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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to

Commission File Number:  1-13703

SIX FLAGS, INC.

(Exact name of registrant as specified in its charter)

1540 Broadway, 15th Fl., New York, NY 10036
(Address of principal executive offices)

Registrant’s telephone number, including area code:  (212) 652-9403

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1993.  Yes  o    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.  Yes  o    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  o    No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  o    No  x

The aggregate market value based on the average bid and asked price on the over-the-counter market of the registrant’s common stock, held by non-affiliates of the registrant was $13,250,087 as of June 30, 2009.  For purposes of this information, the outstanding shares of common stock owned by directors and executive officers of the registrant were deemed to be shares of common stock held by affiliates.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  o Yes o No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest most practicable date:  The number of shares of common stock, par value $0.025 per share, of the registrant outstanding as of April 15, 2010 was 98,323,760 shares.  The common stock and the Preferred Income Equity Redeemable Shares are traded on the Over-the-Counter Bulletin Board under the trading symbol “SIXFQ” and “SIX FPFQ,” respectively.

DOCUMENTS INCORPORATED BY REFERENCE

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the year ended December 31, 2009 (“Original 10-K”) of Six Flags, Inc. (the “Company”) is being filed with the Securities and Exchange Commission to provide the information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K (“Part III Information”).  No changes have been made to the Original 10-K other than the addition of the Part III Information and updates to the Exhibit Index.  Except for the foregoing, this Amendment No. 1 on Form 10-K/A speaks as of the filing date of the Original 10-K and does not update or discuss any other Company developments after the date of the Original 10-K.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements we make regarding (i) the adequacy of cash flows from operations and available cash and (ii) our reorganization proceedings under title 11 of the United States Code (the “Bankruptcy Code”), 11 U.S.C. §§ 101, et seq., as amended (“Chapter 11”), in the United States Bankruptcy Court for the District of Delaware.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. These risks and uncertainties include, but are not limited to, statements we make regarding: (i) our ability to develop, prosecute, confirm and consummate one or more Chapter 11 plans of reorganization, (ii) the potential adverse impact of the Chapter 11 filing on our operations, management and employees, (iii) customer response to the Chapter 11 filing, (iv) the adequacy of cash flows from operations, available cash and available amounts under our credit facilities to meet future liquidity needs, or (v) our continued viability, our operations and results of operations.  Additional important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and include the following:

·             factors impacting attendance, such as local conditions, events, disturbances, contagious diseases and terrorist activities;

·             accidents occurring at our parks;

·             adverse weather conditions;

·             competition with other theme parks and other entertainment alternatives;

·             changes in consumer spending patterns;

·             pending, threatened or future legal proceedings; and

·             the other factors that are described in “Risk Factors” in the Original 10-K.

Any forward-looking statement made by us in this document speaks only as of the date of this document. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

*              *              *              *              *

·              As used in this Amendment No. 1 on Form 10-K/A, unless the context requires otherwise, the terms “we,” “our,” “Company” or “Six Flags” refer collectively to Six Flags, Inc. and its consolidated subsidiaries, and “Holdings” refers only to Six Flags, Inc., without regard to its subsidiaries.

·              Looney Tunes characters, names and all related indicia are trademarks of Warner Bros., a division of Time Warner Entertainment Company, L.P.  Batman and Superman and all related characters, names and indicia are copyrights and trademarks of DC Comics. Cartoon Network is a trademark of Cartoon Network. Six Flags and all related indicia are registered trademarks of Six Flags Theme Parks Inc. Fiesta Texas and all related indicia are trademarks of Fiesta Texas, Inc.

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PART III

ITEM 10.                       DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Members of the Board of Directors

As previously disclosed, on April 1, 2010, Holdings, Six Flags Operations Inc. (“SFO”) and Six Flags Theme Parks Inc. (“SFTP”) and certain of SFTP’s domestic subsidiaries (collectively with Holdings, SFO and SFTP, the “Debtors”) filed in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) a modified fourth amended joint plan of reorganization under Chapter 11 of the Bankruptcy Code (as modified, the “Plan”).  The Bankruptcy Court has scheduled a confirmation hearing for the Plan on April 28, 2010.  The information set forth below regarding the Board of Directors of Holdings (the “Board”) relates solely to the Board on the date of filing of this Amendment No. 1 and Holdings expects the composition of the Board to change as of the effective date of the Plan (the “Effective Date”).

Each of the following individuals presently serves as a director of the Company.  Set forth below is certain biographical information about each director as well as information concerning the qualifications and experiences that led the Board to conclude that the individuals should serve as directors, in addition to the general qualifications discussed in this Amendment No. 1 on
Form 10-K/A.

Charles Elliott Andrews, Director.  Since June 29, 2009, Mr. Andrews has been the President and Chief Operating Officer of RSM McGladrey Inc., an accounting, tax and business consulting firm.  Prior to that, Mr. Andrews served in various capacities at SLM Corporation, more commonly known as Sallie Mae, from February 2003 through September 2008.  Mr. Andrews’ several roles at Sallie Mae included Executive Vice President and Chief Financial Officer, with responsibilities for Finance, Accounting and Risk Management, and President and Chief Executive Officer.  Prior to joining Sallie Mae, Mr. Andrews was a partner at Arthur Andersen from September 1984 to February 2003.  Mr. Andrews serves on the boards of Junior Achievement and NVR, Inc., where he is also a member of the Audit Committee. He is also a member of the Advisory Boards of the R.B. Pamplin College of Business and Accounting Department at Virginia Tech.  Within the last five years, Mr. Andrews was also a member of the Board of Directors of U-Store-It Trust, where he was a member of the Audit Committee.  Mr. Andrews is well qualified to serve on the Board based on the varied business experience that he obtained over his thirty year career in public accounting, his financial and accounting expertise, and his experience on other public company boards.

Mark Jennings, Director.  Since September 1996, Mr. Jennings has been the Managing Partner and co-founder of Generation Partners, a private investment firm that acquires and provides growth capital to companies primarily in the information services, healthcare and media & entertainment sectors. Prior to founding Generation Partners, Mr. Jennings was a Partner at Centre Partners, a private equity firm affiliated with Lazard Freres, and prior to that, he was employed at Goldman Sachs & Co. Through Generation and predecessor firms, he has invested in more than 50 companies and has served on the Board of Directors of 23 companies and currently serves as a director of Virtual Radiologic Corporation, Sterling Infosystems, Agility Recovery Solutions and inVentiv Health, Inc., where he is also a member of the Compensation Committee, Audit Committee and Nominating and Corporate Governance Committee.  Mr. Jennings also currently serves as the Chairman of the Board of Trustees of Post University.  As Managing Partner and co-founder of Generation Partners, his other public company board

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experience, and his experience with corporate governance and executive compensation, Mr. Jennings brings a wealth of financial and business expertise to the Board.

Robert J. McGuire, Director.  Since June 2005, Mr. McGuire has been an attorney in private practice in New York. From January 1998 through June 2005, Mr. McGuire served as counsel to Morvillo, Abramowitz, Grand, Iason & Silberburg, P.C., a New York law firm. Prior thereto, he served as Police Commissioner of The City of New York, Chairman and Chief Executive Officer of Pinkerton’s Inc. and President of Kroll Associates Inc. Mr. McGuire is Vice Chairman of the Police Athletic League, New York City’s largest youth organization.  Mr. McGuire is also a director and member of the Audit Committee and Law and Corporate Governance Committee of Mutual of America Life Insurance Company, a director and member of the Audit Committee (Chairman) and Compensation Committee (Chairman) of Protection One, Inc., and a director and member of the Audit Committee, Compensation Committee (Chairman), Compliance Committee and Risk Management Oversight Committee of Artio Global Funds.  Mr. McGuire’s long tenure with the Company as a Board member, his legal, business, and financial experience, and his other public company board experience, make him particularly qualified to serve on the Board.  Within the last five years, Mr. McGuire was also a director of GAM Funds, Inc., GAM Avalon Funds, Inc. and Mutual of America Investment Corp.

Perry Rogers, Director.  Mr. Rogers is President and founder of PR Partners, Inc., a sports management and corporate consulting company in Las Vegas, Nevada.  From 1994 to 2008, Mr. Rogers served as President of Agassi Enterprises, Inc., a management firm. In addition, from 2002 to 2008, Mr. Rogers served as President of Alliance Sports Management Co., a management firm.  Mr. Rogers is also a director of Meadows Bank and is a member of the Board of Trustees of the University of Nevada, Las Vegas Foundation.  Mr. Rogers’ senior leadership and management experience from his current and prior senior management positions, his sports and entertainment related experience, and his brand marketing expertise led the Board to conclude that Mr. Rogers is highly qualified to serve as a director.

