreement. The agreement also provides that we will pay all expenses incurred in connection with such registration.
Related Person Transactions
Pursuant to its amended and restated charter, our Audit Committee has responsibility for the review and approval of all transactions between the Company and any related parties or affiliates of the Company, its officers, and directors.
Related persons can include any of our directors or executive officers, certain of our stockholders, and any of their immediate family members. In evaluating related person transactions, the committee members apply the same standards they apply to their general responsibilities as members of a committee of the board of directors and as individual directors. The committee will approve a related person transaction when, in its good faith judgment, the transaction is in the best interest of the Company. To identify related person transactions, each year we require our directors and officers to complete a questionnaire identifying any transactions with the Company in which the officer or director or their family members have an interest. In addition, our Code of Business Conduct and Ethics includes our expectation that all directors, officers and employees who may have a potential or apparent conflict of interest will notify our legal department.
PROPOSAL TWO:
APPROVAL OF THE AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
In 1996, we adopted an Employee Stock Purchase Plan (the “Purchase Plan”) to provide a method by which our eligible employees may use voluntary, systematic payroll deductions to purchase shares of our common stock and thus acquire an interest in the future of our company. A total of 400,000 shares of common stock were initially available for purchase under the Purchase Plan. In 2002, our stockholders approved adding an additional 500,000 shares available for purchase under the Purchase Plan. As of the record date, approximately 835,676 shares
20
of common stock had been purchased under the Purchase Plan, and approximately 64,324 shares remained available for purchase.
On March 27, 2009, our Board of Directors voted, subject to approval by our stockholders, to further amend and restate the Purchase Plan in order to (a) increase the number of shares of common stock available for purchase under the plan by 600,000 shares, and (b) clarify certain provisions of the plan, such as the courses of action available to the Board of Directors with respect to the Purchase Plan in the case of a sale of all or substantially all of our stock or assets or other similar transaction in which we are not the surviving entity. Our Board of Directors believes that the Purchase Plan, as so amended, will allow us to attract and retain talented professionals and help align our employees’ incentives with the objective of enhancing stockholder value.
The following summarizes the key features of the Purchase Plan.
Administration
The Board of Directors, acting through our authorized officers, administers the Purchase Plan. The Board of Directors has properly delegated its authority to administer the Purchase Plan to the Compensation and Nominating Committee of the Board of Directors.
Eligible Employees
Each employee (a) who has completed six months or more of continuous employment with us, and (b) whose customary employment is more than 20 hours per week, is eligible to participate in the Purchase Plan. The number of employees participating in the Purchase Plan as of the record date was approximately 220.
Maximum Number of Shares
Currently, up to 64,324 shares of our common stock remain available for purchase under the Purchase Plan. Our Board of Directors approved and recommends that the stockholders approve an increase of an additional 600,000 shares of our common stock available for purchase under the Purchase Plan. The number of shares available for purchase under the Purchase Plan is subject to adjustments for stock splits, stock dividends, recapitalizations, mergers, consolidations, or other changes in our common stock.
Method of Participation
An eligible employee may elect to participate in the Purchase Plan by executing and providing to us a payroll deduction authorization form at least 15 days prior to the first day of any six-month period in which eligible employees are granted options (as defined below) under the Purchase Plan. We refer to this six-month period as the “option period.” Such eligible employee then becomes a “participant” on the first day of the option period and remains a participant until his or her participation is terminated as provided in the Purchase Plan.
By completing a payroll deduction authorization form, each participant designates a whole percentage of compensation to be withheld. The maximum amount that may be withheld per option period is $10,000, and the percentage withheld must not be less than 2% or more than 10% of compensation. During an option period and upon written notice, a participant may decrease (but not increase) the percentage — by whole percentage points — of compensation withheld. We maintain a withholding account reflecting each participant’s payroll deductions during an option period.
At the beginning of each option period, a participant is granted the right to purchase shares of our common stock under the Purchase Plan. We refer to this right as an “option.” On the last day of the option period, the option is deemed to be exercised for the number of whole shares equal to the quotient obtained by dividing the balance in the participant’s withholding account by the purchase price of our common stock. The Purchase Plan provides for a purchase price of our common stock equal to the lesser of (a) 85% of the fair market value of our common stock on the date of purchase (which is the last business day of the applicable option period) or (b) 85% of the fair market value on the first day of the applicable option period. The Purchase Plan defines fair market value as the closing price of our common stock on the relevant day. As soon as practicable after the end of an option period, we issue the shares purchased under the stock purchase plan.
