DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
Proxy Statement Pursuant to
Section 14(a) of the Securities
Exchange Act of 1934 (Amendment
No. )
Filed by the
Registrant þ
Filed by a Party other than the
Registrant o
Check the appropriate box:
o Preliminary
Proxy Statement
o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
þ Definitive
Proxy Statement
o Definitive
Additional Materials
o Soliciting
Material Pursuant to
§240.14a-12
InnerWorkings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1)
and 0-11.
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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InnerWorkings, Inc.
600 West Chicago Avenue, Suite 850
Chicago, Illinois 60654
April 30, 2009
To Our Stockholders:
On behalf of the Board of Directors and management, we cordially
invite you to attend the annual meeting of stockholders to be
held on Thursday, June 18, 2009, at 10:00 a.m.,
central time, at The Sofitel Chicago Water Tower, 20 East
Chestnut Street, Chicago, Illinois 60611.
The following pages contain the formal notice of the annual
meeting, the proxy statement and the proxy card. Please review
this material for information concerning the business to be
conducted at the meeting and the nominees for election as
directors.
The purpose of the meeting is to consider and vote upon
proposals to (i) elect nine directors who have been
nominated for election, (ii) ratify the appointment of our
independent registered accounting firm for 2009,
(iii) approve the amendment and restatement of our 2006
Stock Incentive Plan and (iv) transact such other business
as may properly come before the meeting. In addition to the
specific matters to be acted upon, there will be a report on the
progress of the Company and an opportunity for questions of
general interest to the stockholders.
We are pleased to take advantage of the new Securities and
Exchange Commission rule allowing companies to furnish proxy
materials to their stockholders over the Internet. We believe
that this new
e-proxy
process will expedite stockholders receipt of proxy
materials and lower the costs and reduce the environmental
impact of our annual meeting. On May 8, 2009, we will mail
to our beneficial stockholders a Notice containing instructions
on how to access our 2009 Proxy Statement and Annual Report and
vote online. All other stockholders will continue to receive a
copy of the Proxy Statement and Annual Report by mail. The Proxy
Statement contains instructions on how you can (i) receive
a paper copy of the Proxy Statement and Annual Report, if you
only received a Notice by mail, or (ii) elect to receive
your Proxy Statement and Annual Report over the Internet, if you
received them by mail this year.
Whether or not you plan to attend the meeting, your vote is
important and we encourage you to vote promptly. You may vote
your shares via a toll-free telephone number or over the
Internet. If you received a paper copy of the proxy card by
mail, you may sign, date and mail the proxy card in the envelope
provided. Instructions regarding all three methods of voting are
contained on the proxy card.
We look forward to seeing you at the meeting.
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Sincerely yours,
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John R. Walter
Chairman of the Board
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Eric D. Belcher
Chief Executive Officer, President and Director
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600 West Chicago Avenue, Suite 850
Chicago, Illinois 60654
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To Be Held June 18,
2009
April 30, 2009
The Stockholders of InnerWorkings, Inc.:
Notice is hereby given that the annual meeting of stockholders
of InnerWorkings, Inc., a Delaware corporation (the
Company), will be held on Thursday, June 18,
2009, at 10:00 a.m., central time, at The Sofitel Chicago
Water Tower, 20 East Chestnut Street, Chicago, Illinois 60611,
for the following purposes:
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To elect nine directors of the Company to serve until the 2010
annual meeting of stockholders or until their respective
successors are elected and qualified;
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2.
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To ratify the appointment of Ernst & Young LLP as the
independent registered public accounting firm for the Company
for the fiscal year ending December 31, 2009;
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3.
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To approve the amendment and restatement of our 2006 Stock
Incentive Plan; and
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4.
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To transact such other business as may properly come before the
annual meeting and any adjournment or postponement thereof.
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These items of business, including the nominees for director,
are more fully described in the proxy statement accompanying
this notice.
The Board of Directors has fixed the close of business on
April 21, 2009 as the record date for determining the
stockholders entitled to notice of and to vote at the annual
meeting and any adjournment or postponement thereof.
All stockholders are cordially invited to attend the annual
meeting in person. However, whether or not you plan to attend
the annual meeting in person, we urge you to vote your shares
via the toll-free telephone number or over the Internet, as
described in the enclosed materials. If you received a copy of
the proxy card by mail, you may sign, date and mail the proxy
card in the envelope provided. If you submit your proxy and then
decide to attend the annual meeting to vote your shares in
person, you may still do so. Your proxy is revocable in
accordance with the procedures set forth in the proxy statement.
Only stockholders of record as of the close of business on
April 21, 2009 are entitled to receive notice of, to attend
and to vote at the meeting. We look forward to seeing you at the
annual meeting.
By Order of the Board of Directors,
Chief Financial Officer and Secretary
Important Notice Regarding the Availability of Proxy
Materials for the Annual Shareholders Meeting to be held on
June 18, 2009.
This Proxy Statement and the 2008 Annual Report are available
at: http://investor.inwk.com/annuals.cfm
Proxy
Statement for the Annual Meeting of Stockholders of
INNERWORKINGS,
INC.
To Be
Held on Thursday, June 18, 2009
TABLE OF CONTENTS
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600 West Chicago Avenue, Suite 850
Chicago, Illinois 60654
PROXY
STATEMENT
INFORMATION
ABOUT THE ANNUAL MEETING AND VOTING
This proxy statement and enclosed proxy card are being furnished
commencing on or about May 8, 2009 in connection with the
solicitation by the Board of Directors of InnerWorkings, Inc., a
Delaware corporation (the Company,
InnerWorkings, or us), of proxies for
use in voting at the 2009 annual meeting of stockholders, to be
held at The Sofitel Chicago Water Tower, 20 East Chestnut
Street, Chicago, Illinois, 60611 on Thursday, June 18,
2009, at 10:00 a.m., central time. Any proxy given pursuant
to such solicitation and received in time for the annual meeting
will be voted as specified in such proxy. If no instructions are
given, proxies will be voted FOR the election of the
nominees listed below under the caption PROPOSALS TO
BE VOTED ON Proposal 1: Election of
Directors, FOR the ratification of the appointment
of Ernst & Young LLP as independent certified public
accountants for the Companys fiscal year ending
December 31, 2009, FOR the approval of the amendment
and restatement of our 2006 Stock Incentive Plan and, in the
discretion of the proxies named on the proxy card, with respect
to any other matters properly brought before the meeting and any
adjournments thereof (collectively, the Proposals).
Any proxy may be revoked by providing written notice to the
Secretary of the Company at any time prior to the voting
thereof, by submitting a subsequent proxy or by attending the
annual meeting and voting in person.
Information
about this Proxy Statement
We are sending the proxy materials because the Companys
Board is seeking your permission (or proxy) to vote your shares
at the annual meeting on your behalf. This proxy statement
presents information that is intended to help you in reaching a
decision on voting your shares of common stock. Only
stockholders of record at the close of business on
April 21, 2009, the record date, are entitled to vote at
the meeting. As of April 21, 2009, there were
48,002,277 shares of common stock outstanding and entitled
to vote, with each share entitled to one vote. We have no other
voting securities.
Information
about Voting
If your shares of common stock are held in your name, you can
vote your shares on matters presented at the annual meeting or
by proxy. There are three ways to vote by proxy:
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By Telephone Stockholders can vote by telephone by
calling
1-800-579-1639
and following the instructions on the proxy card;
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By Internet You can vote over the Internet at
www.proxyvote.com by following the instructions on the
proxy card; or
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By Proxy If you received your proxy by mail, you can
vote by mail by signing, dating and mailing the accompanying
proxy card. If you do not give any direction on the proxy card,
the shares will be voted FOR the nominees named for
director, FOR the ratification of the appointment of
Ernst & Young LLP as the independent registered public
accounting firm for the Companys fiscal year ending
December 31, 2009 and FOR the approval of the
amendment and restatement of our 2006 Stock Incentive Plan. You
may revoke your proxy at any time before it is exercised by
(1) providing written revocation to the Secretary of the
Company, Joseph M. Busky, (2) providing a proxy with a
later date or (3) voting in person at the annual meeting.
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Your vote will be confidential except (a) as may be
required by law, (b) as may be necessary for the Company to
assert or defend claims, (c) in the case of a contested
election of director(s) or (d) at your express request.
If your shares are held in a stock brokerage account or by a
bank or other nominee, you are considered the beneficial owner
of shares held in street name, and these proxy
materials are being forwarded to you by your broker, bank or
nominee who is considered the stockholder of record with respect
to those shares. As the beneficial owner, you have the right to
direct your broker, bank or nominee on how to vote and are also
invited to attend the annual meeting. Street name stockholders
should check the voting instruction cards used by their brokers
or nominees for specific instructions on methods of voting. If
your shares are held in street name, you must contact your
broker or nominee to revoke your proxy.
In order to carry on the business of the meeting, we must have a
quorum. This means that stockholders representing at least 50%
of the common stock issued and outstanding as of the record date
must be present at the annual meeting, either in person or by
proxy, for there to be a quorum at the annual meeting.
Abstentions and broker non-votes are counted as present for
purposes of establishing a quorum. A broker non-vote occurs when
a broker or other nominee holding shares for a beneficial owner
does not vote on a particular proposal because the broker or
nominee does not have discretionary voting power and has not
received instructions from the beneficial owner.
For additional information on director elections, see
PROPOSALS TO BE VOTED ON Proposal 1:
Election of Directors later in this proxy statement. As
the number of director nominees is equal to the number of
directors to be elected, the number of shares voted
for a director must exceed the number of votes cast
against that director for the director to be elected
to serve a one-year term expiring at the 2010 annual meeting of
stockholders. Abstentions and broker non-votes will have no
effect on the election of directors. For a stockholder to
nominate an individual for director at the 2010 annual meeting,
the stockholder must follow the procedures outlined later in
this proxy statement under the caption OTHER
INFORMATION Stockholder Proposals for the 2010
Meeting. Stockholders may also designate a director
nominee to be considered by the Board for recommendation to the
stockholders at the 2010 annual meeting by following the
procedures outlined later in this proxy statement under the
caption BOARD OF DIRECTORS AND CORPORATE
GOVERNANCE Meetings and Committees of the Board of
Directors Nominating and Corporate Governance
Committee.
The ratification of the independent registered public accounting
firm and approval of the amendment and restatement of our 2006
Stock Incentive Plan each require the favorable vote of a
majority of the shares present, either by proxy or in person,
and entitled to vote. Abstentions will have the same effect as a
vote against these matters because they are considered present
and entitled to vote, but are not voted.
Only stockholders, their proxy holders and our invited guests
may attend the meeting. If you plan to attend, please bring
identification and, if you hold shares in street name, bring
your bank or broker statement showing your beneficial ownership
of Company common stock in order to be admitted to the meeting.
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PROPOSALS TO
BE VOTED ON
Proposal 1:
Election of Directors
Nominees
At the annual meeting, the stockholders will elect nine
directors to serve until the 2010 annual meeting of stockholders
or until their respective successors are elected and qualified.
Unless marked otherwise, proxies received will be voted
FOR the election of the nine nominees named below.
Assuming a quorum is present, the nine nominees receiving the
highest number of affirmative votes of shares entitled to be
voted for them will be elected as directors of the Company.