Dwight Schar, Director.  Mr. Schar has served as the Chairman of NVR, Inc., one of the largest homebuilders in the United States, for over fifteen years. From 1993 until June 30, 2005, Mr. Schar also served as President and Chief Executive Officer of NVR, Inc. Mr. Schar is a member of the Board of Directors of dick clark productions, inc.  Mr. Schar is active in the greater Washington community, involved in numerous business and educational groups, as well as on a political level such as former National Finance Chair of the Republican National Committee. He was also an appointee to the President’s Advisory Committee on the Arts for the Kennedy Center.  Mr. Schar provides the Board with proven leadership and business experience as the former CEO of a multi-faceted organization, and is well qualified to serve on the Board based on his brand marketing expertise and his expertise in managing a company in a cyclical industry.

Mark Shapiro, President, Chief Executive Officer and Director.  From September 2002 to October 2005, Mr. Shapiro served as the Executive Vice President, Programming and Production of ESPN, Inc. From July 2001 to September 2002, he served as Senior Vice President and General Manager, Programming at ESPN. Prior to July 2001, he was Vice President and General Manager of ESPN Classic and ESPN Original Entertainment. From October 2005 until December 2005, Mr. Shapiro served as Chief Executive Officer of Red Zone LLC.  Mr. Shapiro is also a director of Live Nation, Inc., dick clark production, inc. and The Tribune Company.  The Tribune Company filed for Chapter 11 bankruptcy reorganization in December 2008.  Mr. Shapiro is also a member of the Board of Trustees of Equity Residential. Mr. Shapiro brings to the Board and the Company significant leadership and business experience.  As a result of his history at ESPN, Mr. Shapiro has expertise in brand development and brand marketing and he provides the Board and the Company with insightful and unique ideas for growing the Company’s business as well as its brand.

Daniel M. Snyder, Chairman of the Board.  Mr. Snyder is an experienced manager of venue-based businesses. Since July 1999, Mr. Snyder has been the Chairman and Principal Owner of the Washington Redskins franchise of the National Football League and FedExField, the team’s wholly-owned 92,000-seat stadium. As one of his key strategies in managing the Washington Redskins, he expanded Redskins sponsorship revenues from $4 million to $48 million and developed significant concession relationships with various vendors through which it sold all concession equipment to Centerplate Food Distribution Company for $16 million, which enabled the Redskins to use the proceeds to pay down its debt. The per capita food spending of Redskins’ customers nearly doubled since

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Mr. Snyder acquired the team. Mr. Snyder has transformed the franchise into one of the most valuable franchises in U.S. sports (according to the Forbes magazine) at approximately $1.5 billion, nearly doubling its annual revenues since he acquired the team. Mr. Snyder was also founder and former Chairman and Chief Executive Officer of Snyder Communications, Inc., an advertising and marketing company formerly listed on the New York Stock Exchange and which had over $1 billion in annual sales. In September of 2000, Snyder Communications, Inc. was successfully sold to Havas Advertising, S.A. for approximately $2.3 billion. Mr. Snyder is Chairman of the Board of Directors of dick clark productions, inc., Managing Member of Red Zebra Broadcasting, LLC, which owns several radio stations in Washington, D.C., Maryland, and Virginia, and a member of the Board of Directors of Johnny Rockets Group, Inc.  He is also Managing Member of RedZone Capital Management Company, LLC, a private equity firm.  Mr. Snyder is Chairman Emeritus of the Board of Directors of inVentiv Health, Inc.  Mr. Snyder brings to the Board effective leadership experience and extensive knowledge and experience in the sports and entertainment industry.

Harvey Weinstein.  Since October 2005, Mr. Weinstein has been the Co-Chairman of The Weinstein Company LLC, a multi-media company. In 1979, Mr. Weinstein and his brother founded Miramax Film Corp., which has released some of the most critically acclaimed and commercially successful independent feature films, including The Aviator, Finding Neverland, Chicago, Gangs of New York, Shakespeare in Love, Good Will Hunting, Pulp Fiction and My Left Foot. Mr. Weinstein was Co-Chairman of Miramax from 1979 through September 2005. In 2004, Mr. Weinstein was named a Commander of the Order of the British Empire by Queen Elizabeth II in recognition of his contribution to the British film industry. Mr. Weinstein has also produced several award winning shows on Broadway and around the world, including The Producers, Gypsy, La Boheme, Wonderful Town and more recently All Shook Up, Sweet Charity and Dirty Rotten Scoundrels.  Mr. Weinstein brings insight and expertise regarding the entertainment industry gained from his over 30 years of experience in the industry.

Family Relationships

There is no family relationship among any of the directors or executive officers of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s officers and directors and persons who own more than ten percent of the common stock, to file initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 or 5) of common stock with the Securities and Exchange Commission (“SEC”). Officers, directors and greater than ten-percent stockholders are required by SEC rules and regulations to furnish the Company with copies of all such forms they file.

During 2009, to the Company’s knowledge, based solely on the Company’s review of the copies of such forms received by the Company and written representations from certain reporting persons that no additional forms were required for those persons, all the required reports were filed on a timely basis by officers, directors, and greater than ten percent beneficial owners.

Corporate Governance and Board Committees

The Board of Directors

The Company’s business, property and affairs are managed under the direction of the Board.  The Board is elected by stockholders to oversee management and to assure that the long-term interests of stockholders are being served. The Board has responsibility for establishing broad corporate policies and for the overall performance of the Company. It is not, however, involved in the operating details on a day-to-day basis. The Board is advised of the Company’s business through discussions with the Chief Executive Officer and other officers of the Company, by reviewing reports, analyses and materials provided to them and by participating in Board meetings and meetings of the committees of the Board.

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The Board has four regularly scheduled meetings during the year to review significant developments affecting the Company and to act on matters requiring Board approval.  The Board also holds special meetings and acts by written consent from time to time as necessary. Directors are expected to attend all scheduled Board and committee meetings as well as the annual meetings of stockholders.  During the year ended December 31, 2009, the Board held twenty meetings.  Each of the directors of the Company, other than Mr. Weinstein, attended at least 75% of the meetings of the Board and of the meetings of committees of the Board on which such director served.  As a result of the Chapter 11 proceedings, the Company did not hold an annual meeting of stockholders during 2009 and does not anticipate holding an annual meeting of stockholders during 2010.

The Board only has one class of directors. As a result, all directors are elected each year by the Company’s stockholders at the annual meeting. Directors may be removed with or without cause by the holders of a majority of the shares then entitled to vote at an election of directors.

The Board currently has eight directors.  Pursuant to the Plan, the Board following the Effective Date will consist of nine directors, one member of which shall be Mr. Shapiro.  The additional eight directors shall be selected pursuant to the terms of the Plan.

Stockholders and other interested parties may contact the Lead Independent Director, and the other non-management directors by writing to the Lead Independent Director, c/o Six Flags, Inc., 1540 Broadway, New York, New York 10036.

Corporate Governance Documents

The Company’s Corporate Governance Principles, Code of Business Conduct and Ethics, Code of Ethics for Senior Financial Management and the charters of the Board committees provide the framework for the governance of the Company.

Corporate Governance Principles

The Corporate Governance Principles cover, among other things, the functions of the Board, the qualifications of directors, director independence, the selection process for new directors, Board committees, compensation of the Board and the succession plan for the chief executive officer and other senior executives.

Code of Business Conduct and Ethics

The Company has adopted and maintains a Code of Business Conduct and Ethics that covers all directors, officers and employees of the Company. The Code of Business Conduct and Ethics requires, among other things, that the directors, officers and employees exhibit and promote the highest standards of honest and ethical conduct; avoid conflicts of interest; comply with laws, rules and regulations; and otherwise act in the Company’s best interest.

Code of Ethics for Senior Financial Officers

The Company has also adopted and maintains a separate Code of Ethics for Senior Financial Officers that imposes specific standards of conduct on persons with financial reporting responsibilities at the Company. Each of the Company’s senior financial officers is required to annually certify in writing his or her compliance during the prior year with the Code of Ethics for Senior Financial Officers.

The Company intends to post amendments to or waivers from the Company’s Corporate Governance Principles, Code of Business Conduct and Ethics and the Company’s Code of Ethics for Senior Financial Officers on the Company’s website at www.sixflags.com. No such amendment or waiver has been made or granted prior to the date of this Amendment No. 1 on Form 10-K/A.

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Availability of Corporate Governance Documents

The Company’s Corporate Governance Principles, Code of Business Conduct and Ethics, Code of Ethics for Senior Financial Management and charters of the committees of the Board are available on the Company’s website at www.sixflags.com.  A printed copy of each of these documents is available, without charge, by sending a written request to: Six Flags, Inc., 1540 Broadway, New York, New York 10036, Attention: Secretary.

Board Committees

The Board has designated an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and an Executive Committee. The membership of the committees as of April 1, 2010 and the function of each committee are described below.