21
Cancellation, Withdrawal, and Termination
A participant who holds an option may cancel it at any time by written notice. A participant may also terminate a payroll deduction at any time by written notice. Upon any such cancellation or termination, the participant’s withholding account balance will be returned to the participant, without interest. Once a participant cancels or terminates participation, he or she must wait until a subsequent option period to rejoin the Purchase Plan.
An eligible employee will cease to be a participant upon termination of employment for any reason, and any option held by such participant under the Purchase Plan will be deemed cancelled. We will return the balance of the withholding account to the participant, who will have no further rights under the Purchase Plan. The amendments to the Purchase Plan clarify that military leave, sick leave, or other bona fide leave of absence for up to 90 days (or longer if such right to employment is guaranteed by statute or contract) will not be deemed to be a termination of employment for the purpose of the Purchase Plan.
The amendments eliminate the automatic termination date for the Purchase Plan, but instead clarify that the Board of Directors may terminate or suspend the Purchase Plan at any time.
New Plan Benefits Under the Purchase Plan
Because benefits under the Purchase Plan will depend on employees’ elections to participate and the fair market value of our common stock at various future dates, it is not possible to determine the benefits that will be received by executive officers and other employees if the Purchase Plan is approved by the stockholders. Non-employee directors are not eligible to participate in the Purchase Plan. During the fiscal year ended December 31, 2008, the following persons or groups purchased shares of common stock under the 1996 Employee Stock Purchase Plan (as amended) as follows:
| | | | | | | | |
| | | | | Weighted Average
| |
Name and Position | | Number of Shares | | | Purchase Price ($) | |
|
George F. Colony | | | | | | | | |
Chief Executive Officer | | | 0 | | | | | |
Michael A. Doyle | | | | | | | | |
Chief Financial Officer | | | 0 | | | | | |
Charles Rutstein | | | | | | | | |
Chief Operating Officer | | | 0 | | | | | |
Julie Meringer | | | | | | | | |
Managing Director, Information Technology Client Group | | | 0 | | | | | |
Dennis Van Lingen | | | | | | | | |
Managing Director, Marketing & Strategy Client Group, Chief EMEA Officer | | | 0 | | | | | |
All current executive officers as a group (10 persons) | | | 1,482 | | | $ | 23.68 | |
All current non-employee directors as a group | | | 0 | | | | | |
All employees, including all current officers who are not executive officers, as a group | | | 66,472 | | | $ | 23.68 | |
Federal Income Tax Aspects of the Purchase Plan
The Purchase Plan is intended to qualify as an “employee stock purchase plan” or ESPP under Section 423 of the Internal Revenue Code. The following summary of certain federal income tax consequences assumes that the Purchase Plan so qualifies. The summary does not purport to be complete and, among other things, does not discuss the income tax laws of any municipality, state, or foreign country.
No taxable income results when a Purchase Plan participant is granted or exercises an option. If the participant disposes of the shares acquired upon exercise more than two years after the date of grant of the option and more than one year after exercise, or dies at any time while holding the shares, the disposition will result in ordinary income equal to the lesser of (i) 15% of the fair market value of the stock at the time the option was granted, or (ii) the excess, if any, of the fair market value of the stock at the time of disposition or death over the exercise price. We will
22
not be entitled to a deduction for this ordinary income amount. A participant who disposes of the shares during the one-year or two-year holding periods described above will have ordinary income in the year of the disposition equal to the excess of the fair market value of the stock at the time the option was exercised over the exercise price, and a corresponding deduction will be available to us. Any additional gain, or any loss, recognized by the participant in connection with the disposition will be taxable as a capital gain or loss, long-term or short-term depending on the participant’s holding period in the shares.
Market Value of Our Common Stock
The closing price of our common stock, as reported on the Nasdaq National Market on March 24, 2009, was $20.51 per share.
Recommendation and Vote
Our Board of Directors believes that the increase in the number of shares available under the Purchase Plan, and the other clarifications in the Purchase Plan, will promote the interests of the stockholders and enable us to attract, retain and compensate employees.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTEFOR APPROVAL OF THE AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL THREE:
RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 20092010
BDO Seidman, LLP audited our financial statements for the fiscal year ending December 31, 2008.2009. Our Audit Committee has selected BDO Seidman, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009.2010. Although stockholder approval of the selection of BDO Seidman, LLP is not required by law, our Board of Directors believes that it is advisable to give stockholders an opportunity to ratify this selection.
