SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
April 25, 2005
EASYLINK SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-26371 13-3787073
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
33 Knightsbridge Road
Piscataway, NJ 08854
(Address of principal executive offices)
Registrant's telephone number, including area code: (732) 652-3500
N/A
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Former Name or Former Address, if Changed Since Last Report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] 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))
ITEM 1.01 (Entry into a Material Definitive Agreement)
Executive Incentive Plan
On April 25, 2005, the Compensation Committee of the Board of Directors adopted
a 2005 Executive Incentive Plan for the Company. The Company's 2005 executive
incentive compensation is based on achieving budgeted revenue and EBITDA
objectives. Officers and key management employees are eligible to participate
upon the recommendation of the Chief Executive Officer and the approval of the
Compensation Committee of the Board of Directors. Under the plan, a target award
based on percentage of base salary has been established for each participant,
which varies from 10% to 75% of base salary for the participant. The participant
may receive a bonus from 0% to 200% of the target award based upon the actual
level of under-achievement and/or over-achievement of the revenue and EBITDA
performance objectives. If, in the opinion of the Compensation Committee,
unanticipated economic and market conditions render pre-established financial
objectives unattainable, the Committee may nevertheless award bonus payments not
to exceed 50% of the target award.
In general, 100% of performance under the plan will be based on the revenue and
EBITDA goals of the Company. At the discretion of the Compensation Committee, up
to 25% of any individual's award may be based on subjective factors such as
individual performance or achievement of other goals not stated in the Plan. In
addition, the Compensation Committee may, at its discretion, increase any
individual's award by up to 25% of the award based on such factors. Accordingly,
each Participant is eligible to receive no less than 75% of the award earned on
the basis of the revenue and EBITDA goals of the Company (in the event that the
minimum level of the individual's performance or other goals is not achieved),
and is eligible for up to 125% (in the event that the maximum level of the
individual's performance or other goals is achieved).
If there occurs a significant beneficial or adverse change in economic
conditions, the indications of growth or recession in the Company's business
segments, the nature of the operations of the Company, or applicable laws,
regulations or accounting practices, or other unanticipated matters which, in
the Company's judgment, have a substantial positive or negative effect on the
performance of the Company, the Compensation Committee may modify or revise the
performance objectives. These significant changes might, for example, result
from acquisitions or dispositions of assets.
Employees terminating prior to the payout date are not eligible for payment of
an award unless termination is due to retirement or economic reduction in force.
Bonuses may be paid at the discretion of the Compensation Committee in cash or
stock options or a combination of cash, stock options or other forms of
stock-based compensation.
The form of the 2005 Executive Incentive Plan is included in this filing as
Exhibit 10.1 and is incorporated by reference herein. The foregoing summary of
the terms of the 2005 Executive Incentive Plan is not complete and is qualified
in its entirety by reference to Exhibit 10.1 to this filing.
ITEM 5.02 (Appointment of Principal Officer)
On April 25, 2005, the Board of Directors appointed Mr. Murawski, President and
Chief Executive Officer of the Company, to the additional office and title of
Chairman.
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ITEM 9.01 (C) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
Exhibit 10.1 2005 Executive Incentive Plan
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 28, 2005
EASYLINK SERVICES CORPORATION
By:
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Thomas Murawski, Chairman, President
and Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
Exhibit 10.1 2005 Executive Incentive Plan
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