Stockholders are not entitled to cumulate votes in the election
of directors. All nominees have consented to serve as directors,
if elected. If any nominee is unable or unwilling to serve as a
director at the time of the annual meeting, the persons who are
designated as proxies intend to vote, in their discretion, for
such other persons, if any, as may be designated by the Board of
Directors. As of the date of this proxy statement, the Board of
Directors has no reason to believe that any of the persons named
below will be unable or unwilling to serve as a nominee or as a
director if elected.
The names of the nominees, their ages as of April 30, 2009
and certain other information about them are set forth below:
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Name
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Age
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Position
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John R. Walter(1)(2)(3)
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Chairman of the Board
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Steven E. Zuccarini
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Vice Chairman of the Board
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Eric D. Belcher
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Chief Executive Officer, President and Director
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Peter J. Barris(1)(2)(3)
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Director
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Sharyar Baradaran(1)(2)(3)
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Director
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Jack M. Greenberg(2)(3)
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Director
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Linda S. Wolf(2)(3)
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Director
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Eric P. Lefkofsky(2)(3)
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Director
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Charles K. Bobrinskoy(1)(2)
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Director
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Member of our Audit Committee. |
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Member of our Compensation Committee. |
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Member of our Nominating and Corporate Governance Committee. |
There are no family relationships among any of the directors or
executive officers of the Company. Our Board of Directors has
affirmatively determined that seven of our nine directors,
Messrs. Walter, Barris, Baradaran, Greenberg, Lefkofsky,
Bobrinskoy and Ms. Wolf are independent
directors as defined in the rules of The Nasdaq Global
Market.
John R. Walter has served as our non-executive Chairman
of the Board since May 2004. Since December 1997,
Mr. Walter has been the Chairman, President and Chief
Executive Officer of Ashlin Management Company, a private
investment firm. Mr. Walter served as President and Chief
Operating Officer of AT&T Corporation, a publicly-traded
global telecommunications company, from October 1996 until his
retirement in July 1997, and from 1989 to 1996, he served as
Chairman, President and Chief Executive Officer of R.R.
Donnelley & Sons Company, a publicly-traded global
printing company. Mr. Walter is a director of Manpower,
Inc., VascoData Security International, Inc. and Infinity
Bio-Energy. He is also a trustee of Northwestern University and
a director of Evanston Northwestern Healthcare and the
Steppenwolf Theatre. He holds a bachelors degree from
Miami University of Ohio.
Steven E. Zuccarini has served on our Board since May
2006 and as Vice Chairman of the Board since January 2009.
Mr. Zuccarini served as our Chief Executive Officer from
November 2004 to December 2008. From September 2003 to November
2004, he was the President of the Global Solutions business unit
at R.R. Donnelley & Sons Company, a publicly-traded
global printing company, and from January 2000 to September
2003, he served as
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President of the Catalog & Retail business unit.
Mr. Zuccarini joined R.R. Donnelley in 1979.
Mr. Zuccarini is the Chairman of the Board of the Chicago
Youth Centers and serves on the board of directors of the Direct
Marketing Education Foundation. Mr. Zuccarini holds a
bachelors degree from Northwestern University.
Eric D. Belcher has served on our Board and as our Chief
Executive Officer since January 2009. Mr. Belcher has also
served as our President since April 2008. Prior to his
appointment to Chief Executive Officer, Mr. Belcher served
as our Chief Operating Officer from December 2006 to
December 2008. From May 2005 to December 2006,
Mr. Belcher served as our Executive Vice President of
Operations. Mr. Belcher served as Chief Operating Officer
from March 2003 to June 2005 and as Chief Financial Officer from
April 2001 to March 2003 of MAN Roland Inc., a printing
equipment manufacturer and distributor. Mr. Belcher was
also a director of MAN Roland, Inc. From 1995 to 2000, he led
project teams at Marakon Associates, an international management
consulting firm. Mr. Belcher holds a bachelors degree
from Bucknell University and a Masters in Business
Administration from the University of Chicago Graduate School of
Business.
Peter J. Barris has served on our Board since January
2006. Mr. Barris was elected pursuant to voting rights
granted to New Enterprise Associates, a venture capital firm
focused on technology, under our voting agreement, which was
terminated upon the closing of our initial public offering in
August 2006. Since 1999, Mr. Barris has been the Managing
General Partner of New Enterprise Associates where he
specializes in information technology investing. Mr. Barris also
serves on the board of directors of Vonage Holdings Corp. and
Neutral Tandem Mr. Barris is a member of the board of
trustees, Northwestern University; board of overseers, Tuck
School at Dartmouth College; and board of advisors, Tucks
Center for Private Equity and Entrepreneurship at Dartmouth. He
received a Masters in Business Administration from Dartmouth
College and a Bachelor of Science in Electrical Engineering from
Northwestern University.
Sharyar Baradaran has served on our Board since May 2006.
Mr. Baradaran was elected pursuant to voting rights granted
to the former holders of our Series D preferred stock under
our voting agreement, which was terminated upon the closing of
our initial public offering in August 2006. Mr. Baradaran
has served as Chief Executive Officer and chairman of
BaradaranVentures, a privately held investment fund located in
Los Angeles, California, since April 2001. Mr. Baradaran
currently serves on the board of directors of several high
growth technology companies, including Rainmakers, Inc. and MOTA
Inc. Mr. Baradaran also serves on the advisory board of
ISENSIX Inc. and KIYON Inc.
Jack M. Greenberg has served on our Board since October
2005. Mr. Greenberg currently serves as the Chairman of The
Western Union Company. Mr. Greenberg retired as Chairman
and Chief Executive Officer of McDonalds Corporation, a
publicly-traded global food service retailer, at the end of
2002. He had served as McDonalds Chairman since May 1999
and as its Chief Executive Officer since August 1998.
Mr. Greenberg served as McDonalds President from
August 1998 to May 1999, and as its Vice-Chairman from December
1991 to August 1998. Mr. Greenberg also served as Chairman,
from October 1996, and Chief Executive Officer, from July 1997,
of McDonalds USA until August 1998. He is a member of
the American Institute of Certified Public Accountants, the
Illinois CPA Society and the Chicago Bar Association.
Mr. Greenberg is a director of The Allstate Corporation,
Hasbro, Inc. and Manpower Inc. He is also a member of the board
of trustees of DePaul University, the Field Museum and the
Chicago Community Trust. Mr. Greenberg is a graduate of
DePaul Universitys School of Commerce and School of Law.
Linda S. Wolf has served on our Board since November
2006. Ms. Wolf retired as Chairman and Chief Executive
Officer of Leo Burnett Worldwide, a global advertising agency,
in April 2005. She had served as Leo Burnett Worldwides
Chairman and Chief Executive Officer since January 2001 and as
its Chief Executive Officer from July 1996 to
December 2000. From March 1992 to June 1996, she was an
Executive Vice President responsible for Business Development at
Leo Burnett USA. Ms. Wolf is a director of Wal-Mart Stores
Inc. and a trustee of Janus Funds. She is also a member of the
board of trustees of the Field Museum, Childrens Memorial
Hospital, Off the Street Club, The Chicago Council on Global
Affairs and the Partnership for New Communities. Ms. Wolf
holds a bachelors degree from Ohio Wesleyan University.
Eric P. Lefkofsky has served on our Board since August
2008. Mr. Lefkofsky is a founder of InnerWorkings. He is
currently the President of Blue Media, LLC, a Chicago-based
private equity and consulting firm focused on applied
technology. He is also a founder and director of several other
firms, including Echo Global Logistics, Inc., a
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technology-enabled transportation and logistics outsourcing
firm, MediaBank, LLC, a leading provider of integrated media
procurement technology, and ThePoint, Inc., an online collective
action website. Mr. Lefkofsky serves on the board of
directors of Childrens Memorial Hospital, the board of
trustees of the Steppenwolf Theatre, the board of trustees of
the Museum of Contemporary Art of Chicago and the board of
trustees of The Art Institute of Chicago. He is also a member of
the Chicago 2016 Olympic Committee. Mr. Lefkofsky is the
author of Accelerated Disruption and a guest professor at
Northwestern Universitys Kellogg Graduate School of
Management. Mr. Lefkofsky holds a bachelors degree
from the University of Michigan and a Juris Doctor degree from
the University of Michigan Law School.
Charles K. Bobrinskoy has served on our Board since
August 2008. Mr. Bobrinskoy is currently Vice Chairman,
Director of Research at Ariel Investments, a global financial
institution. Additionally, he is a Co-Portfolio Manager of Ariel
Focus Fund, a concentrated portfolio investing in mid-to-large
cap companies. Prior to Ariel, Mr. Bobrinskoy spent
21 years as an investment banker at Salomon Brothers, a
global financial institution, and its successor company,
Citigroup, a global financial institution, where he held many
leadership positions, most recently Managing Director and Head
of North American Investment Banking Branch Offices. In addition
to his work at Ariel, Mr. Bobrinskoy serves on the boards
of the Museum of Science and Industry, La Rabida
Childrens Foundation, the Big Shoulders Fund, the Juvenile
Protective Association and Duke Universitys Library Board.
He holds a bachelors degree from Duke University and a
Masters in Business Administration from the University of
Chicago.
Required
Vote
Directors are elected by a plurality of the votes of the shares
present in person or by proxy at the annual meeting and entitled
to vote on the election of directors. The nine persons receiving
the highest number of FOR votes at the annual
meeting will be elected as directors.
Recommendation
of the Board of Directors
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF
ALL NOMINEES NAMED ABOVE.
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Proposal 2:
Ratification of Appointment of Independent Registered Public
Accounting Firm
Ernst & Young LLP has served as the Companys
independent registered public accounting firm since March 2006
and has been appointed by the Audit Committee to continue as the
Companys independent registered public accounting firm for
the fiscal year ending December 31, 2009. In the event that
ratification of this selection is not approved by a majority of
the shares of common stock of the Company represented at the
annual meeting in person or by proxy and entitled to vote on the
matter, the Audit Committee and the Board of Directors will
review the Audit Committees future selection of an
independent registered public accounting firm.
Representatives of Ernst & Young LLP will be present
at the annual meeting. The representatives will have an
opportunity to make a statement and will be available to respond
to appropriate questions.
Required
Vote
The affirmative vote of the holders of a majority of the
Companys common stock present at the annual meeting in
person or by proxy and entitled to vote on this proposal is
required to approve the ratification of the appointment of
Ernst & Young LLP as the Companys independent
registered public accounting firm for the current fiscal year.
Recommendation
of the Board of Directors
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF
THE APPOINTMENT OF ERNST & YOUNG LLP AS THE
COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2009.
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Proposal 3:
Approval of the Amendment and Restatement of our 2006 Stock
Incentive Plan
A proposal will be presented at the annual meeting to approve
the amendment and restatement of the InnerWorkings, Inc. 2006
Stock Incentive Plan, which we refer to as the Plan. The Plan
was originally adopted by the Board of Directors effective
July 31, 2006 and was amended and restated on June 19,
2008. On April 30, 2009, our Compensation Committee
approved the further amendment and restatement of the Plan,
subject to Stockholder approval. This amendment and restatement
of the Plan (i) increases the maximum number of shares of
common stock that may be issued under the Plan by 1,250,000,
from 2,000,000 (plus any shares that are subject to grant under
our prior unit option plans) to 3,250,000 (plus any shares that
are subject to grant under our prior unit option plans) and
(ii) reiterates the performance goals used in granting
performance-based awards under the Plan to be approved by
stockholders for purposes of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the Code).