If stockholders do not approve this proposal at the 20092010 annual meeting, our Audit Committee will reconsider its selection of BDO Seidman, LLP. If stockholders do ratify this appointment, the Audit Committee, which has direct authority to engage our independent registered public accounting firm, may appoint a different independent
23
registered public accounting firm at any time during the year if it determines that the change would be in the best interests of Forrester and our stockholders.
The Audit Committee has approved all services provided to Forrester by BDO Seidman, LLP during 2008.2009. Representatives of BDO Seidman, LLP are expected to be present at the 20092010 annual meeting. They will have the opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions from stockholders.
Independent Auditors’ Fees and Other Matters
The following table presents the aggregate fees billed in each of the last two fiscal years for services rendered by BDO Seidman, LLP and its affiliates.
| | | | | | | | | | | | | | | | |
| | Fiscal 2008 | | Fiscal 2007 | | | Fiscal 2009 | | Fiscal 2008 | |
|
Audit Fees(1) | | $ | 613,123 | | | $ | 1,556,342 | | | $ | 603,760 | | | $ | 642,515 | |
Audit-Related Fees(2) | | | 12,600 | | | | 61,430 | | | $ | 25,155 | | | $ | 28,255 | |
Tax Fees(3) | | | 5,385 | | | | 7,411 | | | $ | 37,512 | | | $ | 5,385 | |
All Other Fees(4) | | | 278,655 | | | | 121,388 | | | $ | — | | | $ | 325,900 | |
| | | | | | | | | | |
Total Fees | | $ | 909,763 | | | $ | 1,746,571 | | | $ | 666,427 | | | $ | 1,002,055 | |
23
| | |
(1) | | Audit fees are fees related to professional services rendered by BDO Seidman, LLP in connection with the audit of our financial statements and our internal controls over financial reporting, the reviews of our interim financial statements included in each of our quarterly reports onForm 10-Q, international statutory audits, and review of other SEC filings. Audit fees for fiscal 2007 include approximately $836,000 for services rendered in connection with the restatement of previously filed financial statements to correct past accounting for stock options. |
|
(2) | | Audit-related fees are for assurance and related services by BDO Seidman, LLP that are reasonably related to the performance of the audit or review of our financial statements, primarily for accounting consultations and audits of our defined contribution plans. |
|
(3) | | Tax fees are fees billed for professional services related to tax compliance and tax consulting services. |
|
(4) | | All other fees include legal fees incurred by BDO Seidman, LLP in connection with our independent investigation into stock option granting practices and the SEC inquiry into such practices, which were reimbursed by us. |
Audit Committee’s Pre-Approval Policy and Procedures
The Audit Committee orapproves the Chairmanengagement of the Audit Committee pursuant to delegated authority, is required to engage our independent registered public accounting firm to render any audit or non-audit services. At eacha regularly scheduled Audit Committee meeting, management or a representative of the Company’s independent registered public accounting firm summarizes the services to be provided by the firm includingand the fees that will be charged for the services. Thereafter, if new services or dollar amounts in excess of those pre-approved at the meeting are proposed, they are either presented for pre-approval at the next meeting of the Audit Committee or approved by the Chairman of the Audit Committee pursuant to delegated authority. At subsequent meetings, the Audit Committee is provided a listing of any newly pre-approved services since the last regularly scheduled meeting, and an updated projection for the current year of the estimated annual fees to be paid to the firm for all pre-approved audit and permissible non-audit services.
OURTHE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU
THE STOCKHOLDERS VOTEFOR RATIFYING RATIFICATION OF THE APPOINTMENT OF
BDO SEIDMAN, LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.2010.
24
STOCKHOLDER PROPOSALS
Stockholder proposals to be considered at the Annual Meeting of Stockholders in 20102011 must be received by December 3, 2009November 29, 2010 to be considered for inclusion in our proxy materials for that meeting.
Stockholders who wish to make a proposal at the 20102011 annual meeting, other than proposals included in our proxy materials, or who wish to nominate individuals for election as directors, must notify us between February 9, 201010, 2011 and March 13, 2010.12, 2011. If the stockholder does not notify us by March 13, 2010,12, 2011, the proxies will have discretionary authority to vote on a stockholder’s proposal brought before the meeting.
OTHER BUSINESS
The Board of Directors has no knowledge of any other matter that may come before the annual meeting and does not, itself, currently intend to present any other such matter. However, if any such other matters properly come before the meeting or any adjournment of the meeting, the persons named as proxies will have discretionary authority to vote the shares represented by the accompanying proxy in accordance with their own judgment.
