Attached files
file | filename |
---|---|
8-K - FORM 8-K - DIGITAL RIVER INC /DE | c63608e8vk.htm |
EX-99.1 - EX-99.1 - DIGITAL RIVER INC /DE | c63608exv99w1.htm |
EX-99.2 - EX-99.2 - DIGITAL RIVER INC /DE | c63608exv99w2.htm |
EX-99.3 - EX-99.3 - DIGITAL RIVER INC /DE | c63608exv99w3.htm |
Exhibit 99.4
Summary of Changes to Compensation Program for Digital River, Inc. Executive Officers
Compensation of Chief Executive Officer
Mr. Ronnings salary remains
unchanged at $450,000 per year. The Chief Executive
Officer received a grant of 151,000 performance-based shares, which will vest in accordance with
the performance-based share program described below. In
February 2011, in accordance with the Companys Performance Bonus Plan, the Compensation Committee
approved an annual bonus for the Companys Chief Executive Officer for the Companys performance
for the fiscal year ended December 31, 2010 of $483,820, which was 86% of the target bonus amount.
Compensation of President and Chief Financial Officer
In connection with his promotion, Mr. Donnellys salary was increased to $360,000 per year and
he received a restricted stock grant in the amount of 10,000 shares, subject to a four-year
vesting. In addition, Mr. Donnelly received a grant of 55,000 performance-based shares, which will
vest in accordance with the performance-based share program described
below. In February 2011, in accordance with the Companys Performance Bonus Plan, the
Compensation Committee approved an annual bonus for the Companys Chief Financial Officer for the
Companys performance for the fiscal year ended December 31, 2010 of $258,038, which was 86% of the
target bonus amount.
Compensation of Vice President and General Counsel
Mr. Cruddens salary was increased to $275,000 per year. In addition, Mr. Crudden received a
grant of 20,000 performance-based shares, which will vest in accordance with the performance-based
share program described below. In February 2011, in accordance
with the Companys Performance Bonus Plan, the Compensation Committee approved an annual
bonus for the Companys Vice President and General Counsel for the Companys performance for the
fiscal year ended December 31, 2010 of $112,594, which was 90% of the target bonus amount.
Vesting of Performance-Based Shares
For the 2011 fiscal year, performance-based shares shall vest upon the attainment of
performance goals related to revenue, operating income and net income. If, and only if, the
performance goals are attained, the shares will vest 25% on the first anniversary of the date of
grant, and 25% thereafter on the second, third and fourth anniversaries of the date of grant. If
the performance goals for fiscal year 2011 are not attained, then the performance-based shares will
either be forfeited or the number of performance-based shares will be adjusted downward in
proportion to the goals achieved. All performance-based shares are granted under the 2007 Equity
Incentive Plan and are subject to the terms and conditions of the plan and the Performance Share
Agreement.