Approval of the amendment and restatement of our 2006 Stock
Incentive Plan requires the affirmative vote of the majority of
shares present in person or represented by proxy at the annual
meeting and entitled to vote.
A summary of the material provisions of the Plan, as amended and
restated, is set forth below. A copy of the Plan, as amended and
restated, is set forth in Appendix A. The following general
description of certain features of the Plan is qualified in its
entirety by reference to the provisions of the Plan set forth in
Appendix A. Unless otherwise indicated, terms used in this
summary shall have the meanings set forth in the Plan.
Description
of the Plan
Purpose
of the Plan
The Plan was established by the Company to:
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promote the success and enhance the value of the Company by
linking the personal interests of participants to those of
Company stockholders and by providing participants with an
incentive for outstanding performance; and
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provide flexibility to the Company in its ability to motivate,
attract, and retain the services of participants upon whose
judgment, interest and special effort the successful conduct of
its business is largely dependent.
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The Plan permits the Company to grant stock options, stock
appreciation rights, restricted stock, restricted stock units,
performance shares, and other stock awards and forms of
incentive compensation to all participants in the Plan. Any
option granted under the Plan may be either an incentive stock
option, which we refer to as an ISO, or a non-qualified stock
option, which we refer to as a NQSO.
Eligibility
and Limits on Awards
Any employee, consultant or director of the Company or an
affiliate is eligible to receive awards under the Plan. As of
December 31, 2008, the Company and its affiliates had
approximately 761 employees and seven non-employee
directors. The specific employees, consultants and directors who
will be granted awards under the Plan and the type and amount of
any such awards will be determined by the Committee (as defined
below).
The Plan limits the maximum amount of awards that may be granted
to participants. The maximum number of shares of our common
stock that may be delivered to participants and their
beneficiaries under the Plan is 3,250,000 (plus any shares that
are subject to grant under our prior unit option plans), which
includes the 1,250,000 shares added pursuant to the
amendment and restatement. The maximum number of shares of
common stock that may be delivered to participants and their
beneficiaries with respect to ISOs under the Plan is
1,000,000 shares. The maximum number of shares and share
equivalent units that may be granted to any one participant
during any one calendar-year period is 1,000,000 shares.
Administration
The authority to control and manage the operation and
administration of the Plan is vested in the Compensation
Committee of the Board, which we refer to in this proposal as
the Committee. To the extent not prohibited by applicable law or
the applicable rules of any stock exchange, the Board in its
discretion may determine that the Plan
7
will be administered by another committee appointed by the Board
whose composition satisfies the nonemployee director
requirements of
Rule 16b-3
under the Exchange Act and the regulations of
Rule 16b-3
under the Exchange Act, the independent director
requirements of the Nasdaq Marketplace Rules and the
outside director provisions of Section 162(m)
of the Code or any successor regulations or provisions.
The Committee has the authority and discretion to select
employees, directors and consultants to participate in the Plan,
determine the sizes and types of awards, determine the terms and
conditions of awards in a manner consistent with the Plan,
construe and interpret the Plan and any agreement or instrument
entered into under the Plan, establish, amend or waive rules and
regulations for the Plans administration, amend the terms
and conditions of any outstanding award to the extent they are
within the discretion of the Committee as provided in the Plan,
and make all other determinations that may be necessary or
advisable for the administration of the Plan.
Except to the extent prohibited by applicable law or the
applicable rules of a stock exchange, the Committee may delegate
some or all of its authority under the Plan to any person or
persons selected by it.
Shares
Reserved for Awards
The maximum number of shares of our common stock that may be
delivered under the Plan is 3,250,000 shares (plus any
shares that are subject to grant under our prior unit option
plans). The closing price of the Companys common stock on
the Nasdaq Global Market on April 21, 2009 was $4.58 per
share.
To the extent any shares of our common stock covered by an award
are not delivered because the award is forfeited, canceled, or
otherwise terminated, or the shares of our common stock are not
delivered by reason of their being withheld by the Company in
satisfaction of the applicable tax withholding obligation or in
connection with the exercise of an option awarded under the
Plan, such shares shall not be deemed to have been delivered for
purposes of determining the number of shares of our common stock
available for delivery under the Plan.
In the event of a corporate transaction involving the Company
(including, without limitation, any merger, reorganization,
consolidation, recapitalization, separation, liquidation,
split-up, or
share combination), the Committee shall adjust awards in any
manner determined by the Committee to be an appropriate and
equitable means to prevent dilution or enlargement of rights.
Stock
Options
The Plan permits the granting of stock options. The grant of an
option entitles the participant to purchase shares of our common
stock at an exercise price established by the Committee. Any
option granted under the Plan may be either an ISO or an NQSO,
as determined in the discretion of the Committee.
An option shall become vested and exercisable in accordance with
such terms and conditions and during such periods as may be
established by the Committee and set forth in the applicable
award agreement. In no event, however, shall an option expire
later than ten years after the date of its grant. The exercise
price of each option shall be established by the Committee;
provided, however, that the exercise price of an incentive stock
option shall not be less than 100% of the fair market value of a
share of our common stock on the date of grant.
The full exercise price for shares of our common stock purchased
upon the exercise of any option shall be paid at the time of
such exercise:
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in cash;
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by tendering previously acquired shares (provided that the
shares that are tendered must have been held by the participant
for at least six months prior to the payment date) duly endorsed
for transfer to the Company or shares issuable to the
participant upon exercise of the option; or
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by a combination of the above-mentioned payment methods.
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Except for either adjustments in connection with a corporate
transaction for the purpose of preserving the benefits or
potential benefits of the awards, or reductions of the exercise
price approved by the Companys stockholders, the exercise
price for any outstanding option may not be decreased after the
date of grant.
8
Stock
Appreciation Rights (SARs)
The Plan permits the granting of SARs. The grant price of a SAR
is determined by the Committee, but the grant price for a SAR
intended to be exempt from Section 409A of the Code shall
be equal to or greater than the fair market value of a share of
our common stock on the date of grant. The term of a SAR may not
exceed ten years. A SAR may be exercised upon the terms and
conditions imposed by the Committee. Upon exercise of a SAR, a
participant will receive payment equal to the number of SARs
exercised multiplied by the excess of the fair market value of a
share of our common stock on the date of exercise over the grant
price. Payment of a SAR may be made in cash, shares of our
common stock, or a combination of cash and shares, as determined
by the Committee.
Except in certain recapitalization events, a SAR award may not
be modified to specify a lower exercise price without the
approval of our stockholders. The Plan does not permit grants of
dividend equivalent rights with respect to SARs.
Restricted
Stock and Restricted Stock Units
The Plan permits the granting of restricted stock and restricted
stock units. The grant of a share of restricted stock entitles
the participant to receive a share of our common stock upon
completing a specified period of service with the Company or its
affiliates
and/or the
achievement of specific performance objectives. The grant of a
restricted stock unit entitles the participant to receive a
payment of a share of our common stock upon completing a
specified period of service with the Company or its affiliates
and/or the
achievement of specific performance objectives.
Grants of restricted stock and restricted stock units become
vested in accordance with such terms and conditions and during
such periods as may be established by the Committee and set
forth in the applicable award agreement. Selected participants
may elect (or be required, as to bonuses) to defer a portion of
their salary
and/or bonus
in exchange for restricted stock units. Each participant who
elects to make a deferral will be credited under the Plan with a
number of restricted stock units equal to no less than the
amount of the deferral divided by the fair market value of a
share of our common stock on the date of the grant of the
restricted stock units.
Participants holding shares of restricted stock during the
restriction period may exercise full voting rights with respect
to those shares. In addition, during the restriction period a
participant will receive regular cash dividends that are paid
with respect to underlying shares of restricted stock. If the
award agreement governing the restricted stock units permits it,
during the restriction period a participant may receive regular
cash dividend equivalents paid with respect to restricted stock
units.
Performance
Shares; Performance Criteria
The Plan permits the granting of performance shares. Each
performance share must have an initial value equal to the fair
market value of a share of our common stock on the date of
grant. The Committee will set the performance periods and
performance objectives that, depending on the extent to which
they are met, will determine the number of performance shares
payable in cash, shares or a combination of cash and shares, as
applicable.
The performance measures used for purposes of awards (both those
granted on or prior to the date of the 2009 annual meeting and
those granted after the date of such meeting) designed to
qualify for performance-based exception from the tax
deductibility limitations of Section 162(m) of the Code and
any regulations promulgated thereunder will be chosen by the
Committee from among the following alternatives:
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earnings before interest and taxes;
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earnings before interest, taxes, depreciation and amortization;
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net earnings;
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operating earnings or income;
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earnings growth;
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net income (absolute or competitive growth rates comparative);
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9
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net income applicable to shares of common stock;
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cash flow, including operating cash flow, free cash flow,
discounted cash flow return on investment, and
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cash flow in excess of cost of capital;
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earnings per share of common stock;
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return on stockholders equity (absolute or peer-group
comparative);
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stock price (absolute or peer-group comparative);
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absolute
and/or
relative return on common stockholders equity;
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absolute
and/or
relative return on capital;
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absolute
and/or
relative return on assets;
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economic value added (income in excess of cost of capital);
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customer satisfaction;
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expense reduction;
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ratio of operating expenses to operating revenues;
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gross revenue or revenue by pre-defined business segment
(absolute or competitive growth rates comparative);
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revenue backlog; and
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margins realized on delivered services.
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The Committee will have the discretion to adjust targets set for
pre-established performance objectives; however, awards designed
to qualify for the performance-based exception may not be
adjusted upward, except to the extent permitted under
Section 162(m) of the Code, to reflect accounting changes
or other events. Additional provisions relating to the setting
of the performance goal and certifying achievement of
performance against the goal and the amount earned apply to
awards made to executive officers that are intended to meet the
performance-based exception from the tax deductibility
limitations of Section 162(m) of the Code.
We have generally attempted to structure the Plan so that
remuneration attributable to stock options and other awards will
not be subject to a deduction limitation contained in
Section 162(m) of the Code.
Other
Stock Awards
Subject to the terms of the Plan, other stock awards may be
granted to participants in such amounts and upon such terms, and
at any time from time to time, as the Committee determines.
Transfers
Except as otherwise provided by the Committee and except as
designated by the participant by will or by the laws of descent
and distribution, awards under the Plan are not transferable.
However, subject to the conditions of the Plan and the
applicable award agreement and any such additional conditions as
the Committee may impose, a participant may transfer NQSOs as a
gift to certain trusts maintained solely for the benefit of the
participants spouse or children or designate the trusts to
which the Company may issue NQSOs.
Change
of Control
In the event of a Change in Control, the Committee shall have
the discretion to accelerate the vesting of awards, eliminate
any restrictions applicable to awards, deem the performance
measures to be satisfied, or take such other action as it deems
appropriate, in its sole discretion.
10
Federal
Income Tax Consequences
Nonqualified
Stock Options
Under the current tax rules, NQSOs granted under the Plan will
not be taxable to a participant at grant, but generally will
result in taxation at exercise, at which time the participant
will recognize ordinary income in an amount equal to the
difference between the options exercise price and the fair
market value of the shares on the exercise date. The Company
will be entitled to deduct a corresponding amount as a business
expense in the year the participant recognizes this income.
Incentive
Stock Options
Under the current tax rules, an employee will generally not
recognize ordinary income on receipt or exercise of an ISO so
long as he or she has been an employee of the Company or its
subsidiaries from the date the ISO was granted until three
months before the date of exercise; however, the amount by which
the fair market value of the shares on the exercise date exceeds
the exercise price is generally an adjustment in computing the
employees alternative minimum tax in the year of exercise.