*              Chairman

**       Chairman and Audit Committee Financial Expert

Executive Committee

The Executive Committee serves primarily as a means for taking action requiring Board approval between regularly scheduled meetings of the Board. The Executive Committee is authorized to act for the full Board on matters other than those specifically reserved by Delaware law to the Board. The Executive Committee acted by written consent two times during 2009.  The current members of the Executive Committee are Messrs. Snyder, Shapiro and McGuire.

Audit Committee

The Audit Committee assists the Board in fulfilling its responsibility to oversee management’s conduct of the Company’s financial reporting process, including review of the internal audit function, the financial reports and other financial information the Company provides to the public, the Company’s systems of internal accounting, financial and disclosure controls, the annual independent audit of the Company’s financial statements, the Company’s legal and regulatory compliance and the Company’s safety programs as established by management. In discharging its duties, the Audit Committee, among other things, has the sole authority to appoint (subject to stockholder ratification), compensate (including pre-approval of fees), evaluate and replace the Company’s independent auditors and oversee their scope of work, independence and their engagement for any other services. The Audit Committee meets independently with those persons performing the Company’s internal auditing function, as well as the Company’s independent auditors and senior management.

The Audit Committee held four meetings during 2009.  A copy of the Audit Committee charter is available to stockholders on the Company’s website at www.sixflags.com. All members of the Audit Committee are independent within the meaning of SEC regulations. In addition, the Board has determined that C.E. Andrews is qualified as an audit committee financial expert under SEC regulations and that all members of the Audit Committee have the accounting and related financial management expertise required by the New York Stock Exchange (“NYSE”).  Although Holdings’ common stock was delisted from the NYSE in April 2009, Holdings continues to

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determine the independence of directors under the NYSE listing standards.  The SEC has determined that the audit committee financial expert designation does not impose on the person with that designation, any duties, obligations or other liability that are greater than the duties, obligations or liabilities imposed on such person as a member of the Audit Committee of the Board in the absence of such designation.  Members of the Audit Committee may not serve on the audit committee of more than three public companies, including the Company, unless the Board has determined that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee. Mr. McGuire serves on the audit committees of three other public companies in addition to serving on Holdings’ Audit Committee.  The Board determined that such service did not impair Mr. McGuire’s ability to effectively serve on the Company’s Audit Committee.  None of the other members of the Audit Committee serve on the audit committee of more than three public companies.

Compensation Committee

The Compensation Committee, among other duties, (i) is responsible for establishing and reviewing the Company’s overall compensation philosophy; (ii) determines the appropriate compensation levels for the Company’s executive officers (which includes the review and approval of corporate goals and objectives used in determining executive officer compensation); (iii) reviews all incentive compensation and equity-based compensation plans, benefit plans and new executive compensation programs and oversees the administration of such plans; (iv) grants awards of shares or stock options pursuant to the Company’s equity-based plans; and (v) reviews employee salary levels.  Since the commencement of the Debtors’ Chapter 11 filing on June 13, 2009, the Board has administered the Company’s executive compensation program, including the approval of year-end bonus awards for 2009.

The Compensation Committee meets at least annually with the Chief Executive Officer and any other corporate officers as the Compensation Committee deems appropriate while it is determining the performance criteria and compensation levels of key executive officers.  As part of this process, the Chief Executive Officer provides annual performance reviews and compensation recommendations for each of the executive officers who report directly to him.  The Compensation Committee also considers competitive market data, including compensation packages available at a comparable group of peer companies, in making final determinations regarding the compensation of the executive officers.  In 2009, the entire Board ratified the compensation for the Chief Executive Officer and other executive officers named in the Summary Compensation Table (the “named executive officers”).

The Compensation Committee may form and delegate any of its responsibilities to a subcommittee so long as such subcommittee is solely comprised of Compensation Committee members.  No such delegation was made in 2009.  In addition, the Compensation Committee has the direct responsibility for the appointment, termination, compensation and oversight of any compensation and benefit consultants retained by the Company in respect of executive compensation.  In connection with the election of new directors and the selection of a new Chief Executive Officer in early 2006, the Compensation Committee retained Mercer Human Resource Consulting (“Mercer”) as compensation consultants to develop a compensation proposal for the Chairman of the Board, the Chief Executive Officer and the independent directors. The Compensation Committee, following the suggestion of independent counsel to the Board, Cadwalader, Wickersham & Taft LLP, also retained Mercer to advise it in connection with the bonuses granted to the Chief Executive Officer and other named executive with respect to 2008.

In connection with its review commencing in late 2008 of the Company’s existing employment agreements with the named executive officers, the Compensation Committee engaged Mercer to evaluate a new compensation program for the named executive officers. Mercer was asked to advise the Compensation Committee on compensation arrangements for the named executive officers in anticipation of the Company’s previously announced exploration of alternatives for the refinancing of the Company’s indebtedness and preferred income equity redeemable shares in order to retain current management through any restructuring the Company may undertake. The Compensation Committee was also advised extensively by Houlihan, Lokey, Howard & Zukin Capital, Inc., the Company’s restructuring financial advisor (“Houlihan”).  On April 1, 2009, the Company entered into new employment agreements (the “New Agreements”) with the Chief Executive Officer and the other named executive officers. The New Agreements are described elsewhere herein. In addition, as explained in the Executive Compensation discussion under the caption “2010 Compensation Decisions” amendments have been proposed to the

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New Agreements, including an amended and restated employment agreement for Mr. Shapiro, as part of the Plan that will, if approved by the Bankruptcy Court, become effective on the Effective Date.

The Compensation Committee held three formal meetings and convened informally several times during 2009.  A copy of the Compensation Committee charter is available to stockholders on the Company’s website at www.sixflags.com.  The Board has determined that each member of the Compensation Committee is a “non-employee director” as defined in Rule 16b-3 of the Exchange Act, and meets the independence requirements of the NYSE and the “outside director” requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for recommending qualified candidates to the Board for election as directors of the Company, including the slate of directors that the Board proposes for election by stockholders at the Annual Meeting. The Nominating and Corporate Governance Committee also advises and makes recommendations to the Board on all matters concerning directorship practices, including compensation for non-employee directors, and recommendations concerning the functions and duties of the committees of the Board. The Nominating and Corporate Governance Committee developed and recommended to the Board, the Company’s Corporate Governance Principles and reviews, on a regular basis, the overall corporate governance of the Company.

The Nominating and Corporate Governance Committee met one time during 2009. A copy of the Nominating and Corporate Governance Committee charter is available to stockholders on the Company’s website at www.sixflags.com. All members of the Nominating and Corporate Governance Committee are independent within the meaning of the NYSE requirements.

Communications with the Board of Directors

Stockholders who wish to communicate with the Board may do so by writing to a specific director, including the Lead Independent Director, or to the entire Board at the following address: Board of Directors—Stockholder Communications, c/o Six Flags, Inc., 1540 Broadway, New York, NY 10036, Attention: Secretary. The Secretary will forward all such communications to the directors to whom they are addressed.

Meetings of Independent Directors

The Board schedules at least four meetings a year for the independent directors outside the presence of any member of management. The independent directors may meet in executive session at such other times as determined by the Lead Independent Director.  At each executive session, the Lead Independent Director, or, in his absence, one of the other independent directors will chair that executive session.

Board Leadership Structure and Role in Risk Oversight

Currently, Mr. Shapiro serves as Holdings’ Chief Executive Officer and Mr. Snyder serves as the Chairman of the Board.  The Board does not have a policy on whether or not the roles of the Chief Executive Officer and Chairman should be separate.  Instead, Holdings’ By-Laws provide that the directors of Holdings may designate a Chairman of the Board from among any of the directors.  Accordingly, the Board reserves the right to vest the responsibilities of the Chief Executive Officer and Chairman in the same person or in two different individuals depending on what it believes is in the best interest of the Company.   The Board has determined that the separation of these roles is appropriate because it allows Mr. Shapiro to focus more of his energies on the management and business operations of the Company.  The Board believes that there is no single Board leadership structure that would be most effective in all circumstances and therefore retains the authority to modify this structure to best address the Company’s and the Board’s then current circumstances as and when appropriate.

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Company’s processes for assessing and managing risk.  Each of the Chief Executive Officer, Chief Financial Officer, General Counsel and Director of Internal Audit, with input as appropriate from other appropriate management members, report and provide relevant information directly to either the Board and/or the Audit Committee on various types of identified material financial, reputational, legal, operational, environmental and business risks to which the Company is or may be subject, as well as mitigation strategies for certain salient risks.  In accordance with NYSE requirements and as set forth in its charter, the Audit Committee periodically reviews and discusses the Company’s business and financial risk management and risk assessment policies and procedures with senior management, the Company’s independent auditor and the Director of Internal Audit.  The Audit Committee reports its risk assessment function to the Board.  The roles of the Board and the Audit Committee in the risk oversight process have not affected the Board leadership structure.

