##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal period ended December 31, 2007
 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 000-51064
 GREAT WOLF RESORTS, INC.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    51-0510250(I.R.S. Employer
Identification No.)122 West Washington Avenue 
Madison, Wisconsin 53703(Address of principal executive offices)
    
    53703(Zip Code)
 Registrants telephone number, including area code
608 661-4700
 Securities registered pursuant to Section 12(b) of the Act:
None
 Securities registered pursuant to Section 12(g) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share
    
    NASDAQ Global Market
 o þ
 o þ
 þ o
 þ
  o þ o o
  o þ




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##### 



Great Wolf Resorts, Inc.
 Annual Report on Form 10-K
For the Year Ended December 31, 2007
 INDEX
  PART IIIItem 10.
Directors and Executive Officers and Corporate Governance of the Registrant
    
    
    3Item 11. Executive Compensation
    
    
    8Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    37Item 13. Certain Relationships and Related Transactions
    
    
    40Item 14. Principal Accountant Fees and Services
    
    
    41Certification of CEOCertification of CFOCertification of CEO Pursuant to Section 1350Certification of CFO Pursuant to Section 1350
   Table of Contents to Form 10-K/A (Amendment No. 1)
 PageNo.PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    
    3Item 11. Executive Compensation
    
    
    8Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    37Item 13. Certain Relationships and Related Transactions
    
    
    40Item 14. Principal Accountant Fees and Services
    
    
    41PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    42Signatures
    
    
    43
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PART III
 
 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 THE BOARD OF DIRECTORS
  JOSEPH V. VITTORIA,age 72
    
    Mr. Vittoria has served as
Chairman of the Board and a
director of our company since
2006. Mr. Vittoria is the
retired chairman and chief
executive officer of Travel
Services International, a
company he founded and took
public in July 1997 and later
sold to a large British tour
operator. In 1982, he joined
Avis, Inc., as chief
operating officer, and later
was named chairman and chief
executive officer. He was
selected as the salaried and
management representative to
the board of United Airlines
in 1994 when it created its
ESOP. He now is Chairman and
CEO of Puradyn Filter
Technologies, Inc. and
Chairman of Flexcar Inc.
Active in
community-enhancement
programs, Vittoria served as
a director of the National
Crime Prevention Counsel in
Washington, D.C. He later
served on President Reagans
Child Safety Partnership in
recognition of his efforts on
behalf of missing children.
He also is a former member of
the board of directors of the
National Center for
Disability Services. Mr.
Vittoria was elected to the
Travel Industry Association
Hall of Leaders in 2000. He
holds a B.S. in civil
engineering from Yale
University and an M.B.A. from
Columbia University. Mr.
Vittoria currently serves as
one of our independent
directors and as a member of
our Compensation Committee.Committees: CompensationJOHN EMERY,age 44
    
    Mr. Emery has served as our
Chief Executive Officer and a
director of our company since
we commenced operations in
May 2004. From January 2004
until completion of the
initial public offering of
our common stock (the IPO),
Mr. Emery served as the Chief
Executive Officer of The
Great Lakes Companies, Inc.
From 1995 to 2003, Mr. Emery
served in a number of
management positions at
Interstate Hotels & Resorts,
Inc., a public company and
the nations largest
independent third-party hotel
management company, most
recently as president and
chief operating officer.
Additionally, from 1995 to
2002, Mr. Emery served in a
number of management
positions at MeriStar
Hospitality Corporation, a
public company and then one
of the nations largest hotel
real estate investment
trusts, most recently as
president and chief operating
officer. He currently serves
on the Pamplin College of
Business advisory council at
Virginia Tech and is
executive director of the
Stone Circle Foundation, a
private, non-profit
organization.Committees: NoneELAN BLUTINGER,age 52
    
    Mr. Blutinger has been a
managing director of Alpine
Consolidated, LLC, a merchant
bank specializing in
consolidating fragmented
industries, since 1996. Mr.
Blutinger serves as a
director of Mountain
Reservations, a
venture-backed consumer
travel and lodging company.
Mr. Blutinger served as a
director of Hotels.com,
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a
public company, and as
chairman of its special
committee to sell the
company, from 2001 to 2003.
Mr. Blutinger was a founder
and director of Resortquest
International, a public
company, from 1996 to 2003, a
founder and director of
Travel Services
International, a public
company, from 1996 to 2001,
and a director of Online
Travel Services (UK), a
public company. from 2000 to
2004. Mr. Blutinger is a
trustee of the Washington
International School in
Washington, D.C. He holds
B.A. and J.D. degrees from
American University and an
M.A. degree from the
University of California at
Berkeley. Mr. Blutinger
currently serves as one of
our independent directors and
as chair of our Nominating
and Corporate Governance
Committee and as a member of
our Audit Committee. Mr.
Blutinger has been a director
of our company since 2004.Committees: Audit; Nominating and
Corporate Governance (Chairman)RANDY L. CHURCHEY,age 47
    
    Mr. Churchey was the
President and Chief Executive
Officer of Golden Gate
National Senior Care (the
successor to Beverly
Enterprises), the second
largest long-term care
company in the United States,
from March 2006 to September
2007. Mr. Churchey is
Co-chairman of the board of
MCR Development, LLC, a
private hotel construction
and management company. Mr.
Churchey served as President
and Chief Operating Office of
RFS Hotel Investors, Inc., a
NYSE-listed hotel real estate
investment trust, from 1999
to 2003. Mr. Churchey served
as a director of RFS from
2000 through 2003. From 1997
to 1999, he was Senior Vice
President and Chief Financial
Officer of FelCor Lodging
Trust, Inc., a NYSE-listed
hotel real estate investment
trust. For nearly 15 years
prior to joining FelCor, Mr.
Churchey held various
positions in the audit
practice of Coopers &
Lybrand, LLP. Mr. Churchey
holds a B.S. degree in
accounting from the
University of Alabama and is
a certified public
accountant. Mr. Churchey
currently serves as one of
our independent directors and
as chair of our Audit
Committee and as a member of
our Compensation Committee.
Mr. Churchey has been a
director of our company since
2004.Committees: Audit (Chairman); CompensationMICHAEL M. KNETTER, age 44
    
    Mr. Knetter joined the
University of
Wisconsin-Madison School of
Business as its dean in July
2002. From June 1997 to July
2002, Dean Knetter was
associate dean of the MBA
program and professor of
international economics in
the Amos Tuck School of
Business at Dartmouth
College. Dean Knetter has
served as a senior staff
economist for the Presidents
Council of Economic Advisors
for former presidents George
H.W. Bush and William
Jefferson Clinton and has
been a consultant to the
International Monetary Fund.
Dean Knetter is a research
associate for the National
Bureau of Economic Research
and a Trustee of Lehman
Brothers/First Trust Income
Opportunity Fund and the
Lehman Brothers Liquid Assets
Trust. Dean Knetter currently serves as one of our independent
directors and as a member of our Nominating and Corporate Governance
Committee. Dean Knetter has
served as one of our
independent directors since
2004.Committees: Nominating and Corporate
GovernanceEDWARD H. RENSI,age 63
    
    Mr. Rensi spent 33 years at
McDonalds, where he rose
from grill man up through the
management ranks to positions
of increasing scope and
responsibility, as regional
vice president, senior vice
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president operations and
training, senior executive
vice president, chief
operating officer of
McDonalds World Wide, and,
from 1984 to 1998, president
and CEO of McDonalds USA.
Following his retirement from
McDonalds in 1998, Mr. Rensi
began a second career as
chairman and CEO of Team
Rensi Motorsports. Mr. Rensi
graduated from The Ohio State
University with a degree in
business education. He
serves on the boards of
directors of Snap On
Incorporated, a public
company, International
Speedway Corporation (ISC) and the
National Italian American
Foundation. He also serves
on the Compensation Committee
for ISC and the Snap On
boards. Mr. Rensi currently
serves as one of our
independent directors and as
a member of our Nominating
and Corporate Governance
Committee. Mr. Rensi has
been a director of our
company since 2006.Committees: Nominating and Corporate
GovernanceHOWARD A. SILVER,age 53
    
    Mr. Silver was the president
and chief executive officer
of Equity Inns, Inc., a
public, self-advised hotel
real estate investment trust,
until its sale to Whitehall
Global Real Estate Funds in
October 2007. Mr. Silver
joined Equity Inns in 1994
and served in various
capacities including:executive vice president of
finance, secretary,
treasurer, chief financial
officer and chief operating
officer. Mr. Silver has been
a certified public accountant
since 1980. Mr. Silver is a
director of Capital Lease
Funding, Inc., a public
triple net lease real estate
investment trust, and serves
on its audit committee as
chairman, as well as serving
on the nomination and
investment committees. He is
also on the board of managers
of GHII, LLC, a national
hotel furniture and equipment
provider. Mr. Silver
currently serves as one of
our independent directors and
as chair of our Compensation
Committee and as a member of
our Audit Committee. Mr.
Silver has been a director of
our company since 2004.Committees: Audit; Compensation
(Chairman)
 THE EXECUTIVE OFFICERS
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JAMES A. CALDER,age 45
    
    Mr. Calder has served as our Chief Financial
Officer since we commenced operations in May 2004.
From 1997 to 2004, Mr. Calder served in a number
of management positions with Interstate Hotels &
Resorts, Inc., a public company, and its
predecessor company, serving most recently as
chief financial officer. Additionally, from 2001
to 2002, Mr. Calder served as chief accounting
officer of MeriStar Hospitality Corporation, a
public company. From 1995 to 1997, Mr. Calder
served as senior vice president and corporate
controller of ICF Kaiser International, Inc., a
public consulting and engineering company. Prior
to that time, from 1984 to 1995, Mr. Calder worked
for Deloitte & Touche LLP in various capacities,
serving most recently as senior manager for the
real estate industry. Mr. Calder holds a Bachelor
of Science degree in Accounting from The
Pennsylvania State University. Mr. Calder is a
certified public accountant and is president and
treasurer of the Thomas W. Hetrick Memorial
Scholarship Fund, a private, non-profit
organization.
 ALEXANDER P. LOMBARDO,age 39
    
    Mr. Lombardo has served as our Treasurer
since 2004. From 1998 to 2004, Mr. Lombardo
served in a number of positions with
Interstate Hotels & Resorts, Inc., a public
company, and its predecessor company,
serving most recently as vice president of
finance. Additionally, from 1998 to 2002,
Mr. Lombardo served in a number of positions
with MeriStar Hospitality Corporation, a
public company, serving most recently as
assistant treasurer. From 1996 to 1998, Mr.
Lombardo served as cash manager of ICF
Kaiser International, Inc., a public
company. Mr. Lombardo holds a Bachelor of
Business Administration degree from James
Madison University.HERNAN R. MARTINEZ,age 55
    