FORM 10-K
A copy of our annual report onForm 10-K for the fiscal year ended December 31, 2009 filed with the Securities and Exchange Commission has been mailed with this proxy statement and is availablewill be sent to stockholders without charge by writing to Forrester Research, Inc., Investor Relations, 400 Technology Square, Cambridge, Massachusetts 02139.
2425
EXHIBIT A
FORRESTER RESEARCH, INC. AMENDED AND
RESTATED EMPLOYEE STOCK PURCHASE PLAN
SECTION 1. PURPOSE OF PLAN
The purpose of this Forrester Research, Inc. Amended and Restated Employee Stock Purchase Plan (the “Plan”) is to provide employees of Forrester Research, Inc. (“Forrester”) and its participating subsidiaries (as defined in Section 18) (such subsidiaries, together with Forrester, are hereinafter referred to as the “Company”) who wish to become shareholders of Forrester an opportunity to purchase shares of the Common Stock of Forrester (the “Stock”). The Plan is an amendment and restatement of the Forrester Research, Inc. 1996 Employee Stock Purchase Plan, as subsequently amended effective January 29, 2002, and, subject to shareholder approval as described in Section 21, shall be effective on March 27, 2009, the date it was adopted by the Board of Directors of Forrester.
The Plan is intended to constitute an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”).
SECTION 2. STOCK SUBJECT TO THE PLAN
The maximum aggregate number of shares of Stock available under the Plan (subject to adjustment as provided in Section 9) for sale pursuant to the exercise of options (“Options”) granted under the Plan to employees of the Company (“Employees”) who meet the eligibility requirements set forth in Section 3 hereof (“Eligible Employees”) shall be (a) 600,000 shares, plus (b) 64,324 shares, which was the aggregate number of shares remaining issuable under the Plan as of March 27, 2009. The Stock to be delivered upon exercise of Options under the Plan may be either shares of authorized but unissued Stock or previously issued shares reacquired by Forrester and held in treasury, as Forrester’s Board of Directors (the “Board of Directors”) may determine.
SECTION 3. ELIGIBLE EMPLOYEES
Except as otherwise provided below, each Employee who both (a) has completed six months or more of continuous service in the employ of the Company, and (b) is employed by the Company on a regular basis (and not a temporary basis) for the Company for at least 20 hours per week shall be eligible to participate in the Plan.
(a) Any Employee who immediately after the grant of an Option to him or her would (in accordance with the provisions of Sections 423 and 424(d) of the Code) own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the employer corporation or of its parent or subsidiary corporations, as the terms “parent corporation” and “subsidiary corporation” are defined in Section 424(e) and (f) of the Code, shall not be eligible to receive an Option to purchase Stock pursuant to the Plan. For purposes of determining stock ownership under this paragraph, the rules of Section 424(d) of the Code shall apply, and Stock which the Employee may purchase under outstanding Options shall be treated as stock owned by the Employee.
(b) No Employee shall be granted an Option that permits the Employee’s rights to purchase shares of Stock under the Plan and under all other Section 423(b) employee stock purchase plans of Forrester and any parent and subsidiary corporations to accrue at a rate that exceeds $25,000 of fair market value of such stock (determined at the time such Option is granted) for each calendar year in which any such Option granted to such Employee is outstanding at any time, as provided in Sections 423(b)(8) of the Code.
(c) For purposes of determining eligibility hereunder, the Board of Directors, acting by and through the Chief Financial Officer or any other authorized officer, may grant past service credit to Employees of the Company in a uniform and non-discriminatory manner for periods of continuous service provided with respect to any company acquired (whether by asset or stock purchase) of the Company.
SECTION 4. METHOD OF PARTICIPATION
The first stock option period (the “Initial Option Period”) for which Options may be granted hereunder shall commence on the date of the prospectus used in connection with Forrester’s initial public offering and end on
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June 30, 1997. The Initial Option Period and each subsequent six-month period following the end of the Initial Option Period shall be referred to as an “Option Period”. Each person who will be an Eligible Employee on the first day of any Option Period may elect to participate in the Plan by executing and delivering, at least 15 days prior to such day, a payroll deduction authorization in accordance with Section 5 and such procedures as may be prescribed by and in a form acceptable to the Board of Directors, acting by and through the Chief Financial Officer or any other authorized officer. Such Eligible Employee will thereby become a participant (“Participant”) on the first day of such Option Period and will remain a Participant until the Employee’s participation is terminated as provided in the Plan. Unless a Participant files a new authorization or withdraws from the Plan, the deductions and purchases under the authorization the Participant has on file under the Plan will continue from one Option Period to succeeding Option Periods as long as the Plan remains in effect.