Nomination Process

Role of the Nominating and Corporate Governance Committee

The Board has adopted a set of Corporate Governance Principles which includes qualification criteria that the Nominating and Corporate Governance Committee uses to identify individuals it believes are qualified to become directors. In making recommendations of nominees pursuant to the Corporate Governance Principles, the Nominating and Corporate Governance Committee believes that candidates should possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of the stockholders. The Nominating and Corporate Governance Committee also evaluates whether a candidate has an inquisitive and objective perspective, practical wisdom and mature judgment. The Nominating and Corporate Governance Committee endeavors to have a Board representing diverse experience at policy-making levels in both the private and public sector as well as diversity with respect to gender, race and ethnicity. In assessing whether a candidate has the appropriate time to devote to Board service, the Nominating and Corporate Governance Committee will consider the number of boards of directors on which such candidate already serves. Although candidates must be committed to serving on the Board for an extended period of time, the Board does not believe that directors should expect to be routinely renominated annually.

After identifying the qualified individuals and conducting interviews, as appropriate, the Nominating and Corporate Governance Committee will recommend the selected individuals to the Board. The Nominating and Corporate Governance Committee uses the same process to evaluate all candidates, whether they are recommended by the Company or by one or the Company’s stockholders.

The Nominating and Corporate Governance Committee may retain a director search firm to help identify qualified director candidates.

Candidates Proposed by Stockholders for Consideration by the Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee has a policy to consider recommendations for director candidates submitted by stockholders. A stockholder recommending an individual for consideration by the Nominating and Corporate Governance Committee must provide (i) evidence in accordance with Rule 14a-8 of compliance with the stockholder eligibility requirements, (ii) written consent of the candidate(s) for nomination as a director, (iii) a resume or other written statement of the qualifications of the candidate(s) for nomination as a director and (iv) all information regarding the candidate(s) and the stockholder that would be required to be disclosed in a proxy statement filed with the SEC if the candidate(s) were nominated for election to the Board, including, without limitation, name, age, business and residence address and principal occupation or employment during the past five years. Stockholders wishing to recommend director candidates for consideration by the Nominating and Corporate Governance Committee should send the required information to the Secretary or Lead Independent Director, c/o Six Flags, Inc., 1540 Broadway, New York, NY 10036. In order to be considered by the Nominating and Corporate Governance Committee, nominations for directors to be elected at the 2011 annual meeting must be received no later than February 9, 2011.

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Stockholder Nominations

Holdings’ By-Laws permit a stockholder to nominate one or more persons for election as directors at an annual meeting if written notice of that stockholder’s intent to make the nomination has been given to the Secretary of the Company not less than 90 days nor earlier than 120 days before the first anniversary of the Company’s previous annual meeting.  In order to be considered timely for the 2011 annual meeting, notice of a stockholder’s intent to make a nomination at the meeting must be given to the Company no earlier than February 9, 2011 and no later than March 11, 2011.  If the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, then the written notice must be given not earlier than 120 days prior to such annual meeting and not later than the later of 90 days prior to such annual meeting or the tenth day following the Company’s first public announcement of such annual meeting date. In the case of an election to be held at a special meeting of stockholders, notice must be given not earlier than 120 days prior to such special meeting and not later than the later of 90 days prior to such special meeting or the tenth day following the Company’s first public announcement of the date of the special meeting. The notice shall include all information relating to such nominee that is required to be disclosed in a proxy statement, including, without limitation, the name and address of the nominee, and the nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected. The notice shall also include, as to the stockholder submitting the nomination, (i) such person’s name and address; (ii) the class and number of shares of Holdings’ capital stock that are owned beneficially and of record; (iii) a representation that the stockholder is entitled to vote at the meeting and intends to nominate the person; and (iv) a representation as to whether the stockholder intends, or is part of a group which intends, to deliver a proxy statement or otherwise solicit proxies from stockholders. The Company may require any proposed nominee to furnish other information as the Company may reasonably require to determine the eligibility of the proposed nominee to serve as a director of Holdings.

As previously noted, in connection with the Debtors’ emergence from the Chapter 11 proceedings and pursuant to the terms of the Plan, Holdings expects the composition of the Board and the committees of the Board to change.  The Board following the Effective Date, through the Nominating and Corporate Governance Committee, will be responsible for future policies related to the consideration of nominees for director submitted by stockholders and the qualifications, skills or qualities necessary for directors. Under policies of the current Board, to recommend a potential nominee, you may do so in accordance with the foregoing instructions.

Audit Committee Report

The members of the Audit Committee have been appointed by the Board. The Audit Committee is governed by a charter that has been approved and adopted by the Board of Directors and which will be reviewed and reassessed annually by the Audit Committee. The Audit Committee is comprised of three independent directors.

The Audit Committee assists the Board in fulfilling its responsibility to oversee management’s conduct of the Company’s financial reporting process. It does so by reviewing (i) the financial reports and other financial information provided by the Company to any governmental body or to the public, (ii) the Company’s systems of internal controls regarding finance, disclosure, accounting, and legal compliance and (iii) the Company’s auditing, accounting and financial reporting processes generally.

Management is responsible for the preparation and integrity of the Company’s consolidated financial statements. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and for issuing a report thereon. The Audit Committee has independently met and held discussions with management and the independent registered public accounting firm.

The following is the report of the Audit Committee of the Company with respect to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2009.

To fulfill its responsibility, the Audit Committee has done the following:

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·                  The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements and management’s assessment of the effectiveness of the Company’s internal controls over financial reporting.

·                  The Audit Committee has discussed with KPMG LLP, the Company’s independent auditors, the matters required to be discussed by the Statement on Auditing Standards No. 61 (Communications with Audit Committees), as amended, regarding the auditors’ judgments about the quality of the Company’s accounting principles as applied in its financial reporting.

·                  The Audit Committee has received written disclosures and the letter from KPMG LLP required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has discussed with KPMG LLP its independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements and management’s assessment of the Company’s internal controls over financial reporting for the fiscal year ended December 31, 2009 be included in the Company’s Annual Report on Form 10-K for such year for filing with the SEC.

The information contained in the foregoing report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference in such filing.

ITEM 11.                       EXECUTIVE COMPENSATION

Executive Compensation

Compensation Discussion and Analysis

The Compensation Committee, which is comprised entirely of independent directors, has historically administered the Company’s executive compensation program. The Compensation Committee has generally determined the appropriate compensation levels for the Company’s named executive officers, evaluated compensation plans, policies and programs, and reviewed benefit plans for officers and employees.  Since the commencement of the Debtors’ Chapter 11 filing on June 13, 2009, the Board has administered the Company’s executive compensation program, including the approval of year-end bonus awards for 2009.

Compensation Objectives and Philosophy

The goals of the Company’s executive compensation program are to:

·             Provide compensation levels that enable the Company to attract, retain and motivate its executives;

·             Tie individual compensation to individual performance and the success of the Company; and

·             Align executives’ financial interests with those of the Company’s stockholders through equity participation.

The Company’s direct compensation program therefore consists of:

·             Base salary consistent with the executive’s role and contributions to the Company;

·             Annual cash bonuses for certain executives tied to the Company’s and the individual’s performance; and

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·             A long-term incentive compensation program used to focus executive efforts on longer-term performance that will enhance the value delivered to stockholders, including awards of stock options and shares of restricted stock.

Compensation Overview

In December 2008, the Compensation Committee, at the suggestion of the independent counsel to the Board, Cadwalader, Wickersham & Taft LLP, retained independent compensation consultant, Mercer, to evaluate executive compensation in connection with its pending review of the employment agreements for each of the named executive officers. Mercer was asked to advise the Compensation Committee on compensation arrangements for the named executive officers in anticipation of the Company’s previously announced exploration of alternatives for the refinancing of the Company’s indebtedness and preferred income equity redeemable shares in order to retain current management through any restructuring the Company may undertake.  On April 1, 2009, the Company entered into the New Agreements with the Chief Executive Officer and the other named executive officers.

It is anticipated that, on the Effective Date, the Company will implement a new management incentive plan for management, selected employees and directors of the Company, providing incentive compensation in the form of stock options and/or restricted stock in Holdings equal to 15% of the shares of common stock authorized to be issued pursuant the Plan, determined on a fully diluted basis (the “Long-Term Incentive Plan”).  Awards under the Long-Term Incentive Plan would be comprised of at least 5% in the form of restricted stock and up to 10% in the form of options, the vesting and allocation of which shall be determined by mutual agreement of the Chief Executive Officer and the new Board.  The existing plans and outstanding stock options will be cancelled pursuant to the Plan.  It is also anticipated that the New Agreements will be amended as of the Effective Date to reflect the modifications to the management equity incentive arrangements contemplated by the Long-Term Incentive Plan.