    Mr. Martinez, President of Development,
joined the company in April 2004. From 2002
to 2004, Mr. Martinez was principal for
Urbana Partners, a real estate advisory
company serving international, private and
institutional investors. From 2000 to 2002,
he served as chief operating officer for
American Skiing Company Resort Properties
and Executive Vice President of its parent,
American Skiing Company, a public company.
Before that, Mr. Martinez was Managing
Director for Tishman Speyer Properties. Mr.
Martinez holds a Diploma in Architecture
from the University of Buenos Aires,
Argentina, a Post-Graduate Diploma in Urban
Development Planning, Development Planning
Unit from the University College, London,
U.K. and a Masters of Business
Administration from Stanford University.KIMBERLY K. SCHAEFER,age 42
    
    Ms. Schaefer has served as our Chief
Operating Officer since 2005. Prior to that
she served as our Chief Brand Officer since
we commenced operations in May 2004. From
1997 until completion of the IPO, Ms.
Schaefer served as Senior Vice President of
Operations of The Great Lakes Companies,
Inc. and its predecessor companies. At
Great Lakes, Ms. Schaefer was involved in
site selection and brand development and
oversaw all resort operations. Ms. Schaefer
has over 18 years of hospitality experience
and holds a Bachelor of Science degree in
Accounting from Edgewood College in Madison,
Wisconsin. Ms. Schaefer sits on the advisory
board for Edgewood College Business School.
Ms. Schaefer is a certified public
accountant.
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J. MICHAEL SCHROEDER,age 40
    
    Mr. Schroeder has served
as our General Counsel
and Corporate Secretary
since we commenced
operations in May 2004.
From 1999 until
completion of the IPO,
Mr. Schroeder served in
several senior
management positions for
The Great Lakes
Companies, Inc., most
recently as Senior Vice
President and General
Counsel. From 1993 to
1999, Mr. Schroeder was
associated with several
law firms in New York,
New York and Greenwich,
Connecticut where he
specialized in real
estate, real estate
finance and corporate
law, with a focus on the
hospitality industry.
Mr. Schroeder holds a
Juris Doctor degree from
Duke University School
of Law and a Bachelor of
Science degree in
Finance from the
University of Colorado.
 CORPORATE GOVERNANCE
 Section 16(a) Beneficial Ownership Reporting Compliance
   No Change in Director Nomination Process
  Audit Committee
  
    
    reviews and discusses with management and our independent registered public accounting
firm our financial reports, financial statements and other financial information;
    
    makes decisions concerning the appointment, retention, compensation, evaluation and
dismissal of our independent registered public accounting firm;
    
    reviews with our independent registered public accounting firm the scope and results of
the audit engagement;
    
    approves all professional services provided by our independent registered public
accounting firm;
    
    reviews the experience, performance and independence of our independent registered public
accounting firm;
    
    considers appropriateness of the audit and non-audit fees;
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
    
    reviews the adequacy of our internal accounting and financial controls; and
    
    reviews any significant disagreements among the companys management and our independent
registered public accounting firm in connection with preparation of our companys financial
statements.
  Availability of Corporate Governance Materials.
  
 ITEM 11. EXECUTIVE COMPENSATION
 EXECUTIVE AND DIRECTOR COMPENSATION
 Report of the Compensation Committee
  
 COMPENSATION DISCUSSION AND ANALYSIS
  
    
    Establishing and administering compensation policies;
    
    Setting salaries of and awarding performance-based cash bonuses to our senior
executives, including our Named Executive Officers (NEOs);
    
    Determining grants of equity awards under our incentive stock plan; and
    
    Reviewing the performance and development of management.
  
    
    Structuring our various compensation programs;
    
    Determining appropriate levels of salary, bonus and other awards payable to our NEOs
consistent with our competitive strategy, corporate governance principles and
stockholder interests; and
    
    Guiding us in the development of near-term individual performance objectives
necessary to achieve long-term performance goals.
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General Compensation Policy/Philosophy
   
    
    Design and implement a compensation program to attract, retain and motivate talented
executives;
    
    Provide incentives for the attainment of short-term operating objectives and
strategic long-term performance goals; and
    
    Place emphasis on, and reward achievement of, long-term objectives that are
consistent with the nature of our company as an enterprise focused on resort unit growth
and brand expansion/development over the next several years.
  
    
    John Emery, Chief Executive Officer (Principal Executive Officer)
    
    James A. Calder, Chief Financial Officer (Principal Financial Officer)
    
    Hernan R. Martinez, President of Development Division
    
    Kimberly K. Schaefer, Chief Operating Officer
    
    J. Michael Schroeder, General Counsel and Corporate Secretary
   2007 Executive Officer Compensation
  
    
    base salaries,
    
    annual incentives, and
    
    long-term incentives.
  Competitive Peer Groups
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Bluegreen Corporation
    
    Red Lion Hotels CorporationCedar Fair
    
    Silverleaf Resorts, Inc.Gaylord Entertainment Company
    
    Six Flags, Inc.ILX Resorts Incorporated
    
    Steiner Leisure LimitedIsle of Capri Casinos, Inc.
    
    Vail Resorts, Inc.Nevada Gold & Casinos, Inc.
  Executive Compensation Structure
  
    
    Base salaries at a level commensurate with each executives role/responsibilities,
tenure and other factors, based on median market practices.
    
    Short-term incentive compensation consisting of annual cash incentive bonuses based
on specified threshold, target and high earnings levels, defined as follows:
 
    
    Threshold performance  solid achievement but falls short of expectations. Would
be considered less than meeting a budget plan. This represents the minimum level of
performance that must be achieved before any bonus will be earned.
    
    Target performance  achievement that normally signifies meeting business
objectives. In many situations, represents budget level performance.
    
    High performance  significant achievement that would be considered upper-tier or
exceptional performance by industry standards.
 
    
    Long-term incentive compensation in the form of restricted stock grants based on
specified threshold, target and high earnings levels, consisting of:
 
    
    annual equity grants with performance metrics and
    
    multi-year program equity grants with performance metrics and/or time-based
vesting.
  
    
    The Compensation Committee designed annual cash incentives and long-term incentives
for these four NEOs that creates an overall compensation program that can provide for
superior compensation when primary company-wide financial goals are met or exceeded,
and, conversely, total compensation below competitive levels when such goals are not
met. The Compensation Committee believes this is an appropriate structure for these
four NEOs due to their broad responsibilities for overseeing our overall performance in
financial, development and operating areas.
    
    For executive officers other than Messrs. Emery, Calder and Martinez and Ms.
Schaefer, the Compensation Committee feels a total compensation structure that is less
likely to provide total compensation significantly above or below competitive levels is
appropriate, due to other executive officers having less broad overall responsibilities
for overseeing our overall performance.
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Elements of Compensation
  
    
    base salary,
    
    annual cash incentive and
    
    long-term incentive compensation.
  Base Salary
     2007 Base
    
    Increase FromSalary
    
    Prior Base SalaryName
    
    ($)
    
    (%)Mr. Emery
    
    
    475,000
    
    
    
    14.2Mr. Calder
    
    
    285,000
    
    
    
    9.6Mr. Martinez
    
    
    375,000
    
    
    
    Ms. Schaefer
    
    
    340,000
    
    
    
    9.7Mr. Schroeder
    
    
    260,000
    
    
    
    4.0
 Annual Cash Incentive
   
    
    Corporate  overall corporate performance is the primary dimension for executive and
senior management.
    
    Team/Unit  refers to key functional areas. This dimension is utilized to link
individuals to the performance of their collective work group and is intended to foster
cooperation.
    
    Individual  refers to specific goals and objectives developed for each individual
participant.
 
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2007 Annual Incentive OpportunityThreshold
    
    Target
    
    MaximumName
    
    (%)
    
    ($)
    
    (%)
    
    ($)
    
    (%)
    
    ($)Mr. Emery
    
    
    50.0
    
    
    
    237,500
    
    
    
    100.0
    
    
    
    475,000
    
    
    
    150.0
    
    
    
    712,500Mr. Calder
    
    
    37.5
    
    
    
    106,875
    
    
    
    75.0
    
    
    
    213,750
    
    
    
    112.5
    
    
    
    320,625Mr. Martinez
    
    
    37.5
    
    
    
    140,625
    
    
    
    75.0
    
    
    
    281,250
    
    
    
    112.5
    
    
    
    421,875Ms. Schaefer
    
    
    37.5
    
    
    
    127,500
    
    
    
    75.0
    
    
    
    255,000
    
    
    
    112.5
    
    
    
    382,500
   
    
    Our company achieving certain levels of Adjusted EBITDA for 2007;
    
    Our company achieving certain levels of Adjusted EPS for 2007; and
    
    The individual achieving certain individual, business unit and/or departmental
performance goals in 2007, as determined by the Compensation Committee.
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Threshold
    
    Target
    
    MaximumFinancial Measure
    
    ($)
    
    ($)
    
    ($)Adjusted EBITDA
    
    47.5 million
    
    50.0 million
    
    52.5 millionAdjusted EPS
    
    
    (0.03
    )
    
    
    (0.02
    )
    
    
    (0.01
    )
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Individual/Business Unit/DepartmentalAdjusted EBITDA
    
    Adjusted EPS
    
    Performance GoalsName
    
    (%)
    
    (%)
    
    (%)Mr. Emery
    
    
    60
    
    
    
    20
    
    
    
    20Mr. Calder
    
    
    60
    
    
    
    20
    
    
    
    20Mr. Martinez
    
    
    40
    
    
    
    
    
    
    
    60Ms. Schaefer
    
    
    60
    
    
    
    20
    
    
    
    20
  
    
    We achieved Adjusted EBITDA of $51.1 million, an amount in excess of 102% of the
Adjusted EBITDA financial target amount as established by the Compensation Committee.
The Compensation Committee, however, elected to cap the calculation amount for the
Adjusted EBITDA financial factor at $50.0 million, the Adjusted EBITDA financial target
amount as established by the Compensation Committee, resulting in 66.7% of the maximum
potential payout for that financial factor being earned.
    
    We achieved Adjusted EPS of $0.03, an amount in excess of the Adjusted EPS maximum
amount as established by the Compensation Committee, resulting in 100% of the potential
payout for that financial factor being earned.
    
    The Compensation Committee determined the individual/departmental goal achievements
for NEOs as follows: Mr. Emery  95%; Mr. Calder  95%; Mr. Martinez  60%; and Ms.
Schaefer  95%.
   
    
    If an executives cash bonus payment would have been
$50,000 and they elected this shares-in-lieu-of-cash option for the entire amount of their bonus, he or she would receive
$62,500 of shares.
    