If the employee holds the shares of our common stock received on
exercise of the ISO for one year after the date of exercise (and
for two years from the date of grant of the ISO), any difference
between the amount realized upon the disposition of the shares
and the amount paid for the shares will be treated as long-term
capital gain (or loss, if applicable) to the employee. If the
employee exercises an ISO and satisfies these holding period
requirements, the Company may not deduct any amount in
connection with the ISO. If an employee exercises an ISO but
engages in a disqualifying disposition by selling
the shares acquired on exercise before the expiration of the
one- and two-year holding periods described above, the employee
generally will recognize ordinary income (for regular income tax
purposes only) in the year of the disqualifying disposition
equal to the excess, if any, of the fair market value of the
shares on the date of exercise over the exercise price; and any
excess of the amount realized on the disposition over the fair
market value on the date of exercise will be taxed as long- or
short-term capital gain (as applicable). If, however, the fair
market value of the shares on the date of disqualifying
disposition is less than on the date of exercise, the employee
will recognize ordinary income equal only to the difference
between the amount realized on the disqualifying disposition and
the exercise price. In either event, the Company will be
entitled to deduct an amount equal to the amount constituting
ordinary income to the employee in the year of the disqualifying
disposition.
Stock
Appreciation Rights (SARs)
Under the current tax rules, a participant will generally not
recognize income, and we will not be entitled to a deduction
from income, at the time of grant of a SAR. When the SAR is
exercised, the participant will recognize ordinary income equal
to the difference between the aggregate grant price and the fair
market value, as of the date the SAR is exercised, of our common
stock. The participants tax basis in shares acquired upon
exercise of a stock-settled SAR will equal the amount recognized
by the participant as ordinary income. We will generally be
entitled to a federal income tax deduction, in the tax year in
which the SAR is exercised, equal to the ordinary income
recognized by the participant as described above. If the
participant holds shares acquired through exercise of a
stock-settled SAR for more than one year after the exercise of
the SAR, the capital gain or loss realized upon the sale of
those shares will be a long-term capital gain or loss. The
participants holding period for shares acquired upon the
exercise of a stock-settled SAR will begin on the date of
exercise.
Restricted
Stock and Restricted Stock Units
The Company is required to withhold taxes to comply with federal
and state laws applicable to the value of shares of restricted
stock when they vest. Upon the lapse of the applicable
restrictions, the value of the restricted stock generally will
be taxable to the participant as ordinary income and deductible
by the Company. Restricted stock units generally are subject to
tax at the time of payment and the Company will generally have a
corresponding deduction when the participant recognizes income.
11
Performance
Shares
Performance shares generally are subject to tax at the time of
payment and we generally will have a corresponding deduction
when the participant recognizes income.
Section 409A
To the extent that Section 409A of the Code is applicable,
we intend to administer the Plan and any grants made thereunder
in a manner consistent with the requirements of
Section 409A, and any regulations and other guidance
promulgated with respect to Section 409A by the
U.S. Department of Treasury or Internal Revenue Service.
The Committee may permit or require a participant to defer
receipt of cash or shares of common stock that would otherwise
be due to the participant under the Plan or otherwise create a
deferred compensation arrangement (as defined in
Section 409A of Code) in accordance with the terms of the
Plan. The deferral of an award under the Plan or compensation
otherwise payable to the participant will be set forth in the
terms of the award agreement or as elected by the participant
pursuant to such rules and procedures as the Committee may
establish. Any such initial deferral election by a participant
will designate a time and form of payment and will be made at
such time as required by and in accordance with
Section 409A. Any deferred compensation arrangement created
under the Plan will be distributed at such times as provided in
an award agreement or a separate election form and in accordance
with Section 409A. No distribution of a deferral will be
made pursuant to the Plan if the Committee determines that a
distribution would (i) violate applicable law; (ii) be
nondeductible pursuant to Section 162(m) of the Code; or
(iii) violate a loan covenant or similar contractual
requirement of the Company causing material harm to the Company.
In any such case, a distribution will be made at the earliest
date at which the Committee determines such distribution would
not trigger clause (i), (ii) or (iii) above. All
awards under the Plan are intended either (i) to be exempt
from Section 409A or (ii) to comply with
Section 409A, and will be administered in a manner
consistent with that intent.
Withholding
The Company has the right to deduct or withhold, or require the
participant to remit to the Company, the amount the Company
determines is necessary to satisfy federal, state and local
taxes, domestic or foreign, required by applicable law or
regulation to be withheld with respect to any taxable event
arising under the Plan. The Company may withhold shares of our
common stock to satisfy the minimum withholding tax required
upon a taxable event arising under the Plan, but the participant
may elect, subject to the approval of the Committee, to deliver
to the Company the necessary funds to satisfy the withholding
obligation, in which case there will be no reduction in the
shares of our common stock otherwise distributable to the
participant.
Tax
Advice
The preceding discussion is based on U.S. income tax laws
and regulations presently in effect, which are subject to
change, and the discussion does not purport to be a complete
description of the U.S. income tax aspects of the Plan. A
participant may also be subject to state and local income taxes
in connection with the grant of awards under the Plan. The
Company suggests that participants consult with their individual
tax advisors to determine the applicability of the tax rules to
the awards granted to them in their personal circumstances.
Other
Information
The Plan was originally effective on July 31, 2006. The
amendment and restatement of the Plan will be effective
June 18, 2009, subject to stockholder approval, and,
subject to the right of the Committee to amend or terminate the
Plan, will remain in effect as long as any awards under it are
outstanding; provided, however, that no awards may be granted
under the Plan after the ten-year anniversary of the original
effective date of the Plan.
The Committee may, at any time, amend, suspend or terminate the
Plan, and the Committee may amend any award agreement; provided
that no amendment may, in the absence of written consent to the
change by the affected participant, materially alter or impair
any rights or obligations under an award already granted under
the Plan.
12
New Plan
Benefits and Other Matters
The Committee has discretion to determine the type, terms and
conditions and recipients of awards granted under the Plan.
Accordingly, it is not possible to determine the amount of the
awards that will be received by any director, officer,
consultant or employee of the Company under the Plan if the
amendment and restatement of the Plan is approved.
On April 21, 2009, the Nasdaq Global Market reported a
closing price of $4.58 for our common stock. The following table
sets forth information regarding securities authorized for
issuance under our equity compensation plans as of
December 31, 2008.
Equity
Compensation Plan Information
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Number of Securities
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Remaining Available
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for Future Issuance
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Under Equity
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Compensation
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Number of Securities
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Weighted-Average
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Plans (Excluding
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to be Issued
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Exercise Price of
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Securities
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Upon Exercise of
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Outstanding
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Reflected in the
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Plan Category
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Outstanding Options
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Options
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First Column)
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Equity Compensation Plans Approved by Security Holders(1)
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5,484,366
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$
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4.19
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168,855
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(2)
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Equity Compensation Plans Not Approved by Security Holders(3)
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Total
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5,484,366
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$
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4.19
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168,855
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(1) |
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Includes our 2004 Unit Option Plan, which was merged with our
2006 Stock Incentive Plan. |
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(2) |
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Includes shares remaining available for future issuance under
our 2006 Stock Incentive Plan. |
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(3) |
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There are no equity compensation plans in place not approved by
our stockholders. |
THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF
THE AMENDMENT AND RESTATEMENT OF OUR 2006 STOCK INCENTIVE
PLAN.
13
BOARD OF
DIRECTORS AND CORPORATE GOVERNANCE
Meetings
and Committees of the Board of Directors
During fiscal 2008, the Board of Directors (the
Board) held seven meetings. During fiscal 2008, each
director attended at least 75% of the aggregate of the total
number of meetings of the Board held during the period in which
he or she was a director and the total number of meetings held
by all of the committees of the Board on which he or she served.
The Board has an Audit Committee, a Compensation Committee and a
Nominating and Corporate Governance Committee. Each of these
committees was formally established in August 2006 in connection
with the Companys initial public offering.
Audit Committee. The Audit Committee consists
of Charles K. Bobrinskoy, John R. Walter, Peter J. Barris and
Sharyar Baradaran. Charles K. Bobrinskoy serves as the chairman
of our Audit Committee. The Audit Committee is composed of
independent non-employee directors and is responsible for, among
other things, reviewing and recommending to the Board internal
accounting and financial controls and accounting principles and
auditing practices to be employed in the preparation and review
of our financial statements. In addition, the Audit Committee
has authority to engage public accountants to audit our annual
financial statements and determine the scope of the audit to be
undertaken by such accountants. Charles K. Bobrinskoy is our
Audit Committee financial expert under the SEC rule implementing
Section 404 of the Sarbanes-Oxley Act of 2002. During
fiscal 2008, the Audit Committee held four meetings.
Compensation Committee. The Compensation
Committee consists of Linda S. Wolf, John R. Walter, Jack M.
Greenberg, Peter J. Barris, Eric P. Lefkofsky, Charles K.
Bobrinskoy and Sharyar Baradaran. Jack M. Greenberg serves as
the chairman of our Compensation Committee. The Compensation
Committee is composed of independent non-employee directors and
is responsible for, among other things, reviewing and approving
compensation of our Chief Executive Officer and our other
executive officers. Additionally, the Compensation Committee
reviews and recommends to our Chief Executive Officer and the
Board policies, practices and procedures relating to the
compensation of managerial employees and the establishment and
administration of certain employee benefit plans for managerial
employees. The Compensation Committee has the authority to
administer our Stock Incentive Plan, and advise and consult with
our officers regarding managerial personnel policies. See
EXECUTIVE AND DIRECTOR COMPENSATION
Compensation Discussion and Analysis section of this proxy
statement for discussion of the Companys processes and
procedures for considering and determining executive and
director compensation. During fiscal 2008, the Compensation
Committee held five meetings.
Nominating and Corporate Governance
Committee. The Nominating and Corporate
Governance Committee consists of John R. Walter, Linda S. Wolf,
Jack M. Greenberg, Peter J. Barris, Eric P. Lefkofsky and
Sharyar Baradaran. John R. Walter serves as the chairman of our
Nominating and Corporate Governance Committee. The Nominating
and Corporate Governance Committee is composed of independent
non-employee directors and is responsible for, among other
things, assisting the Board with its responsibilities regarding:
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the identification of individuals qualified to become directors;
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the selection of the director nominees for the next annual
meeting of stockholders;
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the selection of director candidates to fill any vacancies on
the Board;
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the performance, composition, duties and responsibilities of the
Board and the committees of the Board;
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succession planning for the Chief Executive Officer; and
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the operation of the Board with respect to corporate governance
matters.
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In evaluating and determining whether to nominate a candidate
for a position on the Companys Board, the Nominating and
Corporate Governance Committee will consider the
candidates professional ethics and values, relevant
management experience and a commitment to enhancing stockholder
value. In evaluating candidates for nomination, the Nominating
and Corporate Governance Committee utilizes a variety of
methods. The Company regularly assesses the size of the Board,
whether any vacancies are expected due to retirement or
otherwise, and the need for particular expertise on the Board.
Candidates may come to the attention of the Nominating and
Corporate
14
Governance Committee from current Board members, stockholders,
professional search firms, officers or other persons. The
Nominating and Corporate Governance Committee will review all
candidates in the same manner regardless of the source of
recommendation. During fiscal 2008, the Nominating and Corporate
Governance Committee held five meetings.