In addition to complying with the terms of the employment agreements for the named executive officers, the Compensation Committee generally reviews both the Company’s performance and individual contributions during the Compensation Committee’s last regularly scheduled meeting of the year to determine if additional compensation should be awarded. During this meeting, the Chief Executive Officer also provides the Compensation Committee with his performance evaluations of the other named executive officers. Based on such information, and on the need to retain certain key executives, the Compensation Committee has the discretion to approve year-end bonus and equity awards. In 2009, the Board reviewed and approved year-end bonus awards.

Total Compensation

The Company intends to provide competitive compensation while offering programs that appropriately motivate the named executive officers to achieve the Company’s business objectives. As a result, the Compensation Committee places emphasis on performance-based compensation and links the level of such compensation to the achievement of the Company’s business objectives. Further, as described more fully below, because the Chief Executive Officer has the most influence over Company performance, a greater percentage of his compensation is performance-based. The Compensation Committee periodically reviews the mix of cash and equity-based compensation to ensure that the mix is appropriate in light of market trends and the Company’s objectives.

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Elements of Executive Compensation

Employment Agreements

In December 2008, the Compensation Committee determined that it was appropriate to review the terms of the named executive officers’ employment agreements in anticipation of the Company’s previously announced exploration of alternatives for the refinancing of the Company’s indebtedness and preferred income equity redeemable shares in order to retain current management through any restructuring the Company may undertake.  In the course of this review, the Compensation Committee retained Mercer to provide information on compensation arrangements in restructuring contexts. The Compensation Committee also sought advice from Houlihan with regard to compensation arrangements and the importance to creditors of the continued service of senior management in order to effect a successful restructuring.  The Compensation Committee also considered other existing opportunities available to the named executive officers, particularly Mr. Shapiro.  On April 1, 2009, the Company entered into the New Agreements with each of the named executive officers, which superseded the executives’ then-current employment agreements. The New Agreements, which have a term of four years and did not increase the base salary of any named executive officer, are described in more detail herein.  As further described herein, each of the New Agreements provide that, upon the earlier of the closing of an exchange offer for the Company’s Senior Notes or the Company’s emergence from a Chapter 11 bankruptcy (a “Triggering Event”), each of the named executive officers will be entitled to receive an emergence bonus.  Potential payments upon termination provided for in the New Agreements are also described herein.  None of the New Agreements provide for payments solely upon a change in control except Mr. Shapiro’s New Agreement, which payments were also provided for in Mr. Shapiro’s prior employment agreement.  The Compensation Committee believed that the change in control provisions were necessary to retain the services of Mr. Shapiro beyond the expiration of his prior employment agreement, December 31, 2009. All of the other prior employment agreements expired in either December 2009 or January 2010, subject, in Messrs. Shapiro’s and Speed’s cases, to their respective rights to extend the term for two successive one-year periods.  In addition, as explained in the Executive Compensation discussion under the caption “2010 Compensation Decisions” amendments have been proposed to the New Agreements, including an amended and restated employment agreement for Mr. Shapiro, as part of the Plan that will, if approved by the Bankruptcy Court, become effective on the Effective Date.

Salaries

Salaries are used to provide a fixed amount of compensation for an executive’s work. Although initially established in each named executive officer’s respective employment agreement, the salaries of named executive officers are reviewed on an annual basis, as well as at the time of a promotion or other change in responsibilities. Increases in salary are based on an evaluation of the individual’s performance.  None of the named executive officers received a salary increase in 2009 other than Mr. Speed pursuant to his Old Agreement (as defined below).

Cash Incentive Awards

The New Agreements provide for the following target bonus amounts for the named executive officers, which were determined by negotiations between Mr. Shapiro and members of the Compensation Committee with assistance from independent counsel, Cadwalader, Wickersham & Taft LLP:

The maximum annual bonus Mr. Shapiro may receive for any fiscal year is $2.6 million. The minimum annual bonus Mr. Speed will receive for any fiscal year is $250,000. Bonuses will be determined based upon the level of achievement of the following performance parameters: Budgeted Adjusted EBITDA, Budgeted Free Cash Flow, Budgeted Attendance, Budgeted In-Park Net Revenue Per Capita and Budgeted Sponsorship/Licensing Revenue (each weighted 20% each), except that (i) 50% of Mr. Shapiro’s bonus will be based on the attainment of the Adjusted EBITDA target (with the remaining targets weighted 12.5% each), and (ii) 50% of Mr. Koskovolis’ bonus will be based on the attainment of the Sponsorship Revenue target (with the remaining targets weighted

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12.5% each).  No bonuses are payable if 90% of the Adjusted EBITDA target is not obtained, except for (i) Mr. Speed, who is entitled to a minimum bonus in the amount of $250,000 pursuant to his New Agreement and (ii) Mr. Koskovolis, who will be entitled to 50% of his bonus amount if the Sponsorship Revenue target is satisfied.  It is anticipated that the New Agreements will be amended as of the Effective Date to reflect modifications to the performance parameters used to determine bonus awards.

Given the Company’s performance for 2009, Mr. Shapiro did not receive an annual cash bonus with respect to 2009.

In December 2009, the Chief Executive Officer made recommendations for consideration by the Board as to whether or not the other named executive officers should receive an annual bonus with respect to the 2009 fiscal year.  The Board considers these recommendations as well as Company-wide and individual performance for that year, taking into account both qualitative and quantitative factors in determining annual bonus amounts for the named executive officers. For fiscal 2009, quantitative factors included actual performance compared to budgeted Adjusted EBITDA, budgeted free cash flow, budgeted attendance, budgeted in-park net revenue per capita and budgeted sponsorship and licensing revenue.  The budgeted amounts are established at the beginning of the year. The Board may also consider, and place additional weight on, the performance of the specific business unit or function managed by each respective named executive officer.  Qualitative factors include initiative, business judgment, level of responsibility and management skills.  Based on the foregoing, all of the named executive officers, other than Messrs. Shapiro and Speed, received a discretionary cash bonus for 2009 based on individual performance and overall company performance for the year.  Mr. Speed received a bonus in the amount provided in his New Agreement.  In particular, the Board considered that even though the named executive officers were not entitled to their target bonuses because the Company did not meet its budgeted quantitative goals, Adjusted EBITDA exceeded 2007 levels in spite of generally unfavorable economic conditions, the taint of the Debtors’ Chapter 11 filing, abnormally bad weather and concerns over the H1N1 virus affecting attendance at the Company’s properties.  Finally, the Company maintained or set all-time highs in year-end guest satisfaction scores in the following key areas: overall satisfaction, employee service, value for the money, restroom cleanliness, speed of food lines, feeling safe in your environment and enforcement of the Company’s no-smoking policy.

The following chart shows the amount that each named executive officer other than the Chief Executive Officer received for 2009:

Long-Term Incentive Awards

The Company’s long-term incentive awards are tied to the Company’s performance and the value of Holdings’ common stock over several years. These awards are intended to focus the named executive officers on total stockholder return and to reward the named executive officers’ contribution to the long-term growth and performance of the Company. For 2009, the Company’s long-term incentive award program consisted of stock options and restricted stock. The Compensation Committee awards stock options or restricted stock, or a combination thereof, based on its determination of the relative value of each form of award at the time of grant and the performance and responsibilities of each named executive officer.

·               Stock Options

Stock options have historically been granted pursuant to the Company’s various Stock Option and Incentive Plans. The stock options generally have a term ranging from eight to ten years and, in all instances, an exercise price equal to the fair market value (as defined in the applicable plan) of a share of common stock on the date the stock options are granted.  Holdings’ stock price is the primary performance component for stock options because they have no value to the named executive officers unless the market value of Holdings’ common stock increases after the grant date. Existing stock options typically vest 20% upon grant and 20% on the

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first four anniversaries of such grant date.  Stock options awarded for performance are generally determined at the Compensation Committee’s last regularly scheduled meeting of the fiscal year.  The grant date for such options is typically the same day as the meeting.  In 2009, Mr. Speed was issued stock options in accordance with his Old Agreement.

·               Restricted Stock

Restricted stock awards have historically been made pursuant to the Company’s various Stock Option And Incentive Plans.  Recipients of awards of restricted stock have voting rights and receive dividends on such shares before the awards vest. Generally, existing awards of restricted stock vest one-third on January 1 of each year following the date of grant.  In 2009, Mr. Speed was granted restricted stock awards in accordance with his Old Agreement.

As described above, it is anticipated that, as of the Effective Date, the existing Stock Option and Incentive Plans and outstanding equity awards (including stock options) will be cancelled pursuant to the Plan.

Perquisites

The Company provides limited perquisites to named executive officers, certain of which are described below. Compensation paid to the named executive officers with respect to such perquisites is included in the “All Other Compensation” column of the Summary Compensation Table in accordance with the requirements of the SEC. The Compensation Committee reviews the Company’s policies on executive officer perquisites on an annual basis.