SECTION 5. PAYROLL DEDUCTION
An Eligible Employee may request payroll deductions in an amount (expressed as a whole percentage) of not less than two percent (2%) but not more than ten percent (10%) of the Participant’s total Compensation by means of substantially equal payroll deductions over the Option Period. All amounts withheld in accordance with a Participant’s payroll deduction authorization will be credited to a withholding account for such Participant. No interest will be payable on such withholding account. In no event shall more than $10,000 be withheld with respect to any Participant for any Option Period. For purposes of the Plan, “Compensation” shall mean all compensation paid to the Participant by the Company and currently includible in his or her income, including base pay or salary and any overtime, bonuses or commissions, and other amounts includible in the definition of compensation provided in the Treasury Regulations promulgated under Section 415 of the Code, plus any amount that would be so included but for the fact that it was contributed to a qualified plan pursuant to an elective deferral under Section 401(k) of the Code, but not including payments under stock option plans and other employee benefit plans or any other amounts excluded from the definition of compensation provided in the Treasury Regulations under Section 415 of the Code.
A Participant may reduce the withholding rate of his or her payroll deduction authorization by one or more whole percentage points (but not to below 2%) at any time during an Option Period by delivering written notice to the Company, such reduction to take effect prospectively as soon as practicable, as determined by the Board of Directors acting by and through the Chief Financial Officer or any other authorized officer, following receipt of such notice by the Company. A Participant may increase or reduce the withholding rate of his or her payroll deduction authorization for a future Option Period by written notice delivered to the Company at least 15 days prior to the first day of the Option Period as to which the change is to be effective.
If a Participant’s accumulated payroll deductions on the last day of the Option Period would otherwise enable the Participant to purchase shares of Stock in excess of the limitation described in Section 3(b), the excess of the amount of the accumulated payroll deductions over the aggregate purchase price of the shares actually purchased shall be promptly refunded to the Participant by the Company, without interest.
SECTION 6. GRANT OF OPTIONS
Each person who is a Participant on the first day of an Option Period will as of such day be granted an Option for such Option Period. Such Option will be for the number of whole shares (not in excess of the share maximum as hereinafter defined) of Stock to be determined by dividing (i) the balance in the Participant’s withholding account on the last day of the Option Period, by (ii) the option price per share of the Stock determined under Section 7. For purposes of the preceding sentence, the share maximum with respect to any Option for any Option Period shall be the largest number of shares which, when multiplied by the fair market value of a share of Stock at the beginning of the Option Period, produces a dollar amount of $12,500 or less. The number of shares of Stock receivable by each Participant upon exercise of his or her Option for an Option Period will be reduced, on a substantially proportionate basis, in the event that the number of shares then available under the Plan is otherwise insufficient.
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SECTION 7. OPTION PRICE
The per share exercise price (the “Option Price”) for each such Option shall be the lesser of (i) 85% of the fair market value of the Stock on the date on which the Option was granted pursuant to Section 4 and (ii) 85% of the fair market value of the Stock on the date on which the Option is deemed exercised pursuant to Section 8. Fair market value on any given day shall mean the Closing Price of the Stock on such day or, if there was no Closing Price on such day, the latest day prior thereto on which there was a Closing Price. The “Closing Price” of the Stock on any business day shall be the last sale price as reported on the principal market on which the Stock is traded or, if no last sale is reported, then the fair market value as determined by the Board of Directors. A good faith determination by the Board of Directors as to fair market value shall be final and binding.
SECTION 8. EXERCISE OF OPTIONS; ISSUANCE OF STOCK
Subject to the limitations in Section 17, each Eligible Employee who is a Participant in the Plan on the last day of an Option Period shall be deemed to have exercised his or her Option on such date and thereby to have purchased from Forrester such number of full shares of Stock reserved for the purpose of the Plan, as the Participant’s accumulated payroll deductions will purchase at the Option Price, subject to the limitation described in Sections 3(b) and 6. Upon such exercise, the balance of the Participant’s withholding account shall be applied to the purchase of the number of whole shares of Stock determined under Section 6 and as soon as practicable thereafter a book entry shall be made in the stock ledger of the Company to evidence the issuance of shares to the Participant. Shares of Stock purchased upon exercise of an Option shall be issued only in the name of the Participant.
