Delaware | 13-3904355 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On February 12, 2008, the Compensation Committee of the Company's Board of Directors approved a 10% merit-based salary increase for Mr. Jonathan Ewert, its Ad Network General Manager to be effective February 15, 2008. With the increase, Mr. Ewert's annual base salary is $198,000. Mr. Ewert's annual bonus under the 2008 Executive Team Incentive Plan remains unchanged at 70% of his salary for performance at 100% of Plan target.
On February 12, 2008, the Compensation Committee of the Company's Board of Directors approved i) a merit-based salary increase of 5% and ii) a change in Mr. Kaufman's annual bonus under the 2008 Executive Team Incentive Plan from 60% to 70% of his salary for performance at 100% of Plan target, with the salary increases effective February 15, 2008. With the increase, Mr. Kaufman's annual base salary is $183,750.
On February 12, 2008, the Compensation Committee of the Company's Board of Directors approved a 4% merit-based salary increase for Ms. Stacey Giamalis, its Senior Vice President Legal and Human Resources, General Counsel and Secretary to be effective February 15, 2008. With the increase, Ms. Giamalis's annual base salary is $224,640. Ms. Giamalis's annual bonus under the 2008 Executive Team Incentive Plan remains unchanged at 40% of her salary for performance at 100% of Plan target.
On February 12, 2008, the Compensation Committee of the Company's Board of Directors approved a 4% merit-based salary increase for Mr. Michael Schoen, its Vice President Product to be effective February 15, 2008. With the increase, Mr. Schoen's annual base sala ry is $212,888. Mr. Schoen's annual bonus under the 2008 Executive Team Incentive Plan remains unchanged at 25% of his salary for performance at 100% of Plan target.
On February 12, 2008, the Compensation Committee of the Company's Board of Directors approved a 3% merit-based salary increase for Mr. Bert Knorr, its Vice President Technology to be effective February 15, 2008. With the increase, Mr. Knorr's annual base salary is $211,150. Mr. Knorr's annual bonus under the 2008 Executive Team Incentive Plan remains unchanged at 25% of his salary for performance at 100% of Plan target.
On February 12, 2008, the Compensation Committee of the Company's Board of Directors approved a 2% merit-based salary increase for Mr. Brian Gibson, its Principal Accounting Officer and acting Chief Financial Officer to be effective February 15, 2008. With the increase, Mr. Gibson's annual base salary is $204,000. Mr. Gibson's annual bonus under the 2008 Executive Team Incentive Plan remains unchanged at 25% of his salary for performance at 100% of Plan target. In addition, the Compensation Committee approved a monthly stipend of $3,833 to be paid to Mr. Gibson during such time as Mr. Gibson is acting Chief Financial Officer, to be prorated for partial months. Pursuant to its existing change of control/severance policy for executive officers, if the Company experiences a Change of Control and within 12 months thereafter Mr. Gibson's employment is terminated without Cause or he resigns for Good Reason, or if Mr. Gibson's employment by the Company is terminated without Cause or he resigns for Good Reason, then Mr. Gibson would be eligible to receive a cash payment representing 9 months' worth of his cash compensation and the Company's payment on his behalf of health insurance premiums under COBRA for 9 months after such a termination or resignation.
Other than as set forth above or previously publicly disclosed, the Company has not modified its employment or severance arrangements with any of the above executives. In add ition, these executives continue to serve on an "at-will" basis.
| LookSmart, Ltd. | ||||||||
| Date: February 19, 2008 | By: | /s/ Edward (Ted) West | ||||||
| Edward (Ted) West | ||||||||
| Chief Executive Officer | ||||||||
Exhibit No. | Description | |
| EX-99.1 | 2008 Executive Team Incentive Plan |