The Nominating and Corporate Governance Committee will consider
stockholder recommendations of candidates when the
recommendations are properly submitted. Any stockholder
recommendations which are submitted under the criteria
summarized above should include the candidates name and
qualifications for Board membership and should be addressed to
Joseph M. Busky, Corporate Secretary, InnerWorkings, Inc.,
600 West Chicago Avenue, Suite 850, Chicago,
Illinois 60654.
For purposes of potential nominees to be considered at the 2010
annual stockholders meeting, the Corporate Secretary must
receive this information no earlier than March 20, 2010 and
no later than the close of business on April 19, 2010, in
accordance with the procedures in the Companys by-laws.
The notice must set forth the candidates name, age,
business address, residence address, principal occupation or
employment, the number of shares beneficially owned by the
candidate and information that would be required to solicit a
proxy under federal securities law. In addition, the notice must
include the stockholders name, address and the number of
shares beneficially owned (and the period they have been held).
The Company has not paid a third party a fee to identify,
evaluate or assist in identifying potential nominees for
director.
Governance
Documents
All of the Companys current committee charters are
available at www.inwk.com on the Investor
page under the link Corporate Governance.
Compensation
Committee Interlocks and Insider Participation
None of the members of our Compensation Committee serves, or has
at any time served, as an officer or employee of us or any of
our subsidiaries. None of our executive officers has served as a
member of the Compensation Committee, or other committee serving
an equivalent function, of any other entity, one of whose
executive officers served as a member of our Compensation
Committee.
Communications
with Directors
The Board has established a process to receive communications
from stockholders. Stockholders and other interested parties may
contact any member (or all members) of the Board, or the
non-management directors as a group, any board committee or any
chair of any such committee by mail. To communicate with the
Board, any individual directors or any group or committee of
directors, correspondence should be addressed to the Board or
any such individual directors or group or committee of directors
by either name or title. All such correspondence should be sent
c/o Joseph
M. Busky, Corporate Secretary at 600 West Chicago
Avenue, Suite 850, Chicago, Illinois 60654.
All communications received as set forth in the preceding
paragraph will be opened by the Corporate Secretary for the sole
purpose of determining whether the contents represent a message
to our directors. The Corporate Secretary will forward copies of
all correspondence that, in the opinion of the Corporate
Secretary, deals with the functions of the Board or its
committees or that he otherwise determines requires the
attention of any member, group or committee of the Board.
Attendance
at Annual Meeting
Directors are encouraged, but not required, to attend our annual
stockholders meeting. Steven E. Zuccarini attended the
2008 Annual Meeting of Stockholders.
15
STOCK
OWNERSHIP
Security
Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of April 21,
2009 (except as indicated below) by:
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all persons known by us to own beneficially 5% or more of our
outstanding common stock;
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each of our directors and director nominees;
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each of the named executive officers listed in the
EXECUTIVE AND DIRECTOR COMPENSATION Executive
Compensation Summary Compensation Table
section of this proxy statement; and
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all of our directors and executive officers as a group.
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Unless otherwise indicated, the address of each beneficial owner
listed below is
c/o InnerWorkings,
Inc., 600 West Chicago Avenue, Suite 850, Chicago,
Illinois 60654.
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Number of
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Shares
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Approximate
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Beneficially
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Percent of
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Name and Address
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Owned(1)
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Class(1)
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CERTAIN BENEFICIAL OWNERS:
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Richard A. Heise, Jr.
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6,459,906
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(2)
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13.5
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%
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Entities affiliated with New Enterprise Associates
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7,127,067
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(3)
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14.8
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%
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c/o New
Enterprise
Associates 1119 St. Paul Street
Baltimore, MD 21202
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FMR LLC
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3,142,700
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(3)
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6.5
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%
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82 Devonshire Street
Boston, MA 02109
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William Blair & Company, L.L.C.
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5,398,331
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(4)
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11.2
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%
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222 West Adams
Chicago, IL 60606
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DIRECTORS, DIRECTOR NOMINEES AND NAMED EXECUTIVE OFFICERS:
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John R. Walter
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1,428,738
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(5)
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3.0
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%
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Steven E. Zuccarini
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1,610,948
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(6)
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3.3
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%
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Eric D. Belcher
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351,393
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(7)
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*
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Jack M. Greenberg
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132,940
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(8)
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*
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Peter J. Barris
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7,148,856
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(9)
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14.9
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%
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c/o New
Enterprise Associates
1119 St. Paul Street
Baltimore, MD 21202
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Sharyar Baradaran
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719,420
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(10)
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1.5
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%
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Linda S. Wolf
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43,738
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(11)
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*
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Eric P. Lefkofsky
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3,923,589
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(12)
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8.2
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%
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Charles K. Bobrinskoy
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25,954
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(13)
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*
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Joseph M. Busky
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5,000
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*
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Jonathan M. Shean
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12,500
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*
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Nicholas J. Galassi(15)
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306,339
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*
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Neil P. Graver
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27,883
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(14)
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*
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Arthur K. Harrell(16)
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*
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All directors and executive officers as a group (13 persons)
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15,576,403
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(17)
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32.2
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%
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16
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* |
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= less than 1% |
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(1) |
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Beneficial ownership means any person who,
directly or indirectly, has or shares voting or investment power
with respect to a security or has the right to acquire such
power within 60 days. Shares of common stock subject to
options that are currently exercisable or exercisable within
60 days of April 21, 2009 are deemed outstanding for
computing the ownership percentage of the person holding such
options, but are not deemed outstanding for computing the
ownership percentage of any other person. The number of shares
beneficially owned is determined as of April 21, 2009, and
the percentages are based upon 48,002,277 shares of our
common stock outstanding as of April 21, 2009. Unless
otherwise indicated, each stockholder listed below has sole
voting and investment power with respect to the shares of common
stock beneficially owned by such stockholder. |
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(2) |
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Includes 4,128,316 shares owned by Old Willow Partners, LLC
and 1,897,417 shares owned by the Heise 2005 Grantor Trust,
which are both controlled by Richard A. Heise, Jr. |
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(3) |
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Based solely on Schedule 13G filed with the Securities
Exchange Commission on February 17, 2009. |
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(4) |
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Based solely on Schedule 13G/A filed with the Securities
Exchange Commission on January 12, 2009. |
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(5) |
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Includes options to purchase 1,413,441 shares of common stock
and 5,297 shares of restricted stock, which are exercisable
within sixty days of April 21, 2009. |
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(6) |
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Includes options to purchase 1,598,948 shares of common stock,
which are exercisable within sixty days of April 21, 2009. |
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(7) |
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Includes options to purchase 323,983 shares of common stock,
which are exercisable within sixty days of April 21, 2009. |
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(8) |
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Includes options to purchase 113,441 shares of common stock and
5,297 shares of restricted stock, which are exercisable
within sixty days of April 21, 2009. Of these options, an
option to purchase 50,000 shares is held for the benefit of
Mr. Greenbergs family. Mr. Greenberg may be
deemed to have voting and dispositive power over the securities
held for the benefit of members of his family.
Mr. Greenberg disclaims beneficial ownership of these
securities except to the extent of his pecuniary interest. |
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(9) |
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Includes 7,127,067 shares of common stock held by New
Enterprise Associates 11, Limited Partnership. Mr. Barris
is a manager of NEA 11 GP, LLC, which is the sole general
partner of NEA Partners 11, Limited Partnership (NEA
Partners 11). NEA Partners 11 is the sole general partner
of New Enterprise Associates 11, Limited Partnership (New
Enterprise Associates 11), the direct beneficial owner of
the securities. Mr. Barris disclaims beneficial ownership
of the securities held by New Enterprise Associates 11, except
to the extent of his pecuniary interest. Includes
838 shares held by PJ Barris, LLC. Peter J. Barris is a
member of PJ Barris, LLC and may be deemed to have voting and
dispositive power over the shares. Mr. Barris disclaims
beneficial ownership of the shares except to the extent of his
pecuniary interest. Also includes 2,213 shares held by New
Enterprise Associates LLC (NEA LLC). Mr. Barris
is a member and director of NEA LLC. He disclaims beneficial
ownership of the shares except to the extent of his pecuniary
interest. Also includes, 13,441 options to purchase shares of
common stock and 5,297 shares of restricted stock, which
are exercisable within sixty days of April 21, 2009. |
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(10) |
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Includes 700,682 shares of common stock held by the
Baradaran Revocable Trust. Sharyar Baradaran is the trustee of
the Trust and may be deemed to have voting and dispositive power
over the shares. Mr. Baradaran disclaims beneficial
ownership of these shares except to the extent of his pecuniary
interest. Also includes, 13,441 options to purchase shares of
common stock and 5,297 shares of restricted stock, which
are exercisable within sixty days of April 21, 2009. |
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(11) |
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Includes options to purchase 38,441 shares of common stock and
5,297 shares of restricted stock, which are exercisable
within sixty days of April 21, 2009. |
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(12) |
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Includes 3,573,734 shares held by Orange Media, LLC, which
is controlled by Elizabeth Kramer Lefkofsky, the wife of Eric P.
Lefkofsky and 331,117 shares held by the Lefkofsky Family
Foundation, which is controlled by Mr. and Mrs. Lefkofksy.
Also includes an option to purchase 13,441 shares of common
stock and 5,297 shares of restricted stock, which are
exercisable within sixty days of April 21, 2009. |
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(13) |
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Includes options to purchase 13,441 shares of common stock and
5,297 shares of restricted stock, which are exercisable
within sixty days of April 21, 2009. |
17
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(14) |
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Includes an option to purchase 27,883 shares of common
stock, which is exercisable within sixty days of April 21,
2009. |
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(15) |
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Includes options to purchase 205,000 shares of common
stock, which are exercisable within sixty days of April 21,
2009. Effective July 16, 2008, Nicholas J. Galassi resigned
as Chief Financial Officer and continued with the Company as a
non-executive employee through August 2008. |
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(16) |
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Effective September 2, 2008 Arthur K. Harrell resigned as
Executive Vice President of Sales. Mr. Harrell continued to
provide account development services to the Company as an
independent contractor for a period of six months ending
February 2009. |
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(17) |
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Excludes Neil P. Graver, Nicholas J. Galassi and Arthur K.
Harrell, none of whom were executive officers as of
April 21, 2009, and includes 56,722 shares of common
stock held by Ryan G. Irwin and 10,309 shares of common
stock and an option to purchase 5,000 shares of common
stock, which is exercisable within 60 days of
April 21, 2009, held by Jan V. Sevcik, both of whom were
executive officers as of April 21, 2009. |
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires our directors, executive officers and holders of more
than 10% of our common stock to file with the SEC reports
regarding their ownership and changes in ownership of our common
stock. They are also required to provide us with copies of any
forms they file.
Based solely on our review of the reports furnished to us, we
believe that during the last fiscal year, all reports filed by
our directors and executive officers under Section 16(a)
were made timely, except for three Form 4s filed by Eric P.
Lefkofsky for seven transactions covering the sale of Company
common stock, one Form 4 filed late by Joseph
Del Preto for one transaction covering the grant of Company
restricted stock and the initial report on Form 3 filed
late by Ryan G. Irwin.