In the event that the balance of the Participant’s withholding account following an Option Period is in excess of the total purchase price of the shares so issued, the balance of the withholding account shall be returned to the Participant; provided, however, that if the balance left in the withholding account consists solely of an amount equal to the value of a fractional share, it shall be retained in the withholding account and carried over to the next succeeding Option Period, but no other amounts may be carried forward. The entire balance of the Participant’s withholding account following the final Option Period shall be returned to the Participant. No fractional shares will be issued hereunder.
Notwithstanding anything herein to the contrary, Forrester’s obligation to issue and deliver shares of Stock under the Plan is subject to the approval required of any governmental authority in connection with the authorization, issuance, sale or transfer of said shares, to any requirements of any national securities exchange applicable thereto, and to compliance by the Company with other applicable legal requirements in effect from time to time, including without limitation any applicable tax withholding requirements.
SECTION 9. CHANGE IN CAPITALIZATION, MERGER
In the event of any change in the outstanding Stock of Forrester by reason of a stock dividend,split-up, recapitalization, merger, consolidation, reorganization, or other capital change after the effective date of this Plan, the aggregate number of shares available under the Plan, the number of shares under Options granted but not exercised, and the Option Price shall be appropriately adjusted; provided, however, that no such adjustment shall be made unless Forrester shall be satisfied that it will not constitute a modification of the Options granted under the Plan or otherwise disqualify the Plan as an employee stock purchase plan under the provisions of Section 423 of the Code.
In the event of a sale of all or substantially all of the Stock or a sale of all or substantially all of the assets of Forrester, or a merger or similar transaction in which Forrester is not the surviving corporation or which results in the acquisition of Forrester by another person, the Board in its sole discretion will (a) if Forrester is merged with or acquired by another corporation, provide that each Option will be assumed or a substitute Option granted by the acquiror or successor corporation or a parent or subsidiary of the acquiror or successor corporation, (b) cancel each Option and return the balances in Participants’ withholding accounts to the Participants, (c) pursuant to Section 16, accelerate the exercise date of each Option to a date on or before the date of the proposed sale or merger, or (d) permit each Option to continue unchanged.
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SECTION 10. EQUAL RIGHTS AND PRIVILEGES; NO TRANSFER OR ASSIGNMENT OF PARTICIPANT’S RIGHTS
All Participants granted Options under the Plan shall have the same rights and privileges, and each Participant’s rights and privileges under the Plan shall be exercisable during the Participant’s lifetime only by the Participant, and shall not be sold, pledged, assigned, or transferred in any manner. In the event any Participant violates the terms of this Section, any Option held by such Participant may be terminated by the Company and upon return to the Participant of the balance of his or her withholding account, all his or her rights under the Plan shall terminate.
SECTION 11. CANCELLATION AND WITHDRAWAL
A Participant who holds an Option under the Plan may at any time prior to exercise thereof under Section 8 cancel such Option as to all (but not less than all) the shares of Stock subject or to be subject to such Option by written notice delivered to the Company, in which case the Company will promptly refund the entire balance of the Participant’s withholding account not previously used to purchase Stock under the Plan, without interest.
A Participant may terminate a payroll deduction authorization as of any date by written notice delivered to the Company and will thereby cease to be a Participant as of such date. Any Participant who voluntarily terminates a payroll deduction authorization prior to the last day of an Option Period will be deemed to have cancelled the related Option.
Any Participant who cancels an Option or terminates a payroll deduction authorization may at any time thereafter again become a Participant in accordance with Section 4.
SECTION 12. TERMINATION OF EMPLOYMENT
Subject to Section 13, whenever a Participant ceases to be an Eligible Employee because of retirement, voluntary or involuntary termination, resignation, layoff, discharge, death or for any other reason, his or her Option rights under the Plan shall immediately terminate and the Company shall promptly refund, without interest, the entire balance of his or her withholding account under the Plan. Such Participant shall have no further rights under the Plan.
Notwithstanding the foregoing, eligible employment shall be treated as continuing intact while a Participant is on a military leave, sick leave or other bona fide leave of absence that lasts for up to 90 days, or for so long as the Participant’s right to re-employment is guaranteed either by statute or by contract, if longer than 90 days.
If a Participant’s payroll deductions are interrupted by any legal process, a withdrawal notice will be considered as having been received from the Participant on the day the interruption occurs.