    The dollar value of shares to be received is divided by a conversion price as determined
by the Compensation Committee in order to determine the number of shares each officer
receives.
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Cash BonusCash Bonus
    
    as aAmount
    
    Percentage ofEarned
    
    Base SalaryName
    
    ($)
    
    (%)Mr. Emery
    
    
    562,875
    
    
    
    118.5Mr. Calder
    
    
    253,294
    
    
    
    88.9Mr. Martinez
    
    
    264,375
    
    
    
    70.5Ms. Schaefer
    
    
    302,175
    
    
    
    88.9Mr. Schroeder
    
    
    52,000
    
    
    
    20.0
  Shares In Lieu ofCash Bonus
    
    Cash BonusName
    
    ($)
    
    (#)Mr. Emery
    
    
    
    
    
    
    93,068Mr. Calder
    
    
    
    
    
    
    41,881Mr. Martinez
    
    
    
    
    
    
    43,713Ms. Schaefer
    
    
    
    
    
    
    49,963Mr. Schroeder
    
    
    52,000
    
    
    
    
 Long-Term Incentives
    
    
    annual equity grant amounts for 2007 and
    
    multi-year program equity grant amounts for the three-year period 2007-2009.
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Establishing 2007 Award Amounts
  
    
    First, based on benchmarking data as supplied by FPL, we computed the total maximum
annual dollar value of stock-based compensation award (combined annual equity grant and
one year of multi-year program equity grant) amount as a percentage of each officers
January 1, 2007 base salary. Applicable percentages and the resulting maximum annual
dollar value amounts were as follows:
 Percentage of BaseSalary Used toJanuary 1, 2007
    
    Compute Maximum
    
    Maximum AnnualBase Salary
    
    Annual Dollar Value
    
    Dollar ValueName
    
    ($)
    
    (%)
    
    ($)Mr. Emery
    
    
    475,000
    
    
    
    225.0
    
    
    
    1,068,750Mr. Calder
    
    
    285,000
    
    
    
    112.5
    
    
    
    320,625Mr. Martinez
    
    
    375,000
    
    
    
    60.0
    
    
    
    225,000Ms. Schaefer
    
    
    340,000
    
    
    
    112.5
    
    
    
    382,500
  
    
    Second, for each officer, the total maximum annual dollar value was split between (a)
annual equity grant amounts and (b) multi-year program equity grant amounts. Based on
recommendations from FPL, the applicable splits for each officer were as follows:
 One Year of Multi-Year ProgramAnnual Equity Grant
    
    Equity GrantName
    
    (%)
    
    ($)
    
    (%)
    
    ($)Mr. Emery
    
    
    60
    
    
    
    641,250
    
    
    
    40
    
    
    
    427,500Mr. Calder
    
    
    60
    
    
    
    192,375
    
    
    
    40
    
    
    
    128,250Mr. Martinez
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    225,000Ms. Schaefer
    
    
    60
    
    
    
    229,500
    
    
    
    40
    
    
    
    153,000
 
    
    Third, since the multi-year program equity grant was designed to cover a three-year
period (2007-2009), the One Year of Multi-Year Program Equity Grant amounts in the
table above were multiplied by three to obtain a total maximum multi-year program equity
grant dollar amount for the three-year period (2007-2009). As a result, the total
maximum dollar values for the combination of (a) the annual equity grant and (b) all
three years of the multi-year program equity grant were as follows:
 Total MaximumThree Years of
    
    Dollar Value ofAnnual Equity
    
    Multi-Year Program
    
    Stock-BasedGrant
    
    Equity Grant
    
    Compensation(2007)
    
    (2007-2009)
    
    AwardsName
    
    ($)
    
    ($)
    
    ($)Mr. Emery
    
    
    641,250
    
    
    
    1,282,500
    
    
    
    1,923,750Mr. Calder
    
    
    192,375
    
    
    
    384,750
    
    
    
    577,125Mr. Martinez
    
    
    
    
    
    
    675,000
    
    
    
    675,000Ms. Schaefer
    
    
    229,500
    
    
    
    459,000
    
    
    
    688,500
 
    
    Fourth, for each officer, the Total Maximum Dollar Value of Stock-Based Compensation
Awards amount listed above was then converted to a maximum total number of shares to be
awarded by dividing (a) the total maximum dollar value amount by (b) $13.96, the closing
price of our common stock on NASDAQ on December 31, 2006 (the last trading day
 16




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##### Table of Contents



in the year ended December 31, 2006). Based on this conversion, the maximum number of
            shares to be awarded to each officer was as follows:
 Annual Equity
    
    Multi-Year ProgramGrant
    
    Equity Grant
    
    TotalName
    
    (#)
    
    (#)
    
    (#)Mr. Emery
    
    
    45,935
    
    
    
    91,869
    
    
    
    137,804Mr. Calder
    
    
    13,780
    
    
    
    27,560
    
    
    
    41,340Mr. Martinez
    
    
    
    
    
    
    48,352
    
    
    
    48,352Ms. Schaefer
    
    
    16,440
    
    
    
    32,880
    
    
    
    49,320
 Determining Amounts of 2007 Awards Earned
  
    
    With regard to each officers annual equity grant amount, those factors included:
 
    
    A portion of the award amount was earned based on our common stock performance in
calendar year 2007 relative to the Russell 2000 stock index total return in calendar
year 2007. Under this performance criterion, an individual earned a portion of his
or her total potential award amount if our stock performance for 2007 was 80% or
greater than the performance of the Russell 2000 stock index. The individual earned
less than the full portion amount of his or her award amount if our stock
performance was less than 120% of the Russell 2000 stock indexs performance, and
earned no award under this performance criterion if our stock performance was less
than 80% of the Russell 2000 stock indexs performance.
    
    A portion of the award amount was earned based on the individual achieving
certain individual, business unit and/or departmental performance goals in 2007, as
determined by the Compensation Committee.Weightings for Messrs. Emery, and Calder and Ms. Schaefer for the 2007 annual equity
grant amounts were as follows:
 Individual/Business Unit/Relative Common
    
    DepartmentalStock Performance
    
    Performance GoalsName
    
    (%)
    
    (%)Mr. Emery
    
    
    75.0
    
    
    
    25.0Mr. Calder
    
    
    75.0
    
    
    
    25.0Ms. Schaefer
    
    
    50.0
    
    
    
    50.0
 
    
    With regard to each officers multi-year program equity grant amount, those factors
included:
 
    
    A portion of the award amount may be earned based on our common stock performance
in the three-year period 2007-2009 relative to the total return of a relevant stock
index, as designated by the Compensation Committee, for the three-year period
2007-2009. Under this performance criterion, an individual may earn a portion of
his or her total potential award amount if our stock performance for the three-year
period 2007-2009 was 80% or greater than the performance of a relevant stock index
designated by the Compensation Committee. The individual will earn less than the
full portion amount of his or her award amount if our stock performance for the
three-year period 2007-2009 is less than 120% of the designated indexs performance,
and will earn no award under this performance criterion if our stock performance for
the three-year period 2007-2009 is 80% or less of the designated indexs
performance.
    
    A portion of the award amount may be earned based on our common stock absolute
performance in the three-year period 2007-2009. Under this performance criterion,
an individual may earn a portion of his or her total potential award amount if our
stock performance for the three-year period 2007-2009 exceeds a threshold compounded
annual return for the three-year period 2007-2009. The individual will earn less
than the full portion amount of his or her award amount if our stock performance for
the three-year period 2007-2009 is less than a maximum compounded annual return, and
will earn no award under this performance criterion if our stock performance for the
three-year period 2007-2009 is less than the threshold compounded annual return.
 17




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##### Table of Contents




    
    A portion of the award amount is time-based (that is, award amounts may be earned
based on continuous employment with us over the vesting period).Weightings for Messrs. Emery, Calder and Martinez and Ms. Schaefer for the 2007-2009
multi-year program equity grant amounts are as follows:
 Relative Common
    
    Absolute CommonStock Performance
    
    Stock Performance
    
    Time-BasedName
    
    (%)
    
    (%)
    
    (%)Mr. Emery
    
    
    37.5
    
    
    
    37.5
    
    
    
    25.0Mr. Calder
    
    
    37.5
    
    
    
    37.5
    
    
    
    25.0Mr. Martinez
    
    
    50.0
    
    
    
    50.0
    
    
    
    Ms. Schaefer
    
    
    37.5
    
    
    
    37.5
    
    
    
    25.0
  
    
    Our common stock decreased 29.7% in 2007 and the Russell 2000 stock index decreased
2.7%. Therefore, our common stock performance was not at least 80% of the Russell
2000s performance. As a result, none of the potential payout for that financial factor
was earned (that is, the NEOs earned no shares for 2007 under the relative common stock
performance factor).
    
    The Compensation Committee determined the individual/business unit/department goal
achievements for NEOs as follows: Mr. Emery  85%; Mr. Calder  95%; Mr. Martinez 
60%; and Ms. Schaefer  95%.
   Vesting of Awards
  
    
    For annual equity grant amounts, shares earned vest 1/3 on issuance; 1/3 on December
31, 2008; and 1/3 on December 31, 2009.
    
    For multi-year equity grant amounts, shares earned vest 1/2 on December 31, 2009 and
1/2 on December 31, 2010.
  Mr. Emery
    
    Mr. Calder
    
    Ms. SchaeferAmounts
    
    Amounts
    
    AmountsVesting
    
    Vesting
    
    Vesting
    
    VestingDate
    
    (#)
    
    (#)
    
    (#)2/25/08
    
    
    3,254
    
    
    
    1,091
    
    
    
    2,60312/31/08
    
    
    3,254
    
    
    
    1,091
    
    
    
    2,60312/31/09
    
    
    3,253
    
    
    
    1,091
    
    
    
    2,603
  
    
    For shares granted under the 2007 annual equity grant program, vesting of the shares
will accelerate upon a termination of the officer by the company without cause, a
termination by the officer for good reason, death or disability, or a change in control
of the company. Officers will forfeit all unvested annual equity grant awards upon
termination by the company with cause or a voluntary termination by the officer without
good reason.
    
    For shares granted under the 2007-2009 multi-year equity grant program, vesting of
the shares will accelerate upon a termination of the officer by the company without
cause, a termination by the officer for good reason, death or disability,
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##### Table of Contents



or a change in
control of the company. From January 1, 2007 through December 31, 2008, individuals
would be entitled to a pro-rated amount of awards with respect to the relative and
absolute common stock performance portions of their grant based on the companys
performance up until the time of the triggering termination event. After December 31,
2008, the relative and absolute common stock performance would be assessed, projected
out through December 31, 2009, and the corresponding number of awards would be deemed
earned had the program lasted through December 31, 2009. Awards with respect to
time-based shares would at all times be deemed fully vested upon a change in control of
the company. Officers will forfeit all unvested multi-year equity grant program awards
upon termination by the company with cause or a voluntary termination by the officer
without good reason.
 Grant Valuation Parameters
   19




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##### Table of Contents



Stock Ownership Guidelines
  Other Compensation
   Nonqualified Deferred Compensation Plan
    
    
    Mandatory annual matching contributions to the plan for each participant equal to the
lesser of (a) 4% of the participants base salary or (b) the participants annual
deferrals to the plan. Matching contributions are reduced by the maximum amount of
matching contributions the executive was eligible to receive in our 401(k) plan for the
fiscal year.
    