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In the ordinary course of our business and in connection with
our financing activities, we have entered into a number of
transactions with our directors, officers and 5% or greater
stockholders. All of the transactions set forth below were
approved by the unanimous vote of our Board of Directors. We
believe that we have executed all of the transactions set forth
below on terms no less favorable to us than we could have
obtained from unaffiliated third parties. Our Audit Committee is
responsible for approving related party transactions, as defined
in applicable rules promulgated by the Securities and Exchange
Commission. Our Audit Committee operates under a written charter
pursuant to which all related party transactions are reviewed
for potential conflicts of interest situations. Such
transactions must be approved by our Audit Committee prior to
consummation.
Minority
Interest in Echo Global Logistics, Inc.
In February 2005, we acquired 2,000,000 shares of common
stock of Echo Global Logistics, Inc., a technology-enabled
transportation and logistics business process outsourcing firm,
for $125,000. In May 2008, we sold 500,000 shares of our
common stock in Echo, or 25% of our holdings, for
$4.7 million in net cash. The shares were purchased by
Printworks Series E, LLC, an affiliate of the Nazarian
family and a stockholder of InnerWorkings. In September 2008, we
sold an additional 150,000 shares of our common stock in
Echo for $1.5 million in net cash. The shares were
purchased by the Y&S Nazarian Family Foundation, an
affiliate of the Nazarian family. As of April 30, 2009, we
owned 1,350,000 shares, or 4.0% on a fully-diluted basis,
of Echos common stock.
Other than Linda S. Wolf and Charles K. Bobrinskoy, each member
of our Board of Directors has a direct
and/or an
indirect ownership interest in Echo. Certain stockholders of
Echo, and their respective ownership interests in Echo, include:
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John R. Walter (3.2%), one of our directors,
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Jack M. Greenberg (0.10%), one of our directors,
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18
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Old Willow Partners, LLC (12.8%), which is owned by Richard A.
Heise, Jr.,
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Blue Media, LLC (14.8%), which is owned by Eric P. Lefkofsky,
one of our directors, and his wife, Elizabeth Kramer Lefkofsky,
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Polygal Row, LLC (27.5%), members of which include Old Willow,
LLC, Blue Media, LLC, Steven E. Zuccarini, our Vice Chairman of
the Board and former Chief Executive Officer, and Eric D.
Belcher, our Chief Executive Officer,
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Green Media, LLC (2.4%), which is owned by Eric P. Lefkofsky and
his wife, Elizabeth Kramer Lefkofsky,
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Echo Global Logistics Series C Investment Partners, LLC
(12.1%), members of which include Steven E. Zuccarini and John
R. Walter,
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Entities affiliated with New Enterprise Associates (13.5%), of
which Peter J. Barris, one of our directors, is a
partner, and
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Affiliates of the Nazarian family (15.2%), which include Sharyar
Baradaran, one of our directors.
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We provided print procurement services to Echo, and as
consideration for these services Echo paid us approximately
$140,000 in 2008. In addition, Echo provided transportation
services to us in 2008. As consideration for these services, we
paid Echo approximately $2.7 million in 2008. We also
sub-lease a portion of our office space to Echo. In November
2005, we entered into an agreement with Echo pursuant to which
Echo sub-leased a portion of our office space in Chicago, and
paid 20% of our lease payment (and 25% of our overhead expense)
relating to this space. In January 2007, we amended the
agreement and Echo agreed to pay 35% of our lease payments for
this space. This agreement expired in April 2007. In June 2007,
we entered into a new agreement with Echo pursuant to which it
currently sub-leases a portion of our office space in Chicago,
and pays 29% of our lease payment and overhead expense relating
to this space. This agreement expired in November 2008. As
consideration for the leased space, we billed Echo $193,333 in
2008.
In November 2008, we entered into a new agreement with
MediaBank, LLC, pursuant to which it
sub-leases a
portion of our office space in Chicago, and pays 29% of our
lease payment and overhead expense relating to this space. Five
members of our Board of Directors, Messrs. Lefkofsky, Walter,
Barris, Greenberg and Ms. Wolf are also directors as MediaBank.
Other than Charles K. Bobrinskoy, each member of our Board of
Directors has a direct and/or indirect ownership interest in the
Company. As consideration for the leased space, we billed
MediaBank $38,667 in 2008.
In June 2006, we entered into a supplier rebate program with
Echo, pursuant to which Echo provides us with an annual rebate
on all freight expenditures in an amount equal to 5%. In April
2008, we amended the terms of the supplier rebate program, such
that we receive an annual rebate on all freight expenditures in
an amount equal to 3%, plus an additional 2% if paid within
15 days. Under the supplier rebate program, we received
approximately $12,000 in rebates in 2008.
Consulting
Arrangements with Mr. Eric P. Lefkofsky and
Mr. Richard A. Heise, Jr.
Mr. Eric P. Lefkofsky and Mr. Richard A.
Heise, Jr. were instrumental in the formation and
development of our Company. In light of this historical
relationship and to benefit from the valuable perspective gained
from this involvement, our management and Board of Directors
consults with each of them on a regular basis. In order to
formalize the relationship with Mr. Lefkofsky, we entered
into an agreement with him on March 14, 2008. The
consulting agreement with Mr. Lefkofsky was terminated upon
his appointment to the Board. Mr. Lefkofsky did not receive
any compensation for such consulting, nor does Mr. Heise.
Mr. Lefkofsky served as an executive officer and a director
and Mr. Heise served as a director of HA-LO Industries,
Inc., a NYSE-listed company. As of December 31, 2008,
Mr. Lefkofsky and Mr. Heise beneficially owned 7.7%
and 13.3% of our common stock, respectively.
Consulting
Agreement with Arthur K. Harrell
Effective September 2, 2008, Arthur K. Harrell resigned as
our Executive Vice President of Sales. In connection with his
resignation, we entered into a consulting agreement with
Mr. Harrell, dated as of September 2, 2008. Under the
consulting agreement, Mr. Harrell agreed to provide account
development services to us, substantially consistent with those
services provided as our Executive Vice President of Sales, for
six months commencing on September 2, 2008, unless
terminated earlier. During 2008, we paid Mr. Harrell
$104,167 for his consulting services.
19
EXECUTIVE
AND DIRECTOR COMPENSATION
Executive
Officers
The following table sets for the certain information concerning
each of our executive officers:
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Name
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Age
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Position
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Eric D. Belcher
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40
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Chief Executive Officer, President and Director
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Joseph M. Busky
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41
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Chief Financial Officer and Secretary
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Ryan G. Irwin
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42
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Executive Vice President of Sales
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Jonathan M. Shean
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35
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Senior Vice President, Operations
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Jan J. Sevcik
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40
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Chief Information Officer
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Eric D. Belcher, see the section of this proxy statement
entitled PROPOSALS TO BE VOTED ON
Proposal No. 1 Election of Directors.
Joseph M. Busky has served as our Chief Financial Officer
since July 2008. From November 2006 to November 2007,
Mr. Busky served as Corporate Vice President, Chief
Accounting Officer at Dade Behring, Inc., a clinical diagnostics
company. Upon the purchase of Dade Behring by Siemens Healthcare
in November 2007, Mr. Busky assumed the role of Vice
President, Corporate Controller for the Siemens Healthcare
Diagnostics division. Previously, Mr. Busky served in
various roles of increasing responsibility at Dade Behring,
including Vice President, Treasurer, Vice President, Corporate
Controller and Vice President, Corporate Planning. Before
joining Dade Behring in 1997, Mr. Busky worked in the audit
function of Price Waterhouse, a global accounting firm, for nine
years. Mr. Busky is a Certified Public Accountant and holds
a Bachelor of Business Administration in Accounting and a
Masters in Business Administration degree from Loyola College.
Ryan G. Irwin has served as our Executive Vice President
of Sales since September 2008. From September 2002 through
August 2008, Mr. Irwin held various positions at Ariba,
Inc., a provider of on-demand spend management solutions, and
most recently served as its Vice President of North American
Enterprise Sales. Mr. Irwin holds a bachelors degree
from the University of Detroit.
Jonathan M. Shean has served as our Senior Vice President
of Operations since October 2007. Prior to joining the Company,
Mr. Shean held a senior management position at Domtar
Corporation, a global producer of paper. Mr. Shean served
in various management roles with increasing responsibilities at
Domtar for over 12 years. Mr. Shean holds a Bachelor
of Business Administration in Marketing from the University of
Notre Dame and a Masters in Business Administration from the
University of Michigan Ross School of Business.
Jan J. Sevcik has served as our Chief Information Officer
since January 2009. From July 2007 through January 2009,
Mr. Sevcik served as the Companys Senior Vice
President of Technology and
E-Commerce.
In Mr. Sevciks role as Chief Information Officer, he
oversees the development and administration of patent filings
and manages the continued growth and development of our PPM4
technology and related sourcing technology. In August 1999,
Mr. Sevcik founded eCorporate Printers, where he was
responsible for the development of technology and patents.
Mr. Sevcik holds a Bachelors of Science Degree in
Business from Regents College of the University of New York.
Compensation
Discussion and Analysis
Overview
This compensation discussion describes the material elements of
compensation awarded to, earned by, or paid to each of our
executive officers who served as named executive officers during
the last completed fiscal year. This compensation discussion
focuses on the information contained in the following tables and
related footnotes and narrative for primarily the last completed
fiscal year, but we also describe compensation actions taken
before or after the last completed fiscal year to the extent it
enhances the understanding of our executive compensation
disclosure.
Prior to our initial public offering in August 2006, our Board
(and our Board of Managers when we were a limited liability
company) oversaw and administered our executive compensation
program. The Compensation Committee currently oversees the
design and administration of our executive compensation program.
20
The principal elements of our executive compensation program are
base salary, annual cash incentives, long-term equity incentives
in the form of stock options and restricted stock awards, other
benefits and perquisites, post-termination severance and
acceleration of stock option and restricted stock award vesting
for certain named executive officers upon termination
and/or a
change in control. Our other benefits and perquisites consist of
life and health insurance benefits, a qualified 401(k) savings
plan and include reimbursement for certain medical insurance and
automobile payments. Our philosophy is to position the aggregate
of these elements at a level that is commensurate with our size
and sustained performance.
Compensation
Program Objectives and Philosophy
In General. The objectives of our compensation
programs are to:
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attract, motivate and retain talented and dedicated executive
officers,
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provide our executive officers with both cash and equity
incentives to further the interests of us and our
stockholders, and
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provide employees with long-term incentives so we can retain
them and provide stability during periods of rapid growth.
|
Generally, the compensation of our executive officers is
composed of a base salary, an annual incentive compensation
award and equity awards in the form of stock options and
restricted stock awards. In setting base salaries, the
Compensation Committee reviews the individual contributions of
the particular executive. The annual incentive compensation
award for 2008 is awarded under our Annual Incentive Plan. In
addition, stock options and restricted stock awards are granted
to provide the opportunity for long-term compensation based upon
the performance of our common stock over time.
Competitive Market. We define our competitive
market for executive talent and investment capital to be the
business and technology services industries. During 2008, we did
assess, for comparative purposes, compensation levels and
programs of our executives to the practices of certain of our
competitors. To date, we have not engaged in the benchmarking of
executive compensation but we may choose to do so in the future.
Compensation Process. Prior to our initial
public offering, our Board approved the compensation of our
named executive officers, including the terms of their
employment agreements. Our Board individually negotiated the
employment agreements to retain key management and provide
stability during a period of rapid growth. Going forward, for
each of our named executive officers, the Compensation Committee
will review and approve all elements of compensation taking into
consideration recommendations from our principal executive
officer (for compensation other than his own), as well as
competitive market guidance provided at the request of the
Compensation Committee.