SECTION 13. DEATH OF PARTICIPANT
A Participant may file a written designation of beneficiary specifying who is to receive any Stockand/or cash credited to the Participant under the Plan in the event of the Participant’s death, which designation will also provide for the Participant’s election to either (i) cancel the Participant’s Option upon his or her death, as provided in Section 11 or (ii) apply as of the last day of the Option Period the balance of the deceased Participant’s withholding account at the time of death to the exercise of the related Option, pursuant to Section 8. In the absence of a valid election otherwise, a Participant’s death will be deemed to effect a cancellation of the Option. A designation of beneficiary and election may be changed by the Participant at any time, by written notice to the Company. In the event of the death of a Participant and receipt by the Company of proof of the identity and existence at the Participant’s death of a beneficiary validly designated by him or her under the Plan, the Company shall deliver to such beneficiary such Stockand/or cash to which the beneficiary is entitled under the Plan. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall deliver such Stockand/or cash to the executor or administrator of the estate of the Participant, if the Company is able to identify such executor or administrator. If the Company is unable to identify such administrator or executor, the Company, in its discretion, may deliver such Stockand/or cash to the spouse or to any one or more dependents of such Participant as the Company may determine. No beneficiary shall,
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prior to the death of the Participant by whom he has been designated, acquire any interest in any Stock or cash credited to the Participant under the Plan.
SECTION 14. NO SPECIAL EMPLOYMENT RIGHTS
The Plan does not, directly or indirectly, create in any Employee any right with respect to continuation of employment by the Company, and it shall not be construed to interfere in any way with the Company’s right to terminate, or otherwise modify, an Employee’s employment at any time.
SECTION 15. ADMINISTRATION OF PLAN
The Plan shall be administered by the Board of Directors, which shall have the right to determine any questions which may arise regarding the interpretation and application of the provisions of the Plan and to make, administer, and interpret such rules and regulations as it will deem necessary or advisable. The interpretation and construction by the Board of Directors of any provisions of the Plan or of any Option granted under it shall be final and binding. The Board of Directors may from time to time adopt such rules and regulations for carrying out the Plan as it may deem appropriate.
To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall mean any Committee or the Board, as applicable.
The Board may specify the manner in which employees are to provide notices and payroll deduction authorizations. Notwithstanding any requirement of “written notice” herein, the Board may permit employees to provide notices and payroll deduction authorizations electronically.
No member of the Board of Directors shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted under it.
SECTION 16. AMENDMENT AND TERMINATION OF PLAN
Forrester reserves the right at any time or times to amend the Plan to any extent and in any manner it may deem advisable by vote of the Board of Directors; provided, however, that any amendment that may (i) materially increase the aggregate number of shares which may be issued under the Plan (other than an adjustment provided for in Section 9), or (ii) change the Employees (or class of Employees) eligible to receive Options under the Plan, if such action would be treated as the adoption of a new plan for purposes of Section 423(b) of the Code, shall have no force or effect unless it is approved by the shareholders within twelve months before or after its adoption.
The Plan may be terminated or suspended at any time by the Board of Directors. Upon termination of the Plan, the Board of Directors may either (i) provide that then-outstanding Options be administered in accordance with their terms, or (ii) accelerate the exercise date for then-outstanding Options by specifying that the Option Period in which such action occurs will end on a date earlier than its originally scheduled end date.
SECTION 17. RESTRICTIONS ON THE EXERCISE OF OPTIONS
The Board of Directors, in its sole discretion, may require as a condition to the exercise of Options that the underlying shares be registered under the Securities Act of 1933, as amended, and that all other legal requirements necessary, or in the Board of Directors’ opinion, desirable from the Company’s standpoint, to the exercise of the Options be satisfied or waived.
SECTION 18. PARTICIPATING SUBSIDIARIES
The term “participating subsidiary” shall mean any present or future subsidiary of Forrester, as that term is defined in Section 424(f) of the Code, which is designated from time to time by the Board of Directors to participate in the Plan. The Board of Directors shall have the power to make such designation before or after the Plan is approved by the shareholders.
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SECTION 19. OPTIONEES NOT SHAREHOLDERS
An Employee shall not have any of the rights and privileges of a shareholder of Forrester and shall not receive any dividends in respect to any shares of Stock subject to an Option hereunder, unless and until such Option has been exercised, full payment has been made for such Stock, and the Stock has been issued.