Car Allowance. The Company provides a car allowance of $500 per month to Mr. Speed pursuant to Mr. Speed’s employment agreement.

Commute Reimbursement. Pursuant to Mr. Shapiro’s employment agreement, the Company reimburses Mr. Shapiro for his commuting expenses to and from work.

Company Apartment.  The Company leases a corporate apartment near its headquarters in New York City, which is generally available for use by employees of the Company who reside outside of New York City but travel to New York City for business.  The apartment is also made available, as needed, to employees of the Company who are based in New York City but reside outside of New York City.  For those employees who are based in New York City, the Company imputes income to them based on the value of the apartment and the extent of their use of the apartment.  The Company believes that the availability of the corporate apartment for such employees reduces reimbursable hotel expenses.

Supplemental Life Insurance and Disability. In addition to the Company’s group insurance policies, the Company provides the Chief Executive Officer with term life insurance with a death benefit equal to his base salary and a disability insurance policy that provides for full income replacement for the first 18 months of the Chief Executive Officer’s disability after which time the standard disability benefit available to senior executives is available to the Chief Executive Officer.

Other Compensation

401(k) Plan and Pension Benefits. The Company has a qualified, contributory 401(k) Plan. In 2009, the Company matched 100% of the first 3% and 50% of the next 2% of salary contributions made by employees, including the named executive officers (subject to tax law limits); in 2010, any matching by the Company shall be discretionary. The accounts of all participating employees are fully vested upon completion of four years of service.

Deferred Compensation Plans. The Company does not have any deferred compensation plans.

Section 162(m) Tax Deductibility

Section 162(m) of the Code precludes the Company from deducting compensation in excess of $1,000,000, other than qualified performance-based compensation, payable to the Chief Executive Officer and certain other named executive officers. Although the Company exceeded this limitation for Mr. Shapiro in 2009 by approximately $0.4 million, the resulting loss of deductibility of such amounts did not result in the payment of any additional

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Federal income tax because the Company had approximately $1.96 billion of net operating loss carryforwards for Federal income tax purposes at December 31, 2009.

2009 Compensation Decisions

Cash Incentive Awards

Pursuant to the terms of his New Agreement, Mr. Shapiro was entitled to receive an annual formulaic bonus, the target of which is $1,300,000 and the maximum of which is $2,600,000, based upon the achievement of certain performance goals as described above. For the reasons described under “—Elements of Executive Compensation—Cash Incentive Awards,” Mr. Shapiro did not receive a cash bonus for 2009.

As more fully described under “Elements of Executive Compensation — Cash Incentive Awards,” the Compensation Committee awarded cash bonuses to the named executive officers (other than Mr. Shapiro) based on, among other factors, the recommendation of the Chief Executive Officer, individual performance and contributions to the Company during the year and overall company performance for 2009.

Emergence Bonuses

Pursuant to the terms of the New Agreements, upon the occurrence of a Triggering Event, the named executive officers will be entitled to receive emergence bonuses in the following amounts, which amounts were determined by negotiations between Mr. Shapiro and members of the Compensation Committee with assistance from independent counsel, Cadwalader, Wickersham & Taft LLP:

Emergence bonuses are payable in a lump sum cash payment within ten business days of the Triggering Event, except that $1,000,000 of Mr. Shapiro’s emergence bonus will become payable on the first anniversary of the Triggering Event (subject to his continued employment through such date) or, earlier, upon the termination of Mr. Shapiro’s employment without “cause,” for “good reason,” without “good reason” in connection with a “change in control” or “significant change in board composition,” or due to death or “disability” (as such terms are defined in the New Agreements).

2010 Compensation Decisions

It is anticipated that, upon the Effective Date, the Company will implement the Long-Term Incentive Plan for management, selected employees and directors of the Company, providing incentive compensation in the form of stock options and/or restricted stock in Holdings equal to 15% of the shares of common stock authorized to be issued pursuant the Plan, determined on a fully diluted basis.  Awards under the Long-Term Incentive Plan would be comprised of at least 5% in the form of restricted stock and up to 10% in the form of options, the vesting and allocation of which shall be determined by mutual agreement of the Chief Executive Officer and the new Board.  The existing plans and outstanding stock options will be cancelled pursuant to the Plan.

It is also anticipated that the New Agreements will be amended as of the Effective Date to reflect the modifications to the management equity incentive arrangements contemplated by the Long-Term Incentive Plan.  In addition, it is also anticipated the Mr. Shapiro’s employment agreement will be amended and restated as of the Effective Date to:

(1)  eliminate the gross-up on excise taxes arising under parachute payments under Sections 280G and 4999 of the Code;

(2)  expand the definition of “good reason” to include a determination of the Board within 15 months following the Effective Date to take any of the following actions without Mr. Shapiro’s prior approval: (a) abandon

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or change in any material respect the applicable business plan, capital expenditure plan, capitalization and/or strategic growth plan of the Company, (b) shut down, close, dispose of or divest any business or operations of the Company or dispose of or divest any material asset of the Company, or (c) terminate or hire any employee of the Company that reports directly to Mr. Shapiro;

(3)  eliminate the provision regarding termination in connection with a “significant change in board composition;”

(4)  expand the definition of “change in control” to include (a) any transaction that results in the Company no longer being a reporting company under the Exchange Act or Holdings’ common stock no longer being listed on a national securities exchange, or (b) a merger, consolidation or like business combination or reorganization where the voting securities of Holdings outstanding immediately prior to the transaction cease to represent (either by remaining outstanding or by being converted into voting securities of the applicable surviving company) more than fifty percent of the combined voting power of the voting securities of Holdings or such surviving entity; and

(5)  clarify that the consummation of the transactions contemplated by the Plan will not be deemed to constitute a “change in control” as of the Effective Date.

Summary Compensation Table

The following table sets forth certain summary information concerning the compensation of (i) the Company’s Chief Executive Officer, (ii) the Company’s Chief Financial Officer and (iii) the Company’s other three most highly compensated executive officers for each of the last three fiscal years.  Due to the Chapter 11 proceedings, the Company does not believe the stock or option awards granted to the executive officers will have any value.

(1)     Pursuant to the employment agreement that was effective prior to April 1, 2009 (the “Old Agreement”), Mr. Shapiro was entitled to receive a cash bonus in 2008 because actual Adjusted EBITDA for fiscal 2008 was in excess of 90% of budgeted Adjusted EBITDA.  The Compensation Committee determined to pay Mr. Shapiro a bonus amount in excess of the maximum amount specified in his employment agreement based on the factors described under “—Elements of Executive Compensation—Cash Incentive Awards.”

(2)     The amounts paid to each named executive officer in 2009 were based upon a recommendation of the Chief Executive Officer and were approved by the Compensation Committee and the Board.  The amounts paid for each named executive officer other than Mr. Shapiro, in 2008, were based on a recommendation of the Chief Executive Officer and were approved by the Compensation Committee and the Board.  In 2007, the cash bonuses paid to Messrs. Speed, Koskovolis and Schleimer were guaranteed by their respective Old

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Agreements. Unlike the other bonuses, the amounts paid to Mr. Quenzel in 2007 and 2008 were not dictated by his Old Agreement but were based on a recommendation of the Chief Executive Officer and was approved by the Compensation Committee and the Board.

(3)     The dollar amount represents the aggregate grant date fair value of awards granted during 2009 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“FASB ASC 718”).  There were no options or shares of restricted stock granted in 2008. Pursuant to the Plan, however, these awards have no value and will be cancelled as of the Effective Date.  In computing the fair value of these awards, the assumptions used were the same as those reflected for the applicable years in Note 1(r) to the Company’s consolidated financial statements included in the Original 10-K.

(4)     The equity awards granted in January 2009 were issued pursuant to Mr. Speed’s Old Agreement.  The equity awards granted in November 2007 related to 2007 performance.  The equity awards granted in January 2007 related to 2006 performance. Pursuant to the Plan, however, these awards have no value and will be cancelled as of the Effective Date.

(5)     The dollar amount represents the aggregate grant date fair value of awards granted during 2009 calculated in accordance with FASB ASC 718.  In reflecting the compensation cost of these awards, the assumptions used were the same as those reflected for the applicable years in Note 1(r) to the Company’s consolidated financial statements included in the Original 10-K.

(6)     The following table sets forth the compensation elements of the “All Other Compensation” column:

(a)          In 2009, the Company provided matching contributions of 100% of the first 3% and 50% of the next 2% of covered salary that employees contributed to the Six Flags, Inc. 401(k) Plan (subject to tax law limits).

(b)         Mr. Speed is entitled to a fixed automobile allowance pursuant to his employment agreement.

(c)          The Company leases a corporate apartment near its headquarters in New York City, which is generally available for use by employees of the Company who reside outside of New York City.  The amount shown represents imputed income based on use of the apartment.