    Discretionary annual profit-sharing contributions equal to up to 150% of the annual
matching contribution.
    Tax Deductibility of Compensation
  20




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##### Table of Contents



Employment Agreements
   
    
    Base salaries subject to annual review and periodic increases, if any, as determined
by the Compensation Committee.
    
    Annual bonus eligibility based on criteria determined by the Compensation Committee.
    
    Eligibility to participate in our benefit plans at identical participation costs
offered to all of our employees eligible to participate in those plans.
    
    Eligibility to have business expenses reimbursed, subject to reimbursement policies
to which all of our employees are subject equally.
    
    Severance payment due under various termination scenarios.
    
    Covenants for the applicable NEO not to compete with us.
  Change of Control and Severance Payments
     21




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EXECUTIVE COMPENSATION TABLES AND DISCUSSION
 SUMMARY COMPENSATION TABLE
  Non-EquityOption
    
    Incentive Plan
    
    All OtherStock Awards
    
    Awards
    
    Compensation
    
    CompensationSalary
    
    (1)(3)
    
    (2)(3)
    
    (4)
    
    (5)
    
    TotalName and Principal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)John Emery
    
    
    2007
    
    
    
    475,000
    
    
    
    678,019
    
    
    
    545,598
    
    
    
    562,875
    
    
    
    37,102
    
    
    
    2,298,594Chief Executive
Officer
(Principal
Executive Officer)
    
    
    2006
    
    
    
    416,000
    
    
    
    274,534
    
    
    
    562,556
    
    
    
    301,600
    
    
    
    18,675
    
    
    
    1,573,365James A. Calder
    
    
    2007
    
    
    
    285,000
    
    
    
    224,509
    
    
    
    155,885
    
    
    
    253,294
    
    
    
    27,072
    
    
    
    945,760Chief Financial
Officer
(Principal
Financial Officer)
    
    
    2006
    
    
    
    260,000
    
    
    
    128,697
    
    
    
    160,728
    
    
    
    188,500
    
    
    
    11,608
    
    
    
    749,533Hernan R. Martinez
    
    
    2007
    
    
    
    375,000
    
    
    
    521,475
    
    
    
    233,829
    
    
    
    264,375
    
    
    
    69,737
    
    
    
    1,464,416President of
Development
Division
    
    
    2006
    
    
    
    375,000
    
    
    
    463,246
    
    
    
    241,095
    
    
    
    150,000
    
    
    
    31,304
    
    
    
    1,260,245Kimberly K. Schaefer
    
    
    2007
    
    
    
    340,000
    
    
    
    255,990
    
    
    
    155,885
    
    
    
    302,175
    
    
    
    28,215
    
    
    
    1,082,265Chief Operating
Officer
    
    
    2006
    
    
    
    310,000
    
    
    
    153,440
    
    
    
    160,728
    
    
    
    224,750
    
    
    
    8,534
    
    
    
    857,452J. Michael Schroeder
    
    
    2007
    
    
    
    257,308
    
    
    
    20,070
    
    
    
    116,915
    
    
    
    52,000
    
    
    
    24,622
    
    
    
    470,915General Counsel
and Corporate
Secretary
    
    
    2006
    
    
    
    250,000
    
    
    
    
    
    
    
    120,548
    
    
    
    50,000
    
    
    
    9,231
    
    
    
    429,779
 
 (1)
    
    Stock Award amounts reported in the table above for 2007 consist of the following
items: 22




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Stock Award
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mr.Component
    
    Mr. Emery
    
    Mr. Calder
    
    Mr. Martinez
    
    Ms. Schaefer
    
    SchroederAnnual Equity Grant  Relative Common Stock Performance:Amount expensed ($)
    
    
    249,804
    
    
    
    74,939
    
    
    
    
    
    
    
    59,603
    
    
    
    Shares earned (#)
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/AAnnual Equity Grant  Performance Goals:Amount expensed ($)
    
    
    50,148
    
    
    
    15,048
    
    
    
    
    
    
    
    35,892
    
    
    
    Shares earned (#)
    
    
    3,254
    
    
    
    1,091
    
    
    
    N/A
    
    
    
    2,603
    
    
    
    N/AMulti-Year Program Equity Grant  Relative/Absolute Common Stock Performance:Amount expensed ($)
    
    
    149,592
    
    
    
    44,870
    
    
    
    104,981
    
    
    
    53,535
    
    
    
    Shares earned (#)
    
    To be determined at12/31/09
    
    To be determined at 12/31/09
    
    To be determined at 12/31/09
    
    To bedetermined at12/31/09
    
    
    N/AMulti-Year Program Equity Grant  Time-Based:Amount expensed ($)
    
    
    87,756
    
    
    
    26,328
    
    
    
    
    
    
    
    31,416
    
    
    
    Shares earned (#)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/AOther Time-Based:Amount expensed ($)
    
    
    
    
    
    
    
    
    
    
    350,400
    
    
    
    
    
    
    
    20,070Shares earned (#)
    
    
    N/A
    
    
    
    N/A
    
    
    
    30,000
    
    
    
    N/A
    
    
    
    1,500Incremental value for electing to receive stock in lieu of cash bonus (see Note (4) below):Amount expensed ($)
    
    
    140,719
    
    
    
    63,324
    
    
    
    66,094
    
    
    
    75,544
    
    
    
    Shares earned (#)
    
    
    18,614
    
    
    
    8,376
    
    
    
    8,743
    
    
    
    9,993
    
    
    
    N/ATotals:Amount expensed ($)
    
    
    678,019
    
    
    
    224,509
    
    
    
    521,475
    
    
    
    255,990
    
    
    
    20,070Shares earned (#)
    
    
    21,868
    
    
    
    9,467
    
    
    
    38,743
    
    
    
    12,596
    
    
    
    1,500
  23




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##### Table of Contents



value to the executive (that is, whether or not the executive earns any
portion of the award based on the actual performance of our common stock in relation to the
relevant market condition).For example:
    
    The table above includes amounts for Annual Equity Grant  Relative Common Stock
Performance. Those awards were eligible to be earned based on our common stock
performance in calendar year 2007 relative to the Russell 2000 stock index total return
in calendar year 2007. Those stock awards were market condition awards, as explained in
the paragraph above. Based on our common stocks performance in 2007, the executives
did not earn any shares under this portion of the annual equity grant. In accordance
with generally accepted accounting principles, however, we expensed amounts for these
market condition stock awards. Amounts expensed for these awards (and reflected as a
component of the Stock Awards amount in the tables above) for which no shares were or
will be earned are as follows: Mr. Emery  $249,804; Mr. Calder  $74,939; and Ms.
Schaefer  $59,603.
    
    The table above includes amounts for Multi-Year Program Equity Grant 
Relative/Absolute Common Stock Performance. Those awards were eligible to be earned
based on our common stock performance in the three-year period 2007-2009 relative to the
Russell 2000 stock index total return and in absolute terms. Those stock awards are
also market condition awards. In accordance with generally accepted accounting
principles, however, we will expense (and include as a part of the Stock Awards values
in the table above) amounts for these market condition stock awards during the
three-year period 2007-2009, regardless of the amount of shares, if any, the executives
earn on these awards. The shares, if any, the executives may earn will not be
determined until the end of 2009
 (2)
    
    Under generally accepted accounting principles, the fair value amounts of our grants of
option awards are determined at their grant date. That full value amount as of the grant date
is then expensed ratably over the vesting period of the options. The amount we record as
expense on our financial statements (and which is listed as Option Awards in the table above)
is based on the value assigned to the options at the grant date; that value is then recorded
as expense regardless of whether the options ever have any intrinsic value to the executive
(that is, whether or not the price of our common stock ever exceeds the option exercise
price).For example, all of the option awards we have recorded as expense for our NEOs (and reflected
under Option Awards in the table above) relate to stock options we granted to our NEOs in
December 2004. Because those options were subject to a three-year vesting period, we
recognized expense related to those options in 2004, 2005, 2006 and 2007. The exercise price
for all of those options is $17.00 per share. For all of 2006 and 2007, however, our common
stock traded at values below $17.00 per share. As a result, at no time in 2006 or 2007 did
the stock options awarded to our NEOs in 2004 have any intrinsic value to those NEOs.(3)
    
    The value reported for Stock Awards and Option Awards for each executive is the aggregate
cost recognized in our financial statements for such awards. These values can include the
cost in a year for awards granted in prior years. The costs for awards made during 2007 and
2006 were determined in accordance with Statement of Financial
Accounting Standards No. 123(R), Share-Based Payment(SFAS 123(R)), and the costs for awards made prior to 2006 were
determined in accordance with the modified prospective transition method under SFAS 123(R).
The assumptions for making the valuation determinations are set forth in the footnote or
footnote sections to our financial statements captioned Stock Based Compensation or
Share-Based Compensation in each of our Forms 10-K for the fiscal years 2004 through 2007.
For additional information on these awards, see the Grants of Plan-Based Awards table, below.(4)
    
    This column includes amounts earned under our annual cash incentives bonus plan for 2007, as
discussed in the Compensation Discussion and Analysis above. For 2007 annual cash incentives
bonus amounts to be paid in 2008, we offered our NEOs the opportunity to take some or all of
their bonus in shares of our companys common stock in lieu of cash. If an executive elected
to receive shares, they received shares having a market value equal to 125% of the cash they
would have otherwise received. Amounts shown in this column represent the cash bonus that
each executive earned, regardless of whether the executive elected to take all or part of
their cash bonus in the form of shares of our common stock; any incremental value as a result
of an executive taking all or part of their bonus in the form of shares is included in the
Stock Awards column (see Note (1) above). Cash and share amounts earned were paid in February
and March 2008.(5)
    
    All Other Compensation consists of our contributions to executives accounts in our qualified
401(k) plan and our non-tax qualified deferred compensation plan, and personal benefits and
perquisites consisting of housing allowances for certain executives. Pursuant to SEC rules,
perquisites and personal benefits are not reported for any executive officer for whom such
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##### Table of Contents



CompanyContributions toCompany
    
    DeferredContributions to
    
    Compensation
    
    Housing401(k) Plan
    
    Plan
    
    Allowance
    
    TotalName
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)Mr. Emery
    
    
    2007
    
    
    
    3,155
    
    
    
    33,947
    
    
    
    
    
    
    
    37,1022006
    
    
    
    6,368
    
    
    
    12,307
    
    
    
    
    
    
    
    18,675Mr. Calder
    
    
    2007
    
    
    
    3,365
    
    
    
    23,707
    
    
    
    
    
    
    
    27,0722006
    
    
    
    1,608
    
    
    
    10,000
    
    
    
    
    
    
    
    11,608Mr. Martinez
    
    
    2007
    
    
    
    3,565
    
    
    
    36,172
    
    
    