SECTION 20. TAXES
Payroll deductions shall be made on an after-tax basis. The Company shall have the right, as a condition of exercise, to make such provision as it deems necessary to satisfy its obligations to withhold federal, state, local income or other taxes incurred by reason of the purchase or disposition of Stock under the Plan. In the Board of Directors’ discretion and subject to applicable law, such tax obligations may be paid in whole or in part by delivery of Stock to the Company, including Stock purchased under the Plan, valued at fair market value (defined as the closing stock price on the date of delivery). The Company may, to the extent permitted by law, deduct any tax obligations from any payment of any kind due to the Participant or withhold Stock purchased hereunder, which shall be valued at fair market value (defined as the closing stock price on the date of withholding).
SECTION 21. APPROVAL OF SHAREHOLDERS
The Plan is subject to the approval of the shareholders of Forrester, which must be secured within twelve months before or after the date the Plan is adopted by the Board of Directors, and any Option granted hereunder prior to such approval is conditioned on such approval being obtained prior to the exercise thereof.
SECTION 22. INFORMATION REGARDING DISQUALIFYING DISPOSITIONS
By electing to participate in the Plan, each Participant agrees to provide any information about any transfer of Stock acquired under the Plan that occurs within two years after the first business day of the Option Period in which such Stock was acquired as may be requested by the Company or any subsidiary corporation in order to assist it in complying with the tax laws.
SECTION 23. GOVERNING LAW
The Plan shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof, and shall be construed accordingly.
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Electronic Voting Instructions |
| | You can vote by Internet or telephone! Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 12:00 a.m., Eastern Time, on May 11, 2010. |
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| Vote by Internet • Log on to the Internet and go to www.envisionreports.com/forr • Follow the steps outlined on the secured website. |
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| | | | | Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There isNO CHARGE to you for the call. • Follow the instructions provided by the recorded message. |
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. | x | | x |
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Annual Meeting Proxy Card
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▼PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
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A Election of DirectorsProposals — The Board of Directors recommends a voteFOR all the nominees listed andFOR Proposals 2, 3 and 4.Proposal 2. |
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1. Nominees: | For | | Withhold | | | | | | | For | | Withhold | | | | + |
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| 01 - Robert M. Galford* | o | | o | 02 - Gretchen G. Teichgraeber* | | o | | o | |
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* To elect two Class III directors to serve until the 2012 Annual Meeting of Stockholders. |
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| | | For | | Against | | Abstain | | | | | | For | Against | Abstain |
2. | To approve an amendment and restatement of the Forrester Research, Inc. Employee Stock Purchase Plan. | | o | | o | | o | | 3. | To ratify the selection of BDO seidman, LLP as the Company’s independent registered public accounting firm. | o | o | o |
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4. | To transact such other business as may properly come before the meeting and any adjournments thereof. | | o | | o | | o | | | | | | | | |
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1. Election of Directors: | For | | Withhold | | | | | | | For | | Withhold | | | | + |
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| 01 - Henk W. Broeders | o | | o | 02 - George R. Horning | | o | | o | |
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* To elect two Class II directors to serve until the 2013 Annual Meeting of Stockholders. |
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| | | For | | Against | | Abstain | | | | | | | | |
2. | To ratify the selection of BDO Seidman, LLP as the Company’s independent registered public accounting firm. | | o | | o | | o | | | | | | |
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B Non-Voting Items | | |
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Change of Address — Please print new address below. | Meeting Attendance | |
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| Mark box to the right if you plan to attend the Annual Meeting. | o |
C | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
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Date (mm/dd/yyyy) — Please print date below. | | Signature 1 — Please keep signature within the box. | | Signature 2 — Please keep signature within the box. |
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+<STOCK#> 01189C015HVB
▼PLEASEIF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼
Proxy - Forrester Research, Inc.
Proxy Solicited on Behalf of the Board of Directors of the Company for an Annual Meeting, May 12, 200911, 2010
The undersigned appoints George F. Colony and Gail S. Mann, Esq., and each of them, as proxies, each with the power of substitution, and authorizes them to represent and vote all shares of common stock of Forrester Research, Inc. held by the undersigned at the Annual Meeting of Stockholders to be held at the offices of Forrester Research, Inc., 400 Technology Square, Cambridge, MA 02139 at 10:00 a.m. on Tuesday, May 12, 2009,11, 2010, or any adjournments thereof, for the following purposes set forth on the reverse side.
This proxy when properly executed will be voted in the manner directed by the undersigned stockholder(s). If no contrary direction is made, the proxy will be voted FOR proposals 1 2, 3 and 4.2.
(Continued and to be voted on reverse side.)