(d)         Pursuant to Mr. Shapiro’s employment agreement, the Company provided Mr. Shapiro with a disability insurance policy that provides for full income replacement for the first 18 months of Mr. Shapiro’s disability, after which time the standard disability benefit available to senior executives applies to Mr. Shapiro.

(7)                On March 11, 2008, Mr. Koskovolis was granted 156,251 shares of restricted stock in lieu of a cash bonus award for fiscal year 2007.  Such shares of restricted stock vest as follows:  67,935 shares vested on March 11, 2008; 67,935 shares vested on April 7, 2008; and 20,381 shares will vest on March 11, 2011 if the Adjusted EBITDA of the Company for the year ended December

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31, 2010 equals or exceeds a certain threshold.  (Adjusted EBITDA is defined as the amount shown as such in the Company’s earnings release for the year ended December 31, 2010.)  Pursuant to the Plan, however, all vested shares have no value and will be cancelled as of the Effective Date, and all unvested restricted stock and options shall be cancelled as of the Effective Date.

Description of Employment Agreements

As previously discussed, in December 2008, the Compensation Committee determined that it was appropriate to review the terms of the named executive officers’ existing employment agreements in anticipation of the Company’s previously announced exploration of alternatives for the refinancing of the Company’s indebtedness and preferred income equity redeemable shares in order to retain current management through any restructuring the Company may undertake.  The Company entered into the New Agreements on April 1, 2009

The New Agreements provide for each named executive officers’ continued employment with the Company in his current position during the four year period expiring on April 1, 2013, unless sooner terminated by either party.

The New Agreements provide for the following annual base salary and target bonus amounts for the executives:

The New Agreements did not increase the rate of base salary for any of the executives from their current levels. The maximum annual formulaic bonus Mr. Shapiro may receive for any fiscal year is $2.6 million. The minimum annual bonus Mr. Speed will receive for any fiscal year is $250,000. Bonuses will be determined based upon the level of achievement of the following performance parameters: budgeted Adjusted EBITDA, budgeted free cash flow, budgeted attendance, budgeted in-park net revenue per capita and budgeted sponsorship and licensing revenue, each weighted 20% each, except that (i) 50% of Mr. Shapiro’s bonus will be based on the attainment of the Adjusted EBITDA target, with the remaining targets weighted 12.5% each, and (ii) 50% of Mr. Koskovolis’ bonus will be based on the attainment of the sponsorship revenue target, with the remaining targets weighted 12.5% each. No bonuses are payable if 90% of the Adjusted EBITDA target is not obtained, except for (i) Mr. Speed, who is entitled to a minimum bonus in the amount of $250,000 pursuant to his New Agreement and (ii) Mr. Koskovolis, who will be entitled to 50% of his bonus amount if the sponsorship revenue target is satisfied.  It is anticipated that the New Agreements will be amended as of the Effective Date to reflect modifications to the performance parameters used to determine bonus awards.

As described previously herein, upon a Triggering Event, the named executive officers will be entitled to receive emergence bonuses in the following amounts:

Emergence bonuses are payable in a lump sum cash payment within ten business days of the Triggering Event, except that $1,000,000 of Mr. Shapiro’s emergence bonus will become payable on the first anniversary of the Triggering Event (subject to his continued employment through such date) or, earlier, upon the termination of Mr. Shapiro’s employment without “cause,” for “good reason,” without “good reason” in connection with a “change in control,” or due to death or “disability” (as such terms are defined in the New Agreements).

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In addition, the New Agreements provide that upon the occurrence of a Triggering Event, the Company will grant stock options and restricted stock to the named executive officers representing the following percentages of the Company’s then outstanding shares of common stock after giving effect to any restructuring in connection with a Triggering Event and any equity grants:

It is anticipated that the New Agreements will be amended as of the Effective Date to eliminate these grants.  The amendments provide that Holdings shall grant each executive options and restricted stock under the new Long-Term Incentive Plan in such amounts and subject to such terms as will be determined by the Board and Holdings’ Chief Executive Officer.

Severance will become payable under the New Agreements upon termination of a named executive officer’s employment without “cause” or for “good reason” during the contract term. Mr. Shapiro would be entitled to receive, in addition to a pro-rated target bonus, a lump sum cash amount equal to the greater of (a) the sum of his base salary and target bonus for the remaining balance of the contract term, or (b) three times the sum of his base salary and bonus (calculated based on his annual bonus for the prior year). Mr. Speed would be entitled to receive the greater of (a) the sum of his base salary and target bonus for the remaining balance of the contract term, or (b) two times the sum of his base salary and target bonus. Each other named executive officer would receive an amount equal to the sum of the named executive officer’s base salary for the remaining balance of the contract term and the named executive officer’s annual bonus for the prior year. In addition, each named executive officer will receive twelve months (36 months for Mr. Shapiro) of continued health and life insurance coverage and all outstanding stock options and restricted stock will become fully vested (with stock options generally remaining exercisable for the balance of their terms).

If Mr. Shapiro terminates his employment without “good reason” during the 90 day period following a “significant change in board composition” (i.e., the directors of the Company cease to hold a majority of seats on the Board, plus two additional Board seats), in addition to a pro-rated target bonus, Mr. Shapiro will be entitled to one-half of the severance payments and benefits that he would receive upon a termination without “cause” (as specified above) and full vesting of one-half of all unvested options and shares of restricted stock previously granted to him. It is anticipated, however, that Mr. Shapiro’s New Agreement will be amended as of the Effective Date to eliminate the provision regarding termination in connection with a “significant change in board composition.” If Mr. Shapiro terminates his employment without “good reason” during the 90 day period following a “change in control,” in addition to a pro-rated target bonus, Mr. Shapiro will be entitled to the severance payments and benefits that he would receive upon a termination without “cause” (as specified above). In addition, upon a “change in control” all of Mr. Shapiro’s outstanding stock options and restricted stock fully vest (with continued exercisability of such stock options for the balance of their terms, subject to certain limits).

Upon expiration of the contract term, Mr. Shapiro will be entitled to receive an amount equal to (i) 18 months base salary, plus (ii) his annual bonus for the prior fiscal year, and all of Mr. Shapiro’s outstanding stock options and restricted stock will fully vest (with continued exercisability of such stock options for the balance of their terms, subject to certain limits). In addition, upon expiration of the contract term, each named executive officer will receive a pro-rata target bonus for such year.

As explained under the caption “2010 Compensation Decisions,” amendments have been proposed to Mr. Shapiro’s New Agreement as part of the Plan that will, if approved by the Bankruptcy Court, become effective as of the Effective Date.

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Outstanding Equity Awards at Fiscal Year-End

The following table provides information on the total outstanding equity awards as of December 31, 2009 for each of the named executive officers.  Pursuant to the Plan, however, these awards have no value and will be cancelled as of the Effective Date.

(1)       The vesting dates for the stock options are as follows:

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(2)       The vesting dates for the shares of restricted stock are as follows:

(3)       The market value is based on the closing price of Holdings’ common stock on December 31, 2009 of $0.08 multiplied by the number of shares.

(4)       The stock options granted to Mr. Shapiro are subject to market-based vesting, pursuant to which, subject to Mr. Shapiro’s continuing employment with the Company, (i) 237,500 stock options will vest when the price of Holdings’ common stock is at or above $12.00 per share for a period of 90 days, provided that such stock options may not be exercised prior to the second anniversary of the date of grant, and (ii) 237,500 stock options will vest when the stock price is at or above $15.00 per share for a period of 90 days, provided that such stock options may not be exercised prior to the third anniversary of the date of grant.

Option Exercises and Stock Vested

No stock option awards held by any of the named executive officers were exercised during 2009.  No shares of stock vested during 2009 for any of the named executive officers.

Pension Benefits

The Company’s tax-qualified defined benefit pension plan known as the Six Flags, Inc. Pension Plan was “frozen” effective March 31, 2006, pursuant to which participants (excluding certain union employees) no longer continue to earn future pension benefits.  None of the named executive officers participates in the plan.

Non-Qualified Deferred Compensation

The Company does not offer non-qualified defined contribution or other deferred compensation plans to its executive officers.

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Potential Payments Upon Termination

Description of Severance Provisions

All of the named executive officers have provisions in their New Agreements providing for separation payments and benefits upon certain types of termination of employment.  The Company does not provide for post-termination payments solely in the event of a change in control except in the case of Mr. Shapiro.  The amounts shown and discussed in this section assume that a termination was effective as of December 31, 2009, unless otherwise indicated.  In addition, as explained under the caption “2010 Compensation Decisions,” amendments have been proposed to Mr. Shapiro’s New Agreement as part of the Plan that will, if approved by the Bankruptcy Court, become effective as of the Effective Date.  The summary below is based on the terms of his employment agreement as currently in effect.