    30,000
    
    
    
    69,7372006
    
    
    
    3,173
    
    
    
    10,823
    
    
    
    17,308
    
    
    
    31,304Ms. Schaefer
    
    
    2007
    
    
    
    4,500
    
    
    
    23,715
    
    
    
    
    
    
    
    28,2152006
    
    
    
    3,100
    
    
    
    5,434
    
    
    
    
    
    
    
    8,534Mr. Schroeder
    
    
    2007
    
    
    
    4,357
    
    
    
    20,265
    
    
    
    
    
    
    
    24,6222006
    
    
    
    5,000
    
    
    
    4,231
    
    
    
    
    
    
    
    9,231
 Deferred Compensation
  25




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2007 GRANTS OF PLAN-BASED AWARDS
 Estimated Future Payouts Under Non-
    
    Estimated Future Payouts Under EquityEquity Incentive Plan Awards (1)
    
    Incentive Plan Awards (2)Grant DateFair Valueof Stock andOptionGrant
    
    
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Awards (3)Name
    
    Date
    
    Type of Grant
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    ($)Annual CashMr. Emery
    
    N/A
    
    Incentive
    
    
    237,500
    
    
    
    475,000
    
    
    
    712,500
    
    
    
    
    
    
    
    
    
    
    
    Annual EquityGrant - RelativeCommon Stock3/5/2007
    
    Performance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,484
    
    
    
    22,968
    
    
    
    34,451
    
    
    
    249,804Annual EquityGrant -Performance3/5/2007
    
    Goals
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,828
    
    
    
    7,656
    
    
    
    11,484
    
    
    
    150,440Multi-YearProgram EquityGrant - RelativeCommon Stock3/5/2007
    
    Performance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,484
    
    
    
    22,968
    
    
    
    34,451
    
    
    
    229,202Multi-YearProgram EquityGrant -AbsoluteCommon Stock3/5/2007
    
    Performance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,484
    
    
    
    22,968
    
    
    
    34,451
    
    
    
    283,704Multi-YearProgram EquityGrant - Time-3/5/2007
    
    Based
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,967
    
    
    
    22,967
    
    
    
    22,967
    
    
    
    300,868Annual CashMr. Calder
    
    N/A
    
    Incentive
    
    
    106,875
    
    
    
    213,750
    
    
    
    320,625
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Annual EquityGrant - RelativeCommon Stock3/5/2007
    
    Performance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,445
    
    
    
    6,890
    
    
    
    10.335
    
    
    
    74,939Annual EquityGrant -Performance3/5/2007
    
    Goals
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,148
    
    
    
    2,297
    
    
    
    3,445
    
    
    
    45,129Multi-YearProgram EquityGrant - RelativeCommon Stock3/5/2007
    
    Performance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,445
    
    
    
    6,890
    
    
    
    10.335
    
    
    
    68,759Multi-YearProgram EquityGrant -AbsoluteCommon Stock3/5/2007
    
    Performance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,445
    
    
    
    6,890
    
    
    
    10.335
    
    
    
    85,109Multi-YearProgram EquityGrant - Time-3/5/2007
    
    Based
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,890
    
    
    
    6,890
    
    
    
    6,890
    
    
    
    90,259Annual CashMr. Martinez
    
    N/A
    
    Incentive
    
    
    140,625
    
    
    
    281,250
    
    
    
    421,875
    
    
    
    
    
    
    
    
    
    
    
    Multi-YearProgram EquityGrant - RelativeCommon Stock3/5/2007
    
    Performance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,059
    
    
    
    16,117
    
    
    
    24,176
    
    
    
    160,843
 26




---



##### Table of Contents



Estimated Future Payouts Under Non-
    
    Estimated Future Payouts Under EquityEquity Incentive Plan Awards (1)
    
    Incentive Plan Awards (2)Grant DateFair Valueof Stock andOptionGrant
    
    
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Awards (3)Name
    
    Date
    
    Type of Grant
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    ($)Multi-YearProgram EquityGrant -AbsoluteCommon Stock3/5/2007
    
    Performance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,059
    
    
    
    16,117
    
    
    
    24,176
    
    
    
    199,089Annual CashMs. Schaefer
    
    N/A
    
    Incentive
    
    
    127,500
    
    
    
    255,000
    
    
    
    382,500
    
    
    
    
    
    
    
    
    
    
    
    Annual EquityGrant - RelativeCommon Stock3/5/2007
    
    Performance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,740
    
    
    
    5,480
    
    
    
    8,220
    
    
    
    59,603Annual EquityGrant -Performance3/5/2007
    
    Goals
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,740
    
    
    
    5,480
    
    
    
    8,220
    
    
    
    107,682Multi-YearProgram EquityGrant - RelativeCommon Stock3/5/2007
    
    Performance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,110
    
    
    
    8,220
    
    
    
    12,330
    
    
    
    82,031Multi-YearProgram EquityGrant -AbsoluteCommon Stock3/5/2007
    
    Performance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,110
    
    
    
    8,220
    
    
    
    12,330
    
    
    
    101,538Multi-YearProgram EquityGrant - Time-3/5/2007
    
    Based
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,220
    
    
    
    8,220
    
    
    
    8,220
    
    
    
    107,682Annual CashMr. Schroeder
    
    N/A
    
    Incentive
    
    
    
    
    
    
    65,000
    
    
    
    130,000
    
    
    
    
    
    
    
    
    
    
    
    4/1/2007
    
    Time-Based
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    133,800
 
 (1)
    
    The amounts reported in the columns include potential payouts corresponding to the
achievement of the threshold, target, and maximum performance objectives under our annual cash
incentive plan, as discussed in the Compensation Discussion and Analysis above. The actual
payments for performance under this plan for the fiscal year are reported in the Summary
Compensation Table above.(2)
    
    The amounts reported in the columns include potential payouts corresponding to the
achievement of the threshold, target, and maximum performance objectives for awards under our
long-term incentive plan, as discussed in the Compensation Discussion and Analysis above. The
actual award amounts earned for 2007 are also discussed in the Compensation Discussion and
Analysis above.(3)
    
    The amount represents the grant date fair value is the value of Stock and Option Awards (that
is, those made under an Equity Incentive Plan) granted in 2007 as determined in accordance
with SFAS 123(R), disregarding that we recognize the value of the awards for financial
reporting purposes over the service period of the awards. The grant date fair value shown is
calculated based in the maximum potential future payout number of shares. POTENTIAL PAYMENT UPON TERMINATION OR CHANGE OF CONTROL
  Employment Agreements
  27




---



##### Table of Contents




    
    Termination of employment by us (1) in the event of death, (2) in the event of
disability, (3) for cause, (4) without cause, or (5) due to non-renewal of an employment
contract; and
    
    Termination of employment by the executive (1) as a voluntary termination, (2) for
good reason or (3) due to non-renewal of an employment contract.
    Termination Events
  
    
    Death or Disability. The NEO would be entitled to receive base salary and annual
bonus, if any, which were due and payable on the date the executives employment
terminated.
    
    For Cause.The NEO would be entitled to receive base salary and annual bonus, if
any, which were due and payable on the date the executives employment was terminated
for cause. Termination for cause is a termination due to:
 
    
    the executive being convicted of, pleading guilty to, or confessing or otherwise
admitting to any felony or any act of fraud, misappropriation or embezzlement;
    
    an act or omission by the executive involving malfeasance or gross negligence in
the performance of the executives duties and responsibilities to the material
detriment of our company;
    
    the executive breaching affirmative or negative covenants or undertakings
described in the employment agreement, such as the agreements non-compete
provisions; or
    
    the executive violating our code of conduct if the consequence of such violation
ordinarily would be a termination of their employment by us.
 
    
    Without cause.The NEO would be entitled to receive, in lump sum payments:
 
    
    an amount equal to 100% (200% in the case of Mr. Emery) of their then-current
annual base salary and most recently paid annual bonus; and
    
    an amount equal to 36 times our monthly contribution on behalf of the executive
under health and welfare plans in which the executive participates.
  
    
    Any person or group acquires 30% or more of our stock;
    
    The majority of the members of our Board of Directors changes in any two-year
period;
    
    A merger or sale of our company to another company or any sale or disposition of
50% or more of our assets or business; or
    
    A merger or consolidation where our stockholders hold 60% or less of the voting
power to vote for members of the Board of Directors of the new entity.
 
    
    Non-renewal by company. The NEO would be entitled to receive the same benefits as
for a termination without cause as described above.
 28




---



##### Table of Contents




    
    Voluntary. The NEO would be entitled to receive base salary and annual bonus, if
any, which were due and payable on the date the executives employment terminated.
    
    Good Reason. Termination by the executive for good reason is a termination due to:
 
    
    A material reduction or, after a change of control, any reduction in the
executives base salary or a material reduction in the executives opportunity to
receive any annual bonus and stock option grants;
    
    A material reduction in the scope, importance or prestige of the executives
duties, responsibilities or powers at the company or the executives reporting
relationships within the company;
    
    Transferring the executives primary work site from the executives primary work
site on the date the employment agreement was signed;
    
    After a change of control, a change in the executives job title or employee
benefit plans, programs and policies; or
    
    A material breach or, after a change of control, any breach of the employment
agreement.
  
    
    Non-renewal by the executive. The NEO would be entitled to receive base salary and
annual bonus, if any, which were due and payable on the date the executives employment
terminated.
 Conditions to Receipt of Payment
  
    
    competing with us within 50 miles of a location where we conduct or are planning to
conduct our business;
    
    inducing or attempting to induce any customers or potential customers from conducting
business with us; or
    
    hiring or attempting to hire our employees.
  Summary of Payments Due Under Different Termination Events
  29




---



##### Table of Contents



Health and
    
    Excise TaxWelfare
    
    Gross-UpSalary Due
    
    Bonus Due
    
    Payment
    
    Payment
    
    Total DueName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Mr. Emery- Death,
disability,
termination for
cause, voluntary
termination,
non-renewal by
executive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    - Termination
without cause, for
good reason or
non-renewal by
company (all
assuming no change
of control)
    
    
    950,000
    
    
    
    603,200
    
    
    
    20,881
    
    
    
    583,505
    
    
    
    2,157,586- Termination
without cause, for
good reason or
non-renewal by
company (all
assuming a change
of control)
    
    
    1,425,000
    
    
    
    904,800
    
    
    
    20,881
    
    
    
    1,372,923
    
    
    
    3,723,604Mr. Calder- Death,
disability,
termination for
cause, voluntary
termination,
non-renewal by
executive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    - Termination
without cause, for
good reason or
non-renewal by
company (all
assuming no change
of control)
    
    
    285,000
    
    
    
    188,500
    
    
    
    14,855
    
    
    
    
    
    
    
    488,355- Termination
without cause, for
good reason or
non-renewal by
company (all
assuming a change
of control)
    
    
    570,000
    
    
    
    377,000
    
    
    
    14,855
    
    
    