Regulatory Considerations. We have designed
our Annual Incentive Plan so that bonuses paid thereunder may
qualify as performance-based compensation under
Section 162(m) of the Internal Revenue Code of 1986, as
amended (the Code), to the extent Section 162(m) applies to
us. However, we reserve the right to award compensation that is
not deductible under Section 162(m). We will consider the
size and frequency of any future stock option and restricted
stock awards under our long-term equity incentive program based
on Company and individual performance and other market factors.
Base
Salaries
In General. We provide the opportunity for our
named executive officers and other executives to earn a
competitive annual base salary. We provide this opportunity to
attract and retain an appropriate caliber of talent for the
position, and to provide a base wage that is not subject to our
performance risk. We review base salaries for our named
executive officers annually in January and increases are based
on our performance and individual performance. The salary of our
newly appointed principal executive officer is set by our
Compensation Committee, but in accordance with his employment
agreement, will not be less than $500,000 in 2009. Our
Compensation Committee has determined and approved a salary of
$500,000 to reflect Mr. Belchers new and increased
responsibility as Chief Executive Officer and to recognize
Mr. Belchers contributions to our growth during his
past four years of employment with the Company. Based on the
other named executive officers contributions to our
growth, our Compensation Committee also approved increases in
the annual base salary rate from 2007 to 2008 and from 2008 to
2009. The table below shows our named
21
executive officers base salary increases in the last
fiscal year and the most recent increases, which became
effective on January 1, 2009 for Mr. Belcher and
Mr. Shean and change in base salary for Mr. Zuccarini
due to his change in position effective January 1, 2009:
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Percent
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Percent
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Name and Principal Position
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2007
|
|
2008
|
|
Increase
|
|
2009
|
|
Increase
|
|
Eric D. Belcher(1)
|
|
$
|
300,000
|
|
|
$
|
425,000
|
|
|
|
41.7
|
%
|
|
$500,000
|
|
|
17.6
|
%
|
Chief Executive Officer and President, Former
Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven E. Zuccarini(1)
|
|
$
|
450,000
|
|
|
$
|
550,000
|
|
|
|
22.2
|
%
|
|
$125,000
|
|
|
(1)
|
|
Vice Chairman of the Board, Former Chief
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph M. Busky(2)
|
|
$
|
|
|
|
$
|
350,000
|
|
|
|
N/A
|
|
|
$350,000
|
|
|
0.0
|
%
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nicholas J. Galassi(2)
|
|
$
|
250,000
|
|
|
$
|
335,000
|
|
|
|
34.0
|
%
|
|
(2)
|
|
|
N/A
|
|
Former Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jonathan M. Shean
|
|
$
|
240,000
|
|
|
$
|
240,000
|
|
|
|
0.0
|
%
|
|
$250,000
|
|
|
4.2
|
%
|
Senior Vice President, Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Neil P. Graver(3)
|
|
$
|
130,000
|
|
|
|
135,000
|
|
|
|
3.9
|
%
|
|
$135,000
|
|
|
0.0
|
%
|
Former Chief Technology Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arthur K. Harrell
|
|
$
|
|
|
|
|
250,000
|
|
|
|
N/A
|
|
|
(4)
|
|
|
N/A
|
|
Former Executive Vice President of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Effective January 1, 2009, Eric D. Belcher replaced Steven
E. Zuccarini as Chief Executive Officer of the Company and was
appointed to the Board of Directors. Beginning January 1,
2009, Mr. Zuccarini will serve as the Companys Vice
Chairman of the Board through May 31, 2012. In connection
with Mr. Zuccarinis appointment as Vice Chairman, he
entered into a restated employment agreement with the Company
and will receive a base salary of not less than $125,000 per
annum. Prior to appointment to Chief Executive Officer,
Mr. Belcher served as the Companys President and
Chief Operating Officer. |
|
(2) |
|
Effective July 16, 2008, Nicholas J. Galassi resigned as
Chief Financial Officer and continued with the Company as a
non-executive employee through early August 2008. The Company
appointed Joseph M. Busky as Mr. Galassis replacement
effective July 16, 2008. |
|
(3) |
|
Effective January 13, 2009, Neil P. Graver no longer
serves as the Companys Chief Technology Officer and was
replaced by Jan J. Sevcik, the Companys Chief
Information Officer. |
|
(4) |
|
Effective September 2, 2008, Arthur K. Harrell resigned as
Executive Vice President of Sales. Mr. Harrell continued to
provide account development services to the Company as an
independent contractor for a period of six months ending
February 2009. |
Total Compensation Comparison. For 2008, base
salaries accounted for approximately 57% of total compensation
for the principal executive officer and 42% on average for our
other named executive officers.
Annual
Cash Incentives
In General. We provide the opportunity for our
named executive officers and other executives to earn an annual
cash incentive award. We provide this opportunity to attract and
retain an appropriate caliber of talent for the position and to
motivate executives to achieve our annual business goals. We
review annual cash incentive awards for our named executive
officers and other executives annually in January or February to
determine award payments for the last completed fiscal year, as
well as to establish award opportunities for the current fiscal
year. Annual cash incentive awards for 2008 were administered
under our Annual Incentive Plan. Pursuant to the terms of his
employment agreement, in addition to any bonus paid under our
Annual Incentive Plan, Mr. Zuccarini was to receive an
annual targeted bonus of $275,000 beginning for fiscal 2008 if
our net income reached targeted levels approved by our Board.
Target Award Opportunities. The 2008 target
opportunities under the Annual Incentive Plan (the
Plan) were approved by the Compensation Committee of
the Board of Directors on January 22, 2008. For the named
executive officers, the target bonus award is 50% of base salary
for the Chief Executive Officer and 30% of the base
22
salary for the remaining named executives. The maximum bonus
awards payable under the Plan are 2x such target amounts. The
2008 bonus targets were decreased from their 2007 levels due to
the larger increase in salaries for 2008 compared to 2007 and
the issuance of equity awards to certain executives in January
2008. None of the target bonus performance goals were achieved
in 2008. Accordingly, Messrs. Zuccarini, Galassi and Graver
did not receive annual cash incentive awards for 2008. Messrs.
Belcher and Busky also did not receive cash incentive awards for
2008 performance. However, they did receive awards in connection
with the execution of their employment agreements, as noted in
the table below. The award for Mr. Shean was based solely
on the Compensation Committees discretion and took into
account corporate performance measures, including, but not
limited to, revenue targets, EBITDA results and the achievement
of certain non-financial goals such as client retention,
acquisitions and organic growth.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Cash Incentive Award Opportunity
|
|
|
|
|
|
|
Target
|
|
|
Maximum
|
|
|
Actual
|
|
|
|
|
|
|
Performance
|
|
|
Performance
|
|
|
Bonus Earned
|
|
|
|
|
|
|
% Salary
|
|
|
$ Amount
|
|
|
% Target
|
|
|
$ Amount
|
|
|
$ Amount
|
|
|
Eric D. Belcher
|
|
|
FY 2008
|
|
|
|
30
|
%
|
|
$
|
127,500
|
|
|
|
60
|
%
|
|
$
|
255,000
|
|
|
$
|
400,000
|
(1)
|
Steven E. Zuccarini
|
|
|
FY 2008
|
|
|
|
50
|
%
|
|
$
|
275,000
|
|
|
|
100
|
%
|
|
$
|
550,000
|
|
|
$
|
0
|
|
Joseph M. Busky
|
|
|
FY 2008
|
|
|
|
30
|
%
|
|
$
|
105,000
|
|
|
|
30
|
%
|
|
$
|
105,000
|
|
|
$
|
250,000
|
(2)
|
Nicholas J. Galassi
|
|
|
FY 2008
|
|
|
|
30
|
%
|
|
$
|
100,500
|
|
|
|
60
|
%
|
|
$
|
201,000
|
|
|
$
|
0
|
|
Jonathan M. Shean
|
|
|
FY 2008
|
|
|
|
33
|
%
|
|
$
|
80,000
|
|
|
|
33
|
%
|
|
$
|
80,000
|
|
|
$
|
40,000
|
(3)
|
Neil P. Graver
|
|
|
FY 2008
|
|
|
|
20
|
%
|
|
$
|
27,000
|
|
|
|
40
|
%
|
|
$
|
54,000
|
|
|
$
|
0
|
|
|
|
|
(1) |
|
In connection with Mr. Belchers appointment to Chief
Executive Officer, the Company agreed to grant Mr. Belcher
a $400,000 long-term cash incentive bonus, payable upon the
execution of his employment agreement, or on November 14,
2008, which is repayable on a pro rata basis if
Mr. Belchers employment terminates under certain
circumstances in the next three years. |
|
(2) |
|
In connection with Mr. Buskys appointment to Chief
Financial Officer, the Company agreed to grant Mr. Busky a
$250,000 signing bonus, payable upon the execution of his
employment agreement, or on July 16, 2008, which is
repayable on a pro rata basis if Mr. Buskys
employment terminates under certain circumstances in the next
two years. |
|
(3) |
|
The bonus paid to Mr. Shean was based solely on the
Compensation Committees discretion. |
The 2009 target opportunities under the Plan were approved by
the Compensation Committee of the Board of Directors on
January 22, 2009. For the named executive officers, the
target bonus award is 50% of base salary for the Chief Executive
Officer, 30% of base salary for the Chief Financial Officer and
32% of base salary for the Senior Vice President of Operations,
and the maximum bonus awards payable under the Plan are 2x such
target amounts. The 2009 bonus targets (other than with respect
to the Chief Executive Officer) were decreased from their 2008
levels due to the issuance of equity awards to certain
executives in January 2008.
Individual Performance Goals. There were no
specific individual performance goals for 2008 incentive awards,
but the Compensation Committee or the Board could exercise
discretion and take into account individual performance in
determining awards.
Discretionary Adjustments. Under the Annual
Incentive Plan, the Compensation Committee may make reasonable
adjustments to our overall corporate performance goals and our
actual performance results that may cause differences between
the numbers used for our performance goals and the numbers
reported in our financial statements. These adjustments may
exclude all or a portion of both the positive or negative effect
of external events that are outside the control of our
executives, such as natural disasters, litigation, or regulatory
changes in accounting or taxation standards. These adjustments
may also exclude all or a portion of both the positive or
negative effect of unusual or significant strategic events that
are within the control of our executives but that are undertaken
with an expectation of improving our long-term financial
performance, such as restructurings, acquisitions, or
divestitures.
Total Compensation Comparison. For the last
completed fiscal year, the annual bonus (not including any
long-term cash incentive bonus) accounted for 0% of total
compensation for the principal executive officer and 1%
23
on average for our other named executive officers. In setting
the target bonus amounts, our Board took into consideration that
our named executive officers have significant equity interests
in us through direct ownership of shares or prior option grants,
which already provide them with performance incentives.
Long-term
Equity Incentives
In General. We provide the opportunity for our
named executive officers and other executives to earn a
long-term equity incentive award. Long-term incentive awards
provide employees with the incentive to stay with us for longer
periods of time, which in turn, provides us with greater
stability during a period of rapid growth. In addition, we
believe that these awards are the best way to align the
interests of the executives with those of our shareholders.
