000-19960
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02-0405716
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(Commission File Number)
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(IRS Employer Identification No.)
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Quorum Office Park
271 Mill Road
Chelmsford, Massachusetts
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01824
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(Address of Principal Executive Offices)
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(Zip Code)
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Item 2.02.
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Results of Operations and Financial Condition
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Executive (Title)
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Base Salary
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Target Cash Bonus
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RSU Award
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|||||||||
Michael A. Morrison (CEO)
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$ | 285,000 | — | 50,000 | ||||||||
Murray P. Fish (CFO)
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$ | 210,000 | $ | 60,000 | — | |||||||
Harvey C. Gross (VP, Product Management and Development)
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$ | 205,000 | $ | 60,000 | 12,500 |
Executive
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Bonus Allocation(1)
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Murray P. Fish
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50% on Plan Revenue(2)
50% on Plan Net Income(3)
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Harvey C. Gross
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100% on Plan Revenue(2)
(provided Net Income is positive after payout of cash bonuses)
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(1)
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The aggregate bonus pay outs as calculated above cannot exceed 50% of the Net Income otherwise earned by Datawatch (as calculated prior to applying the bonuses). If the aggregate bonus calculations exceed this 50% threshold, the individual bonuses will be reduced either proportionally or otherwise, at the discretion of the Compensation Committee, to reach the 50% threshold.
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(2)
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The Plan Revenue related bonus is eligible for pay out beginning at performance of 80% of Plan Revenue. The payout eligibility at 80% of Plan Revenue will be at 60% of the allocated bonus amount and the payout eligibility will scale up to 100% linearly. (For instance, performance at 90% of Plan Revenue will be eligible for pay out at 80% of the allocated bonus amount.) Performance over 100% of Plan Revenue will be eligible for pay out at a 2 to 1 rate up to 120% of Plan Revenue. (For instance, performance at 115% of Plan Revenue will be eligible for pay out at 130% of the allocated bonus amount.) Performance over 120% of Plan Revenue will be eligible for pay out at a 1 to 1 rate, up to a maximum of
175% of the allocated bonus amount.
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(3)
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The Plan Net Income related bonus will be eligible for pay out beginning at performance of 50% of Plan Net Income. The payout eligibility at 50% of Plan Net Income will be at 25% of the allocated bonus amount and the payout eligibility will scale up to 100% linearly. (For instance, performance at 80% of Plan Net Income will be eligible for pay out at 70% of the allocated bonus amount.) Performance over 100% of Plan Net Income will be eligible for pay out at a 1.5 to 1 rate up to a maximum of 120% of Plan Net Income. (For instance, performance at 105% of Plan Net Income will be eligible for pay out at 107.5% of the allocated bonus amount, and the maximum bonus at 120% performance will be eligible for pay
out at 130% of the allocated bonus amount.)
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Item 9.01
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Financial Statements and Exhibits
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Exhibit No.
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Description
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99.1
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Press release issued by Datawatch Corporation, dated January 26, 2012.
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DATAWATCH CORPORATION
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Date: January 26, 2012
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By:
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/s/ Murray P. Fish
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Name: Murray P. Fish
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Title: Chief Financial Officer
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99.1
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Press release issued by Datawatch Corporation, dated January 26, 2012.
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