    505,347
    
    
    
    1,467,202Mr. Martinez- Death,
disability,
termination for
cause, voluntary
termination,
non-renewal by
executive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    - Termination
without cause, for
good reason or
non-renewal by
company (all
assuming no change
of control)
    
    
    375,000
    
    
    
    150,000
    
    
    
    14,855
    
    
    
    
    
    
    
    539,855- Termination
without cause, for
good reason or
non-renewal by
company (all
assuming a change
of control)
    
    
    750,000
    
    
    
    300,000
    
    
    
    14,855
    
    
    
    1,021,661
    
    
    
    2,086,516Ms. Schaefer- Death,
disability,
termination for
cause, voluntary
termination,
non-renewal by
executive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    - Termination
without cause, for
good reason or
non-renewal by
company (all
assuming no change
of control)
    
    
    340,000
    
    
    
    224,750
    
    
    
    24,966
    
    
    
    220,091
    
    
    
    809,807- Termination
without cause, for
good reason or
non-renewal by
company (all
assuming a change
of control)
    
    
    680,000
    
    
    
    449,500
    
    
    
    24,966
    
    
    
    658,495
    
    
    
    1,812,961Mr. Schroeder- Death,
disability,
termination for
cause, voluntary
termination,
non-renewal by
executive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    - Termination
without cause, for
good reason or
non-renewal by
company (all
assuming no change
of control)
    
    
    260,000
    
    
    
    50,000
    
    
    
    32,764
    
    
    
    
    
    
    
    342,764- Termination
without cause, for
good reason or
non-renewal by
company (all
assuming a change
of control)
    
    
    520,000
    
    
    
    100,000
    
    
    
    32,764
    
    
    
    287,790
    
    
    
    940,554
 30




---



##### Table of Contents



Stock Option Agreements
  
    
    termination of the executives employment by the company without cause and
    
    termination of the executives employment by the executive for good reason.
   Awards Under Stock Grant Agreements, Annual Equity Grants and Multi-Year Program Equity Grants
  Shares WithVesting
    
    Value RealizedAccelerated
    
    on Vesting (1)Name
    
    (#)
    
    ($)Mr. Emery
    
    
    22,967
    
    
    
    225,306Mr. Calder
    
    
    6,891
    
    
    
    67,601Mr. Martinez
    
    
    120,000
    
    
    
    1,177,200Ms. Schaefer
    
    
    8,220
    
    
    
    80,638Mr. Schroeder
    
    
    10,000
    
    
    
    98,100
 
 (1)
    
    The value realized is based on the closing price of our common stock on NASDAQ on
December 31, 2007, which was $9.81.  
    
    For shares granted under the 2007 annual equity grant program, vesting of the shares
will accelerate upon a termination of the officer by the company without cause, a
termination by the officer for good reason, death or disability, or a change in control
of the company. Officers will forfeit all unvested annual equity grant awards upon
termination by the company with cause or a voluntary termination by the officer without
good reason.
    
    For shares granted under the 2007-2009 multi-year equity grant program, vesting of
the shares will accelerate upon a termination of the officer by the company without
cause, a termination by the officer for good reason, death or disability, or a change in
control of the company. From January 1, 2007 through December 31, 2008, individuals
would be entitled to a pro-rated amount of awards with respect to the relative and
absolute common stock performance portions of their grant based on the companys
performance up until the time of the triggering termination event. After December 31,
2008, the relative and absolute common stock performance would be assessed, projected
out through December 31, 2009, and the corresponding number of awards would be deemed
earned had the program lasted through December 31, 2009. Awards with respect to
time-based shares would at all times be deemed fully vested upon a change in control of
the company. Officers will forfeit all unvested multi-year equity grant program awards
upon termination by the company with cause or a voluntary termination by the officer
without good reason.
 31




---



##### Table of Contents



Shares WithVesting
    
    Value RealizedAccelerated
    
    on Vesting (1)Name
    
    (#)
    
    ($)Mr. Emery
    
    
    45,935
    
    
    
    450,622Mr. Calder
    
    
    13,780
    
    
    
    135,182Ms. Schaefer
    
    
    16,440
    
    
    
    161,276
 
 (1)
    
    The value realized is based on the closing price of our common stock on NASDAQ on
December 31, 2007, which was $9.81. Deferred Compensation Plan
   OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
  Option Awards
    
    Stock AwardsEquity IncentiveEquity Incentive
    
    Plan Awards:Number of
    
    Market
    
    Plan Awards;
    
    Market orShares or
    
    Value of
    
    Number of
    
    Payout Value ofNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    Units of
    
    Shares or
    
    Unearned
    
    UnearnedSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    Stock
    
    Units of
    
    Shares, Units or
    
    Shares, Units orUnderlying
    
    Underlying
    
    Option
    
    
    
    
    
    That Have
    
    Stock That
    
    Other Rights
    
    Other RightsUnexercised
    
    Unexercised
    
    Exercise
    
    Option
    
    Not
    
    Have Not
    
    That Have Not
    
    That Have NotOptions
    
    Options (1)
    
    Price
    
    Expiration
    
    Vested (1)
    
    Vested (2)
    
    Vested (1)
    
    Vested (2)Name
    
    (# Exer)
    
    (# Unexer)
    
    ($)
    
    Date
    
    (#)
    
    ($)
    
    (#)
    
    ($)Mr. Emery
    
    
    350,000
    
    
    
    
    
    
    $
    17.00
    
    
    
    12/20/2014
    
    
    
    22,967
    
    
    
    225,306
    
    
    
    78,663
    
    
    
    771,684Mr. Calder
    
    
    100,000
    
    
    
    
    
    
    $
    17.00
    
    
    
    12/20/2014
    
    
    
    6,891
    
    
    
    67,601
    
    
    
    23,943
    
    
    
    234,881Mr. Martinez
    
    
    150,000
    
    
    
    
    
    
    $
    17.00
    
    
    
    12/20/2014
    
    
    
    120,000
    
    
    
    1,177,200
    
    
    
    48,352
    
    
    
    474,333Ms. Schaefer
    
    
    100,000
    
    
    
    
    
    
    $
    17.00
    
    
    
    12/20/2014
    
    
    
    8,220
    
    
    
    80,638
    
    
    
    32,469
    
    
    
    318,521Mr. Schroeder
    
    
    75,000
    
    
    
    
    
    
    $
    17.00
    
    
    
    12/20/2014
    
    
    
    10,000
    
    
    
    98,100
    
    
    
    
    
    
    
    
 
 (1)
    
    The following table shows the vesting dates of the outstanding Option Awards and Stock
Awards that were unvested as of December 31, 2007: Mr.
    
    Ms.
    
    Mr.Mr. Emery
    
    Mr. Calder
    
    Martinez
    
    Schaefer
    
    SchroederAmounts
    
    Amounts
    
    Amounts
    
    Amounts
    
    AmountsAward
    
    Vesting
    
    Vesting
    
    Vesting
    
    Vesting
    
    Vesting
    
    VestingType
    
    Date
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)Stock
    
    1/1/08
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    Stock
    
    2/25/08
    
    
    3,254
    
    
    
    1,091
    
    
    
    
    
    
    
    2,603
    
    
    Stock
    
    4/1/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,000
 32




---



##### Table of Contents



Mr.
    
    Ms.
    
    Mr.Mr. Emery
    
    Mr. Calder
    
    Martinez
    
    Schaefer
    
    SchroederAmounts
    
    Amounts
    
    Amounts
    
    Amounts
    
    AmountsAward
    
    Vesting
    
    Vesting
    
    Vesting
    
    Vesting
    
    Vesting
    
    VestingType
    
    Date
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)Stock
    
    12/31/08
    
    
    3,254
    
    
    
    1,091
    
    
    
    
    
    
    
    2,603
    
    
    Stock
    
    1/1/09
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    Stock
    
    4/1/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,000Stock
    
    12/31/09
    
    
    49,188
    
    
    
    14,871
    
    
    
    24,176
    
    
    
    19,043Stock
    
    1/1/10
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    Stock
    
    4/1/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,000Stock
    
    12/31/10
    
    
    45,934
    
    
    
    13,780
    
    
    
    24,176
    
    
    
    16,440Stock
    
    1/1/11
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    Stock
    
    4/1/11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,000Stock
    
    4/1/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,000
 
 (2)
    
    The Market Value is based on the closing price of our common stock on NASDAQ on December 31,
2007, which was $9.81. OPTION EXERCISES AND STOCK VESTED
  Option Awards
    
    Stock AwardsNumber of Shares Acquired
    
    Value Realized
    
    Number of Shares Acquired
    
    Value Realizedon Exercise
    
    on Exercise
    
    on Vesting
    
    on VestingName
    
    (#)
    
    ($)
    
    (#)
    
    ($)Mr. Emery
    
    
    
    
    
    
    
    
    
    
    39,340
    
    
    
    525,976Mr. Calder
    
    
    
    
    
    
    
    
    
    
    18,441
    
    
    
    246,556Mr. Martinez
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    692,500Ms. Schaefer
    
    
    
    
    
    
    
    
    
    
    21,987
    
    
    
    293,966Mr. Schroeder
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 PENSION BENEFITS
  NONQUALIFIED DEFERRED COMPENSATION
  Executive
    
    Registrant
    
    
    
    
    
    AggregateContributions in Last
    
    Contributions in Last
    
    Aggregate Earnings in
    
    Withdrawals/
    
    Aggregate Balance atFY
    
    FY
    
    Last FY (1)
    
    Distributions
    
    Last FYE (2)Name
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Mr. Emery
    
    
    19,615
    
    
    
    33,947
    
    
    
    (470,776
    )
    
    
    
    
    
    
    1,355,191Mr. Calder
    
    
    11,785
    
    
    
    23,707
    
    
    
    (45,170
    )
    
    
    
    
    
    
    199,197Mr. Martinez
    
    
    19,365
    
    
    
    36,172
    
    
    
    12,944
    
    
    
    
    
    
    
    117,375Ms. Schaefer
    
    
    34,408
    
    
    
    23,715
    
    
    
    (4,032
    )
    
    
    
    
    
    
    81,200Mr. Schroeder
    
    
    10,385
    
    
    
    20,265
    
    
    
    2,941
    
    
    
    
    
    
    
    59,828
 
 (1)
    
    The values in this column include aggregate notional earnings during 2007 of each NEOs
account in the deferred compensation plan. Aggregate notional earnings in this table are not
reported in the Summary Compensation Table because they are based on market rates that are
determined by reference to available benchmark investment alternatives offered under the Plan.(2)
    
    This column includes amounts of each NEOs total deferred compensation plan account as of
December 31, 2007. The following table reports the portion of the Aggregate Balance that was
reported as base salary and bonus compensation in the Summary Compensation Tables in our prior
year proxies since we became a public company on December 20, 2004. 33




