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OOO > SEC Filings for OOO > Form 8-K on 23-Dec-2008All Recent SEC Filings

Show all filings for STREAM GLOBAL SERVICES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for STREAM GLOBAL SERVICES, INC.


23-Dec-2008

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 17, 2008, Stream Global Services, Inc. (the "Company") adopted the 2009 management incentive plan (the "MIP") for certain specified employees. Participants in the MIP are limited to (i) managers ("Group I") and (ii) directors (not members of the Company's board of directors) and above, up to and including executive staff and the chief executive officer ("Group II").

Participants are entitled to earn an annual cash bonus under the MIP that is established for 2009. There are no payments under the MIP to any participant in Group I or Group II if the Company does not achieve a minimum of $40 million in adjusted earnings before interest taxes depreciation and amortization ("Adjusted EBITDA") for fiscal year 2009.

The amounts payable to members of Group I are based on a fixed dollar amount for each participant which range between $500 and $18,000 ("Group I Target Bonus"), with both annual and quarterly components. The annual component is equal to 40% of the Group I Target Bonus ("Annual Bonus") and will vary depending on the Company's Adjusted EBITDA for fiscal year 2009, as follows:

• If the Company achieves Adjusted EBITDA of $40 million but less than $50 million, a participant will be eligible to receive a bonus ranging between 0% and 99.99% of his or her Annual Bonus.

• If the Company achieves Adjusted EBITDA of $50 million but less than $55 million, a participant will be eligible to receive 100% of his or her Annual Bonus.

• If the Company achieves Adjusted EBITDA of $55 million but less than $100 million, a participant will be eligible to receive a bonus ranging between 100% and 200% of his or her Annual Bonus.

Each Group I participant's Annual Bonus will be pro rated based on the actual Adjusted EBITDA achieved.

The amounts payable to members of Group II are based on a percentage of a participant's salary ranging between 15% and 100% of annual base salary ("Target Bonus") and vary depending on the Company's Adjusted EBITDA for fiscal year 2009 as follows:

• If the Company achieves Adjusted EBITDA of $40 million but less than $50 million, a participant will be eligible to receive a bonus ranging between 0% and 99.99% of his or her Target Bonus.

• If the Company achieves Adjusted EBITDA of $50 million but less than $55 million, a participant will be eligible to receive 100% of his or her Target Bonus.

• If the Company achieves Adjusted EBITDA of $55 million but less than $100 million, a participant will be eligible to receive a bonus ranging between 100% and 200% of his or her Target Bonus (the "Maximum Bonus").


Each Group II participant's bonus will be pro rated based on the actual Adjusted EBITDA achieved.

If the target levels of performance are achieved in fiscal year 2009, the following senior management executives will be eligible to receive a bonus as follows:

                                     Minimum     Target       Maximum
                Name                 Bonus(1)   Bonus(2)     Bonus(3)
                R. Scott Murray             0   $ 595,000   $ 1,190,000
                Stephen C. Farrell          0   $ 210,000   $   420,000
                Sheila Flaherty             0   $ 180,000   $   360,000
                Robert Dechant              0   $ 180,000   $   360,000

(1) The amounts reflected in this column assume that the Company achieved $40 million or less in Adjusted EBITDA for fiscal year 2009.

(2) The amounts reflected in this column assume that the Company achieved $50 million in Adjusted EBITDA for fiscal year 2009.

(3) The amounts reflected in this column assume that the Company achieved $100 million in Adjusted EBITDA for fiscal year 2009.


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