exv10w5






Exhibit 10.5




EXECUTIVE AND SENIOR MANAGEMENT INCENTIVE PLAN




OBJECTIVES





	 	•	 	To provide annual and long term incentives for the CEO, the Executive Team and Senior
Management groups, as defined by the Compensation Committee
	 
	 	•	 	Incentives should be an appropriate mix of cash and stock based incentives
	 
	 	•	 	Incentives, whether cash or stock based, should be linked to a combination of personal
performance, corporate performance and shareholder returns
	 
	 	•	 	Stock based incentives shall be granted by the Compensation Committee from the 2005
Stock Incentive Plan, and shall be subject to all of the terms and conditions thereof





METHODOLOGY AND DEFINITONS



Target overall compensation market positioning based on a Mercer LLC compensation survey is as
follows:




	 	 	 	 	 
	 	 	 	 	     Range
	     •    CEO and Executive
Team

	 	-Salary
	 	2nd Quartile
	 

	 	-Annual
	 	3rd Quartile
	 

	 	-Long term
	 	4th Quartile
	 
	 	 	 	 
	   

	 	 	 	 
	     •    Senior Management

	 	-Salary
	 	3rd Quartile
	 

	 	-Annual
	 	3rd Quartile
	 

	 	-Long term
	 	3rd Quartile





Definitions used in both cash and stock based incentives include the following:





	 	•	 	The “Financial Metric Factor” is the average of the first three factors:






	 	•	 	Actual Revenues, as measured against the annual operating plan
established within the first quarter of the fiscal year
	 
	 	•	 	Actual EBITDA, excluding stock-based compensation expense, as measured
against such predetermined annual operating plan.
	 
	 	•	 	Upon registration pursuant to Section 12 of the
Securities Exchange Act, actual Net Income Per Share, as measured against such predetermined
annual operating plan
	 
	 	•	 	The minimum percentage for any factor is 90% and the maximum is 120%
(for example, if actual revenue is 110% of plan, actual EBITDA is 90% of plan and
actual EPS is 80% of plan, the Financial Metric Factor is 66.67% or .6667 (i.e.,
(110% + 90% + 0%) / 3 = 66.67% ))




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	 	•	 	The factors comprising the Financial Metric Factor can be varied and
are established, and approved by the Compensation Committee, within the first
quarter of the fiscal year. The Compensation Committee reserves the right to
revise these goals throughout the fiscal year, or to make awards notwithstanding
the fact that these goals were not met.






	 	•	 	The “Personal Performance Factor”:






	 	•	 	The actual Personal Performance Factor is established after the end of
each fiscal year, based on individual performance during the previous fiscal year,
as determined by the Compensation Committee for the CEO and by the CEO with the
approval of the Compensation Committee for the Executive Team and by the CEO for
Senior Management.
	 
	 	•	 	The minimum percentage for this factor is 50% and the maximum is 120%





CASH BASED PERFORMANCE INCENTIVE





	 	•	 	The target cash based incentive as a percentage of annual base salary is as follows:
	 





	 	 	 	 	 	 	 
	 

	 	           •      CEO
	 	 	25	%
	 

	 	           •      Executive Team
	 	 	25	%
	 

	 	           •      Senior Management
	 	 	25	%







	 	•	 	Total cash based incentive award






	 	•	 	Annual base salary times the target incentive as a percent of salary
(25%)
	 
	 	•	 	Multiplied by the Financial Metric Factor
	 
	 	•	 	Multiplied by the Personal Performance Factor
	 
	 	•	 	Cash based incentive award will be made in the first quarter of the
fiscal year following the performance year





STOCK BASED PERFORMANCE INCENTIVE





	 	•	 	The target stock based incentive as a percentage of annual base salary is as follows:









	 	 	 	 	 	 	 
	 

	 	           •      CEO
	 	 	420	%
	 

	 	           •      Executive Team
	 	 	300	%
	 

	 	           •      Senior Management
	 	 	120	%







	 	•	 	Stock based awards will be made in the form of restricted stock units (RSUs) or
restricted stock awards (RSAs), as determined by the Compensation Committee










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	 	•	 	Total stock based incentive award






	 	•	 	Annual base salary times the target incentive as a percentage of annual
base salary (120%, 300% or 420%)
	 
	 	•	 	Multiplied by the Personal Performance Factor
	 
	 	•	 	Divided by the stock price on the date of grant
	 
	 	•	 	One third of the resulting total is granted without further adjustment
and vests based on continued employment with the Company over a four year period,
with 50% vesting after two years from the date of grant and 1/24th of
the remaining vesting monthly thereafter
	 
	 	•	 	Two thirds of the total is multiplied by the Financial Metric Factor
and is then granted and vests based on continued employment with the Company over a
four year period, with 25% vesting after one year from the date of grant and
1/36th of the remaining vesting monthly thereafter
	 
	 	•	 	Stock based incentive award will be made in the first quarter of the
fiscal year following the performance year






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