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##### Table of Contents



Amounts that werereported as compensationin prior year proxiesName
    
    ($)Mr. Emery
    
    
    2,107,692Mr. Calder
    
    
    232,693Mr. Martinez
    
    
    30,154Ms. Schaefer
    
    
    18,499Mr. Schroeder
    
    
    18,847
 Narrative to the Nonqualified Deferred Compensation Table
  2007 AnnualRate of ReturnBenchmark Investment (Ticker Symbol)
    
    (%)Growth Fund of America (GFAFX)
    
    
    11.0Artisan International (ARTIX)
    
    
    19.7Baron Growth (BGRFX)
    
    
    6.6First Trust Institutional Money Market
    
    
    3.4PIMCO All Asset (PASAX)
    
    
    7.9Skyline Special Equities (SKSEX)
    
    
    (9.9
    )Van Kampen Growth & Income (ACGIX)
    
    
    2.6Vanguard Mid-Cap Index (VIMSX)
    
    
    6.0Vanguard S&P500 Index (VFINX)
    
    
    5.4Vanguard Total Bond Market Index (VBMFX)
    
    
    6.9Great Wolf Resorts, Inc. common stock (WOLF)
    
    
    (29.7
    )
   34




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##### Table of Contents



DIRECTOR COMPENSATION
  Fees Earned
    
    
    
    
    
    Optionor Paid in
    
    Stock Awards
    
    AwardsCash
    
    (1)(2)(3)
    
    (1)(2)(3)
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)Joe Vittoria
    
    
    78,813
    
    
    
    9,723
    
    
    
    14,983
    
    
    
    103,519Elan Blutinger
    
    
    59,125
    
    
    
    21,493
    
    
    
    27,699
    
    
    
    108,317Randy Churchey
    
    
    66,375
    
    
    
    21,493
    
    
    
    27,699
    
    
    
    115,567Michael Knetter
    
    
    49,938
    
    
    
    21,493
    
    
    
    27,699
    
    
    
    99,130Alissa Nolan (4)
    
    
    32,938
    
    
    
    21,493
    
    
    
    27,699
    
    
    
    82,130Ed Rensi
    
    
    49,938
    
    
    
    9,723
    
    
    
    14,983
    
    
    
    74,644Howard Silver
    
    
    67,000
    
    
    
    21,493
    
    
    
    27,699
    
    
    
    116,192
 
 (1)
    
    The value reported for Stock Awards and Option Awards for each individual is the aggregate
cost recognized in our 2007 financial statements for such awards. These values include the
cost in 2007 for awards granted in prior years. The costs for awards made during 2007 and
2006 are determined in accordance with Statement of Financial Accounting Standards No. 123(R),
Share-Based Payment(SFAS 123(R)), and the costs for awards made prior to 2006 are determined
in accordance with the modified prospective transition method under SFAS 123(R). The
assumptions for making the valuation determinations are set forth in the footnote or footnote
sections to our financial statements captioned Stock Based Compensation or Share-Based
Compensation in each of our Forms 10-K for the fiscal years 2004 through 2007.(2)
    
    The following table shows the number of outstanding Stock Awards and Option Awards held
by each non-employee director as of December 31, 2007: Stock Awards
    
    Option AwardsExercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableName
    
    (#)
    
    (#)
    
    (#)
    
    (#)Mr. Vittoria
    
    
    
    
    
    
    3,519
    
    
    
    2,500
    
    
    
    5,000Mr. Blutinger
    
    
    1,000
    
    
    
    5,519
    
    
    
    10,834
    
    
    
    1,666Mr. Churchey
    
    
    1,000
    
    
    
    5,519
    
    
    
    10,834
    
    
    
    1,666Mr. Knetter
    
    
    1,000
    
    
    
    5,519
    
    
    
    10,834
    
    
    
    1,666Mr. Rensi
    
    
    
    
    
    
    3,519
    
    
    
    2,500
    
    
    
    5,000Mr. Silver
    
    
    1,000
    
    
    
    5,519
    
    
    
    10,834
    
    
    
    1,666
  35




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##### Table of Contents



Mr.
    
    Mr.
    
    Mr.
    
    Mr.
    
    Mr.Vittoria
    
    Blutinger
    
    Churchey
    
    Knetter
    
    Rensi
    
    Mr. SilverAmounts
    
    Amounts
    
    Amounts
    
    Amounts
    
    Amounts
    
    AmountsAward
    
    Vesting
    
    Vesting
    
    Vesting
    
    Vesting
    
    Vesting
    
    Vesting
    
    VestingType
    
    Date
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)Stock
    
    5/23/2008
    
    
    
    
    
    
    1,000
    
    
    
    1,000
    
    
    
    1,000
    
    
    
    
    
    
    
    1,000Stock
    
    5/30/2008
    
    
    1,173
    
    
    
    1,173
    
    
    
    1,173
    
    
    
    1,173
    
    
    
    1,173
    
    
    
    1,173Option
    
    6/3/2008
    
    
    
    
    
    
    1,666
    
    
    
    1,666
    
    
    
    1,666
    
    
    
    
    
    
    
    1,666Option
    
    11/20/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500
    
    
    Option
    
    11/21/2008
    
    
    2,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    5/23/2009
    
    
    
    
    
    
    1,000
    
    
    
    1,000
    
    
    
    1,000
    
    
    
    
    
    
    
    1,000Stock
    
    5/30/2009
    
    
    1,173
    
    
    
    1,173
    
    
    
    1,173
    
    
    
    1,173
    
    
    
    1,173
    
    
    
    1,173Option
    
    11/20/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500
    
    
    Option
    
    11/21/2009
    
    
    2,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    5/30/2010
    
    
    1,173
    
    
    
    1,173
    
    
    
    1,173
    
    
    
    1,173
    
    
    
    1,173
    
    
    
    1,173
 
 (3)
    
    The following table details the grants of Stock Awards and Option Awards to directors during
2007: Grant Date Fair Value ofStock Awards
    
    Option Awards
    
    Stock and Option AwardsName
    
    Grant Date
    
    (#)
    
    (#)
    
    ($)Mr. Vittoria
    
    5/30/2007
    
    
    3,519
    
    
    
    
    
    50,005Mr. Blutinger
    
    5/30/2007
    
    
    3,519
    
    
    
    
    
    50,005Mr. Churchey
    
    5/30/2007
    
    
    3,519
    
    
    
    
    
    50,005Mr. Knetter
    
    5/30/2007
    
    
    3,519
    
    
    
    
    
    50,005Mr. Rensi
    
    5/30/2007
    
    
    3,519
    
    
    
    
    
    50,005Mr. Silver
    
    5/30/2007
    
    
    3,519
    
    
    
    
    
    50,005
 
 The grant date fair value is the value of Stock and Option Awards granted in 2007 as
determined in accordance with SFAS 123(R), disregarding that we recognize the value of the
awards for financial reporting purposes over the service period of the awards.(4)
    
    Ms. Nolan resigned from our Board of Directors effective July 9, 2007. Narrative to the Director Compensation Table
  Bluegreen Corporation
    
    Red Lion Hotels CorporationCedar Fair
    
    Silverleaf Resorts, Inc.Gaylord Entertainment Company
    
    Six Flags, Inc.ILX Resorts Incorporated
    
    Steiner Leisure LimitedIsle of Capri Casinos, Inc.
    
    Vail Resorts, Inc.Nevada Gold & Casinos, Inc.
  
    
    Each of our independent directors received an annual retainer fee of $45,000 for
services as a director. Also, our chairman received an additional annual fee of
$25,000.
    
    The chair of the audit committee received an additional annual fee of $17,500, and
the chair of each other committee received an additional annual fee of $7,500.
 36




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##### Table of Contents




    
    Each member of the audit committee other than the chair received an additional annual
fee of $12,500, and each member of each other committee other than the chairs received
an additional annual fee of $3,750.
    
    Directors who are employees of our company or our subsidiaries did not receive
compensation for their services as directors.
    
    Each independent director who is initially elected to our Board will receive options
to purchase 7,500 shares of our common stock on the date of such initial election.
    
    Independent directors will receive an equity amount of $50,000 in shares of our
restricted common stock on the date of each annual meeting of our
stockholders. The shares granted to independent directors will vest in thirds over a three-year period,
beginning on the first anniversary of the date of the grant of the shares, subject to
accelerated vesting only upon a change of control or if the director is removed from or
is not nominated to stand for reelection to the Board.
  COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION ON
COMPENSATION DECISIONS
  
 ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 OWNERSHIP OF OUR COMMON STOCK
  37




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##### Table of Contents



Name of Beneficial Owner
    
    Shares Beneficially OwnedOfficers and Directors
    
    Number
    
    PercentageJoseph V. Vittoria
    
    
    7,194
    (1)
    
    
    *John Emery
    
    
    952,936
    (2)
    
    
    3.0Elan Blutinger
    
    
    24,424
    (3)
    
    
    *Randy L. Churchey
    
    
    33,463
    (3)
    
    
    *Michael M. Knetter
    
    
    19,629
    (3)
    
    
    *Edward H. Rensi
    
    
    6,407
    (1)
    
    
    *Howard A. Silver
    
    
    19,353
    (3)
    
    
    *James A. Calder
    
    
    150,282
    (4)
    
    
    *Alexander P. Lombardo
    
    
    47,116
    (5)
    
    
    *Hernan R. Martinez
    
    
    321,074
    (6)
    
    
    1.0Kimberly K. Schaefer
    
    
    637,300
    (7)
    
    
    2.0J. Michael Schroeder
    
    
    115,367
    (8)
    
    
    *All directors and executive officers as a group (12 persons)
    
    
    2,334,545
    
    
    
    7.4
 Beneficial Holders in Excess of 5%
 Baron Capital Group, Inc.
767 Fifth Avenue, 49th Floor
New York, NY 10153
    
    
    3,039,000
    (9)
    
    
    9.6Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94163
    
    
    2,808,092
    (10)
    
    
    8.9State of Wisconsin Investment Board
121 East Wilson Street
Madison, WI 53707
    
    
    2,148,420
    (11)
    
    
    6.8Springbok Capital Management
130 East 59th Street
11th Floor
New York, NY 10022
    
    
    2,097,017
    (12)
    
    
    6.6AXA Financial, Inc
1290 Avenue of the Americas
New York, NY 10104
    
    
    1,920,950
    (13)
    
    
    6.1Hovde Capital Advisors, LLC
1826 Jefferson Place, N.W.
Washington, D.C. 20036
    
    
    1,730,974
    (14)
    
    
    5.5
 
 *
    
    Less than one percent of the outstanding shares of common stock.(1)
    
    Includes (a) 2,500 shares issuable upon the exercise of vested options granted under our
2004 Incentive Stock Plan and (b) 3,519 unvested shares of restricted stock granted under
our 2004 Incentive Stock Plan, vesting as follows: 1,173 in May 2008, 1,173 shares in May
2009 and 1,173 shares in May 2010.(2)
    