Payments Made Upon Death or Disability

Upon a named executive officer’s death or disability, other than with respect to Messrs. Shapiro and Speed, such executive (or his estate and/or beneficiaries) would be entitled to receive (i) unpaid base salary through the date of termination; (ii) any earned but unpaid bonus for the prior year; and (iii) any benefits due to such executive under any of the Company’s employee benefit plans and any payments due to such executive under the terms of any Company program, arrangement or agreement, excluding any severance program ((i), (ii) and (iii) collectively, the “Accrued Amounts”).  All stock options and shares of restricted stock previously granted to such executive would also fully vest.

In addition to the payments and acceleration of equity awards above, each of Messrs. Shapiro and Speed would also be entitled to receive any expenses owed to him by the Company.  Further, Mr. Shapiro (or his estate and/or beneficiaries) would be entitled to receive a lump sum cash payment equal to his target bonus for the year of termination on a pro-rated basis.

Payments Made Upon Termination for Cause

If the Company terminates a named executive officer for “cause,” as defined below, such named executive officer would be entitled to receive the Accrued Amounts.  Each of Messrs. Shapiro and Speed would also be entitled to receive any expenses owed to him by the Company.  Any unvested options and/or shares of restricted stock previously granted to the executive but not yet vested would not be accelerated.

“Cause” is defined under the employment agreements for Messrs. Koskovolis, Quenzel and Schleimer as follows:

·      executive’s willful and continuing failure to substantially perform his duties;

·      executive’s willful malfeasance or gross neglect in the performance of his duties;

·      executive’s conviction of, or plea of guilty or nolo contendere to, the commission of a felony or a misdemeanor involving moral turpitude;

·      the commission by the executive of an act of fraud or embezzlement against the Company or any affiliate; or

·      executive’s willful breach of any material provision of his employment agreement.

“Cause” is defined under the employment agreements for Messrs. Shapiro and Speed as follows:

·      executive’s willful and continuing failure to substantially perform his duties and such failure is not remedied within 15 days after his receipt of written notice from the Company;

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·      executive’s willful malfeasance or gross neglect in the performance of his duties (and with respect to Mr. Shapiro, such malfeasance or neglect results in material harm to the Company);

·      executive’s conviction of, or plea of guilty or nolo contendere to, the commission of a felony or a misdemeanor involving moral turpitude;

·      the commission by the executive of an act of fraud or embezzlement against the Company or any affiliate; or

·      executive’s willful breach of any material provision of his employment agreement and such failure is not remedied within 15 days after his receipt of written notice from the Company (and after the opportunity to appear before the Board, with respect to Mr. Shapiro only).

No act or failure to act by a named executive officer will be considered to be “willful” unless done or omitted to be done by the executive in bad faith or without reasonable belief that the executive’s action or omission was in the best interests of the Company.

Termination Without Cause or For Good Reason

The Company may terminate a named executive officer’s employment without cause and a named executive officer may terminate his employment for “good reason” (as defined below).

In any such event, Messrs. Koskovolis, Quenzel and Schleimer would be entitled to receive (i) the Accrued Amounts; (ii) a lump sum cash severance payment equal to the unpaid balance of the executive’s base salary would have been paid for the balance of the then current term of his New Agreement and the annual bonus received for the most recent completed fiscal year prior to termination, (iii) continued health plan coverage for a period of twelve months on the same basis as such coverage is made available to other executive officers; (iv) continued coverage for a period of twelve months under any Company life insurance plan in which the executive had been participating prior to the date of termination; and (v) full vesting of all stock options and shares of restricted stock previously granted to such executive, with all options remaining exercisable for their originally scheduled term.

Mr. Shapiro would be entitled to receive his base salary and target bonus for the balance of the then current term except that (i) in no event may his lump sum cash severance payment be less than three times the sum of (a) his base salary and (b) his bonus for the immediately preceding fiscal year; (ii) Mr. Shapiro would be entitled to receive continued coverage under health plans, other welfare benefit plans, life insurance and disability insurance policies for thirty-six months and (iii) the vesting of Mr. Shapiro’s equity awards would be accelerated, with all options remaining exercisable for their original term.  Mr. Shapiro would also receive (i) a lump sum cash amount equal to his target bonus for the year of termination on a pro-rated basis and (ii) any expenses owed to him by the Company.

Mr. Speed would be entitled to receive the same benefits as Mr. Shapiro except that (i) in no event may his lump sum cash severance payment be less than two times the sum of (a) his base salary and (b) his target bonus and (ii) the vesting of Mr. Speed’s equity awards would be accelerated, with all options remaining exercisable for their original term.  Mr. Speed would also receive any expenses owed to him by the Company.

“Good Reason” is defined under the employment agreements for Messrs. Speed, Koskovolis, Quenzel and Schleimer to mean the occurrence, without such executive’s express written consent, of:

·      an adverse change in the executive’s title (and with respect to Mr. Speed, a change in his duty to report directly to the Chief Executive Officer);

·      a diminution in the executive’s employment duties, responsibilities or authority or the assignment to executive of duties that are materially inconsistent with his position;

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·      any reduction in base salary (and with respect to Mr. Speed, any reduction in base salary or annual bonus to an amount less than any minimum amount agreed to in his employment agreement);

·      a relocation of executive’s principal place of employment to a location outside of the New York area (and with respect to Mr. Speed, such relocation would unreasonably increase his commute); or

·      any breach by the Company of any material provision of the executive’s employment agreement which is not cured within 15 days after written notice is received from executive.

“Good Reason” is defined under the employment agreement for Mr. Shapiro to mean the occurrence, without such executive’s express written consent, of:

·      an adverse change in the executive’s title or a change in his duty to report directly to the Board with respect to Mr. Shapiro;

·      a diminution in the executive’s employment duties, responsibilities or authority or the assignment to executive of duties that are materially inconsistent with his position;

·      any reduction in base salary, maximum bonus or target bonus set forth in his employment agreement;

·      a relocation of executive’s principal place of employment to a location outside of the New York area that would unreasonably increase his commute;

·      at any time during the term of his employment agreement, the failure to be nominated for election as a director of the Company or the his removal from the Board other than for cause; or

·      any willful breach by the Company of any material provision of the executive’s employment agreement which is not cured within 15 days after written notice is received from executive.

If Mr. Shapiro terminates his employment without “good reason” during the 90 day period following a “significant change in board composition” (i.e., the directors of the Company cease to hold a majority of seats on the Board, plus two additional Board seats), in addition to a pro-rated target bonus, Mr. Shapiro will be entitled to one-half of the severance payments and benefits that he would receive upon a termination without “cause” (as specified above) and full vesting of one-half of all unvested options and shares of restricted stock previously granted to him. If Mr. Shapiro terminates his employment without “good reason” during the 90 day period following a “change in control,” in addition to a pro-rated target bonus, Mr. Shapiro will be entitled to the severance payments and benefits that he would receive upon a termination without “cause” (as specified above). In addition, upon a “change in control” all of Mr. Shapiro’s outstanding stock options and restricted stock fully vest (with continued exercisability of such stock options for the balance of their terms, subject to certain limits).

In order to receive the post-employment payments described above, the named executive officers must agree to provisions regarding confidentiality, return of information, noncompetition (one year) and nonsolicitation of any of the Company’s employees, consultants or independent contractors (one year).  In addition, in order to receive payments in connection with a termination without cause or for good reason, the named executive must execute a waiver and release of any and all claims with respect to the Company.

Upon a change in control, the Shapiro Employment Agreement provides that all previously granted stock options and shares of restricted stock will vest.

Potential Payments Upon Termination of Employment or Change in Control

The table below illustrates payments that would be made to a named executive officer if his employment terminates due to a termination for death or disability, for cause, without cause or for good reason. The table only

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details additional incremental payments that would be owed by the Company to the executive beyond what the named executive officer has already earned.

(1)           Awards of restricted stock would vest.  The market value of such awards is based on the closing price of Holdings’ common stock on December 31, 2009 of $0.08 per share multiplied by the number of shares.

(2)           All stock options would vest.  The intrinsic value of the unexercisable options as of December 31, 2009 was $0 because the exercise price of each option was higher than the stock price of $0.08.

(3)           None of the other named executive officers receive any benefit upon a change in control.

(4)           If, during the 90-day period following a change in control, Mr. Shapiro voluntarily terminates his employment with the Company without Good Reason, he will be entitled to receive 100% of the cash severance payments and benefits provided payable upon a termination without Cause or for Good Reason.  If, during the 90-day period following a significant change in Board composition (the current directors cease to constitute a majority of the then Board plus two additional Board memberships), Mr. Shapiro voluntarily terminates his employment with the Company without Good Reason, he will be entitled to receive 50% of the cash severance payments and benefits provided payable upon a termination without Cause or for Good Reason.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee serves, or has served, as an officer or employee of the Company. In addition, no interlocking relationship exists between the Board or the Compensation Committee and the board of directors or compensation committee of any other company, nor has any such interlocking relationship existed in the past.

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