Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On
Under the Fiscal 2021 Cash Incentive Plan, incentive plan target percentages
were established by the Company and approved by the Compensation Committee for
each eligible senior executive. For the Company's principal financial officer
and its participating named executive officers, those target percentages are as
follows:
The Compensation Committee approved Company funding metrics for the Fiscal 2021 Cash Incentive Plan and assigned a percentage weighting to the achievement of each as follows: (i) total revenue (20%), (ii) adjusted operating income (loss) (20%), and (iii) a network size scorecard metric (60%) that takes into account the Company's qualitative and quantitative performance in growing and expanding its consumer and merchant network, in part as evidenced by its overall growth in active users, gross merchandise value, and total revenue less transaction costs, during the Performance Period. The Compensation Committee established threshold, target and stretch multipliers for each of these funding metrics, which, if achieved based on actual performance (against previously established targets, for total revenue and adjusted operating income (loss), and qualitatively for the network size scorecard metric), will provide a bonus multiplier that can range from 90%, if the minimum, or threshold, level of performance is achieved, to 116.7%, if the Company meets or exceeds the maximum, or stretch, performance. Each of the three Company funding metrics must be achieved at or above the 90% level for any funding of the Fiscal 2021 Cash Incentive Plan to occur and any incentive plan awards to be made.
The Fiscal 2021 Cash Incentive Plan also includes an accelerator applicable to
Incentive plan awards earned under the Fiscal 2021 Cash Incentive Plan will be paid in cash within two and one half months following the end of the Performance Period and after the Compensation Committee has determined and certified the level of performance achieved and the incentive plan awards earned. No payout under the Fiscal 2021 Cash Incentive Plan shall be intended to be deferred compensation under section 409A of the Internal Revenue Code of 1986, as amended, and shall be interpreted accordingly.
The foregoing summary of the terms of the Fiscal 2021 Cash Incentive Plan does
not purport to be complete and is qualified in its entirety by the terms of the
Fiscal 2021 Cash Incentive Plan, which the Company intends to file as an exhibit
to its Quarterly Report on Form 10-Q for the fiscal quarter ending
2
--------------------------------------------------------------------------------
© Edgar Online, source