    Includes (a) 350,000 shares issuable upon the exercise of vested options granted under
our 2004 Incentive Stock Plan, (b) 22,967 unvested shares of restricted stock granted under
our 2004 Incentive Stock Plan, vesting as follows: 11,484 shares in December 2009; and
11,483 shares in December 2010 and (c) 6,507 unvested shares of restricted stock granted
under our 2004 Incentive Stock Plan, vesting as follows: 3,254 shares in December 2008 and
3,253 shares in December 2009. In addition, our deferred compensation plan holds 117,647
shares to pay obligations owed to Mr. Emery pursuant to that plan.(3)
    
    Includes (a) 10,834 shares issuable upon the exercise of vested options granted under our
2004 Incentive Stock Plan, (b) 2,000 unvested shares of restricted stock granted under our
2004 Incentive Stock Plan, vesting as follows: 1,000 shares in May 38




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##### Table of Contents



2008; and 1,000 shares in May 2009 and (c) 3,519 unvested shares of restricted stock granted
under our 2004 Incentive Stock Plan, vesting as follows: 1,173 in May 2008, 1,173 shares in
May 2009 and 1,173 shares in May 2010.(4)
    
    Includes (a) 100,000 shares issuable upon the exercise of vested options granted under
our 2004 Incentive Stock Plan, (b) 6,891 unvested shares of restricted stock granted under
our 2004 Incentive Stock Plan, vesting as follows: 3,441 shares in December 2009; and 3,445
shares in December 2010 and (c) 2,182 unvested shares of restricted stock granted under our
2004 Incentive Stock Plan, vesting as follows: 1,091 shares in December 2008 and 1,091
shares in December 2009. In addition, our deferred compensation plan holds 11,765 shares to
pay obligations owed to Mr. Calder pursuant to the plan.(5)
    
    Includes (a) 40,000 shares issuable upon the exercise of vested options granted under our
2004 Incentive Stock Plan, (b) 4,000 unvested shares restricted stock granted under our 2004
Incentive Stock Plan, vesting as follows: 1,000 in August 2008; 1,000 in August 2009; 1,000
in August 2010; and 1,000 in August 2011 and (c) 2,500 unvested shares of restricted stock
granted under our 2004 Incentive Stock Plan, vesting as follows: 500 in April 2008; 500 in
April 2009; 500 in April 2010; 500 in April 2011 and 500 in April 2012.(6)
    
    Includes (a) 150,000 shares issuable upon the exercise of vested options granted under
our 2004 Incentive Stock Plan and (b) 90,000 unvested shares of restricted stock granted
under our 2004 Incentive Stock Plan, vesting as follows: 30,000 shares in January 2009;
30,000 shares in January 2010; and 30,000 shares in January 2011.(7)
    
    Includes (a) 33,009 shares held jointly with Ms. Schaefers spouse, (b) 100,000 shares
issuable upon the exercise of vested options granted under our 2004 Incentive Stock Plan (c)
8,220 unvested shares of restricted stock granted under our 2004 Incentive Stock Plan,
vesting as follows: 4,110 shares in December 2009; and 4,110 shares in December 2010 and
(d) 5,206 unvested shares of restricted stock granted under our 2004 Incentive Stock Plan,
vesting as follows: 2,603 shares in December 2008 and 2,603 shares in December 2009.(8)
    
    Includes (a) 75,000 shares issuable upon the exercise of vested options granted under our
2004 Incentive Stock Plan and (b) 10,000 unvested shares of restricted stock granted under
our 2004 Stock Plan, vesting as follows: 2,000 shares in April 2008; 2,000 shares in April
2009; 2,000 shares in April 2010, 2,000 shares in April 2011 and 2,000 share in April 2012.(9)
    
    Based solely upon information provided in a Schedule 13-G/A filed with the SEC on
February 14, 2008. Baron Capital Group, Inc. (BCG) owns beneficially in the aggregate
3,039,000 shares of common stock, of which it has sole voting and dispositive power with
respect to none of such shares and shared voting and dispositive power over 2,964,000 and
3,039,000 shares, respectively. BCG is a parent holding company of BAMCO, Inc. (BAMCO), a
registered investment advisor, and Baron Small Cap Fund (BSCF), a registered investment
company. BAMCO and BSCF beneficially own 3,039,000 and 2,964,000, respectively, shares of
common stock, of which they have sole voting and dispositive power with respect to none of
such shares and shared voting power of 2,964,000 shares each and dispositive power of
3,039,000 and 2,964,000 shares respectively.(10)
    
    Based solely upon information provided in a Schedule 13-G filed with the SEC on February
4, 2008. Wells Fargo & Company owns beneficially in the aggregate 2,808,092 shares of
common stock, of which it has sole voting and dispositive power with respect to 1,774,692
and 2,808,092, respectively.(11)
    
    Based solely upon information provided in a Schedule 13-G/Afiled with the SEC on February
8, 2008. State of Wisconsin Investment Board owns beneficially in the aggregate 2,148,420
shares of common stock, of which it has sole voting and dispositive power with respect to
2,148,420.(12)
    
    Based solely upon information provided in a Schedule 13-G/Afiled with the SEC on February
13, 2008. Springbok Capital Management, LLC owns beneficially in the aggregate 2,097,017
shares of common stock, of which it has sole voting and dispositive power with respect to
2,097,017.(13)
    
    Based solely upon information provided in a Schedule 13-G filed with the SEC on February 14,
2008. AXA Financial, Inc owns beneficially in the aggregate 1,920,950 shares of common
stock, of which it has sole voting and dispositive power with respect to 1,794,750 and
1,920,950, respectively.(14)
    
    Based solely upon information provided in a Schedule 13-D/A filed with the SEC on
February 4, 2008. Hovde Capital Advisors LLC owns beneficially in the aggregate 1,730,974
shares of common stock, of which it has sole voting and dispositive power with respect to
59,671 and shared voting and dispositive power over 1,671,303 shares.. 39




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##### Table of Contents



Equity Compensation Plan Information
  (c)Number of securitiesremaining available for(a)
    
    (b)
    
    future issuance underNumber of securities
    
    Weighted-average
    
    equity compensationto be issued upon exercise
    
    exercise price of
    
    plans (excludingof outstanding options,
    
    outstanding options,
    
    securities reflected inPlan category
    
    warrants and rights
    
    warrants and rights
    
    column (a))Equity compensation
plans approved by
security holders
    
    
    1,605,614
    (1)
    
    $
    17.29
    
    
    
    1,671,862Equity compensation
plans not approved
by security holders
    
    
    0
    
    
    
    N/A
    
    
    
    0Total
    
    
    1,605,614
    
    
    $
    17.29
    
    
    
    1,671,862
 
 (1)
    
    This amount consists of: 
    
    987,000 shares of our common stock issuable upon the exercise of outstanding stock
options.
    
    333,111 restricted shares of our common stock that have been granted but not yet earned
as of December 31, 2007. The number of shares, if any, to be issued pursuant to these
grants will be determined by the grant recipient providing future services to us over the
vesting period of the grant. Since these awards have no exercise price, they are not
included in the weighted average exercise price calculation in column (b).
    
    285,503 shares of our common stock issuable pursuant to outstanding market condition and
performance condition share awards that have been granted but not yet earned as of December
31, 2007. The number of shares, if any, to be issued pursuant to these awards will be
determined based on (a) the award recipient achieving certain individual and/or performance
goals in 2007, as determined by our Compensation Committee, (b) our common stocks
performance in the three year period 2007-2009 relative to the total return of a relevant
stock index, and (c) our common stock absolute performance in the three year period 2007 -
2009. Since these awards have no exercise price, they are not included in the weighted
average exercise price calculation in column (b).
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Related Person Transactions
  
    
    We rent office space for our headquarters location in Madison, Wisconsin from a
company that is an affiliate of Eric Hovde, a principal of Hovde Capital Advisors, LLC,
a holder of more than 5% of our common stock. For 2007, our total payments for rent and
related expenses for this office space were approximately $324,000.
 Independence of Our Board of Directors
 40




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Changes in Independent Registered Public Accounting Firm
  Regarding the Former Independent Registered Public Accounting Firm
  Regarding the Newly-Engaged Independent Registered Public Accounting Firm
  Audit Fees
  Fee Type
    
    Fees Billed2007
    
    2006Audit fees
    
    $
    404,398
    (1)
    
    $
    444,926
    (2)Audit-related fees
    
    $
    
    
    
    $
    41,280
    (3)Tax fees
    
    $
    
    
    
    $
    All other fees
    
    $
    
    
    
    $
    Total Fees
    
    $
    404,398
    
    
    $
    486,206
 
 (1)
    
    Amount consists of (a) 335,398 for the audit of our financial statements for the year ended
December 31, 2007 and (b) $69,000 for quarterly reviews of our financial statements for the
year ended December 31, 2007.(2)
    
    Amount consists of (a) 378,926 for the audit of our financial statements for the year ended
December 31, 2006 and (b) $66,000 for quarterly reviews of our financial statements for the
year ended December 31, 2006. 41




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##### Table of Contents



(3)
    
    Amount consists of $41,280 for review of information included in a registration statement for
a proposed debt offering and review of amendments of our IPO registration statements.    
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  ExhibitNumber
    
    Description31.1*
    
    Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a14(a) and Rule 15d14(a)31.2*
    
    Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a14(a) and Rule 15d14(a)32.1**
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 135032.2**
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
 
 *
    
    Filed herewith.**
    
    Furnished herewith. 42




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##### Table of Contents



SIGNATURES
  GREAT WOLF RESORTS, INC./s/ John EmeryJohn EmeryChief Executive Officer   Signature
    
    Title
    
    Date/s/ John Emery

John Emery
    
    Chief Executive Officer

(Principal Executive Officer) and Director
    
    April 29, 2008/s/ James A. Calder

James A. Calder
    
    Chief Financial Officer

(Principal Financial and Accounting Officer)
    
    April 29, 2008/s/ Joseph V. Vittoria*

Joseph V. Vittoria
    
    Chairman of the Board and Director
    
    April 29, 2008/s/ Elan Blutinger*

Elan Blutinger
    
    Director
    
    April 29, 2008/s/ Randy L. Churchey*

Randy L. Churchey
    
    Director
    
    April 29, 2008/s/ Michael M. Knetter*
Michael M. Knetter
    
    Director
    
    April 29, 2008/s/ Edward H. Rensi*

Edward H. Rensi
    
    Director
    
    April 29, 2008/s/ Howard A. Silver*

Howard A. Silver
    
    Director
    
    April 29, 2008
 *By:

/s/
J. Michael SchroederJ. Michael SchroederAttorney-in-fact 43




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description31.1*
    
    Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a14(a) and Rule 15d14(a)31.2*
    
    Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a14(a) and Rule 15d14(a)32.1**
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 135032.2**
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
 
 *
    
    Filed herewith.**
    
    Furnished herewith. 44