Typically, we review long-term equity incentives for our named
executive officers and other executives annually in January. For
the last completed fiscal year, our long-term equity incentive
program consisted of grants of stock options and restricted
stock awards. For 2008, long-term equity incentive compensation
represented the largest component of the total compensation
awarded to our named executive officers and accounted for
approximately 40% of total compensation for the principal
executive officer and 30% on average for our other named
executive officers.
In determining the amounts of equity compensation awarded, our
Compensation Committee considered a variety of factors
including: individual performance, scope of responsibility
within the organization and demonstrated leadership competencies
and skills.
Stock Options. For our named executive
officers, our stock option program is based on grants that are
individually negotiated in connection with employment agreements
and other grants to our executives. We have traditionally used
stock options as a form of equity compensation because stock
options provide a relatively straightforward incentive for our
executives, result in less immediate dilution of existing
stockholders interests and, prior to our adoption of
FAS 123(R), resulted in less compensation expense for us
relative to other types of equity awards. On May 8, 2006,
at our request and to better align the value of his equity award
with the long-term interests of our stockholders,
Mr. Zuccarini agreed to amend his employment agreement to,
among other things, eliminate his right to receive vested
options to purchase 600,000 shares at an exercise price of
$0.50 per share, which were subject to achievement of certain
business and financial performance targets. As part of this
amendment, Mr. Zuccarini received a grant of options to
purchase 750,000 shares of common stock at an exercise
price of $4.92 per share, which was the price paid by SNP
Corporation Ltd. pursuant to its purchase of 254,065 of our
shares in April 2006. The fair market value of our shares as of
May 8, 2006 was later (in June 2006) determined by an
independent valuation specialist to be $5.35 per share. All
other grants of stock options to our employees were granted with
exercise prices equal to or greater than the fair market value
of our common stock on the respective grant dates. For a
discussion of the determination of the fair market value of
these grants, see Managements Discussion and
Analysis of Financial Condition and Results of
Operations Critical Accounting Policies
Stock-Based Compensation in our Annual Report on
Form 10-K.
We do not time stock option grants to executives in coordination
with the release of material non-public information. Our stock
options have a
10-year
contractual exercise term. In general, the option grants are
also subject to the following post-termination and change in
control provisions:
|
|
|
|
|
Event
|
|
Award Vesting
|
|
Exercise Term
|
|
Termination by Us for Reason Other than Cause, Disability or
Death
|
|
Forfeit Unvested
|
|
Earlier of: (1) 1 Year or (2) Remaining Option Period
|
Termination due to Disability or Death
|
|
Forfeit Unvested
|
|
Option Period
|
Termination for Cause
|
|
Forfeit Vested and Unvested
|
|
Expire
|
Other Termination
|
|
Forfeit Unvested
|
|
Earlier of: (1) Remaining Option Period or (2) 30 Days from Date
of Termination
|
Change in Control
|
|
Accelerated*
|
|
*
|
24
|
|
|
* |
|
The Compensation Committee may provide that, in the event of a
change in control, any outstanding awards that are unexercisable
or otherwise unvested will become fully vested and immediately
exercisable. If there is a termination of employment, the
applicable termination provisions regarding exercise term will
apply. |
The vesting of certain of our named executive officers
stock options is accelerated pursuant to the terms of their
employment agreements in certain termination
and/or
change in control events. These terms are more fully described
in Employment Agreements and
Potential Payments upon Termination or Change
in Control.
Restricted Stock Awards. Subject to the terms
and conditions of the amended and restated 2006 Stock Incentive
Plan, which we refer to as the Plan, our Compensation Committee
may, at any time and from time to time, grant restricted stock
or restricted stock units to participants in such amounts as it
determines. In addition, the Compensation Committee may, at any
time and from time to time, allow (or require, as to bonuses)
selected employees and directors to defer the payment of any
portion of their salary or bonuses or both. A participants
deferral will be credited to the participant in the form of
restricted stock units. Each participant who elects to make a
deferral will be credited under the Plan with a number of
restricted stock units equal to no less than the amount of the
deferral divided by the fair market value of a share of our
common stock on the date of the grant of the restricted stock
units.
The grant of a share of restricted stock entitles the
participant to receive a share of our common stock upon
completing a specified period of service
and/or the
achievement of specific performance objectives. Grants of
restricted stock and restricted stock units become vested in
accordance with such terms and conditions and during such
periods as may be established by the Compensation Committee and
set forth in the applicable award agreement.
Executive
Benefits and Perquisites
In General. We provide the opportunity for our
named executive officers and other executives to receive certain
perquisites and general health and welfare benefits. We also
offer participation in our defined contribution 401(k) plan. We
do not match employee contributions under our 401(k) plan. We
provide these benefits to provide an additional incentive for
our executives and to remain competitive in the general
marketplace for executive talent. For the last completed fiscal
year, we provided the following personal benefits and
perquisites to our named executive officers:
|
|
|
Executive Benefit
|
|
Description
|
|
Reimbursed Car Payments
|
|
Certain executives are reimbursed for their automobile lease
payments.
|
Reimbursed Medical Insurance Premiums
|
|
We reimburse certain executives for their medical insurance
premium payments.
|
Total Compensation Comparison. For 2008,
personal benefits and perquisites accounted for approximately 2%
of total compensation for the principal executive officer and 6%
on average for our other named executive officers.
Change in
Control and Severance Benefits
In General. We provide the opportunity for
certain of our named executive officers to be protected under
the severance and change in control provisions contained in
their employment agreements. We provide this opportunity to
attract and retain an appropriate caliber of talent for the
position. Our severance and change in control provisions for the
named executive officers are summarized in
Employment Agreements and
Potential Payments upon Termination or Change
in Control. Our analysis indicates that our severance and
change in control provisions are consistent with the provisions
and benefit levels of other companies disclosing such provisions
as reported in public SEC filings. We believe our arrangements
are reasonable in light of the fact that cash severance is
limited to one year for Mr. Belcher (at a rate of $41,667
per month) and one year for Messrs. Busky and Shean (at a
rate equal to their then current base salary), there is no
severance increase with a change in control and there are no
single
25
trigger benefits upon a change in control other than the
vesting of Mr. Belcher, Mr. Zuccarini and
Mr. Buskys option awards.
Executive
Compensation
The following table shows information concerning the annual
compensation for services provided to us by our Chief Executive
Officer, the Chief Financial Officer and our three other most
highly compensated executive officers during 2006, 2007 and 2008.
SUMMARY
COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
All Other
|
|
Total
|
|
|
|
|
Salary
|
|
Bonus
|
|
Awards(1)
|
|
Compensation(2)
|
|
Compensation
|
Name and Principal Position
|
|
Year
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Eric D. Belcher(3)
|
|
|
2008
|
|
|
|
425,000
|
|
|
|
400,000
|
(4)
|
|
|
496,566
|
|
|
|
25,540
|
|
|
|
1,347,106
|
|
Chief Executive Officer and
|
|
|
2007
|
|
|
|
300,000
|
|
|
|
90,000
|
|
|
|
5,202
|
|
|
|
29,588
|
|
|
|
424,790
|
|
President, Former Chief
|
|
|
2006
|
|
|
|
219,097
|
|
|
|
120,500
|
|
|
|
5,202
|
|
|
|
23,633
|
|
|
|
368,432
|
|
Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven E. Zuccarini(3)
|
|
|
2008
|
|
|
|
550,000
|
|
|
|
|
|
|
|
386,250
|
|
|
|
23,052
|
|
|
|
959,302
|
|
Vice Chairman of the Board,
|
|
|
2007
|
|
|
|
450,000
|
|
|
|
|
|
|
|
386,250
|
|
|
|
17,475
|
|
|
|
853,725
|
|
Former Chief Executive
|
|
|
2006
|
|
|
|
300,000
|
|
|
|
|
|
|
|
249,194
|
|
|
|
9,600
|
|
|
|
558,794
|
|
Officer and President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph M. Busky(5)
|
|
|
2008
|
|
|
|
160,417
|
|
|
|
250,000
|
(6)
|
|
|
162,289
|
|
|
|
11,570
|
|
|
|
584,276
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nicholas J. Galassi(5)
|
|
|
2008
|
|
|
|
213,949
|
|
|
|
|
|
|
|
109,140
|
|
|
|
15,427
|
|
|
|
338,516
|
|
Former Chief Financial
|
|
|
2007
|
|
|
|
250,000
|
|
|
|
80,000
|
|
|
|
3,600
|
|
|
|
24,660
|
|
|
|
358,260
|
|
Officer
|
|
|
2006
|
|
|
|
190,720
|
|
|
|
25,000
|
|
|
|
7,550
|
|
|
|
22,249
|
|
|
|
245,519
|
|
Jonathan M. Shean
|
|
|
2008
|
|
|
|
240,000
|
|
|
|
40,000
|
(7)
|
|
|
138,000
|
|
|
|
20,740
|
|
|
|
438,740
|
|
Senior Vice President, Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Neil P. Graver(8)
|
|
|
2008
|
|
|
|
135,000
|
|
|
|
|
|
|
|
21,360
|
|
|
|
13,540
|
|
|
|
169,990
|
|
Former Chief Technology Officer
|
|
|
2007
|
|
|
|
129,000
|
|
|
|
|
|
|
|
32,040
|
|
|
|
9,000
|
|
|
|
170,040
|
|
|
|
|
2006
|
|
|
|
96,695
|
|
|
|
7,500
|
|
|
|
26,700
|
|
|
|
4,050
|
|
|
|
134,945
|
|
Arthur K. Harrell(9)
|
|
|
2008
|
|
|
|
170,843
|
|
|
|
|
|
|
|
33,698
|
|
|
|
119,122
|
|
|
|
323,663
|
|
Former Executive Vice President of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Valuation based on the dollar amount of option grants recognized
for financial statement reporting purposes pursuant to
FAS 123(R) with respect to 2006, 2007 and 2008, except
that, with respect to Mr. Galassi, the amount reported in
this column is $2,750 higher in 2006 than the amount reported in
our financial statements. The additional expense shown in the
2006 summary compensation table results from requirements of the
Securities and Exchange Commission to report option grants made
prior to 2006 using the modified prospective transition method
pursuant to FAS 123(R), whereas we use the prospective
transition method pursuant to FAS 123(R). The assumptions used
by us with respect to the valuation of option grants are set
forth in InnerWorkings, Inc. Condensed Consolidated
Financial Statements Notes to Financial
Statements |
26
|
|
|
|
|
Note 2 Summary of Significant Accounting
Policies Stock-Based Compensation in our
Annual Report on
Form 10-K.
The individual awards reflected in the summary compensation
table are summarized below: |
|
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|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Amount
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
Recognized in
|
|
|
Recognized in
|
|
|
Recognized in
|
|
|
|
|
|
|
|
|
|
Financial
|
|
|
Financial
|
|
|
Financial
|
|
|
|
Grant
|
|
|
Number of
|
|
|
Statements
|
|
|
Statements
|
|
|
Statements
|
|
|
|
Date
|
|
|
Shares
|
|
|
2006 ($)
|
|
|
2007 ($)
|
|
|
2008 ($)
|
|
|
Eric D. Belcher
|
|
|
9/14/2005
|
|
|
|
120,000
|
|
|
|
5,202
|
|
|
|
5,202
|
|
|
|
2,551
|
|
Eric D. Belcher
|
|
|
1/22/2008
|
|
|
|
230,669
|
|
|
|
|
|
|
|
|
|
|
|
460,582
|
|
Eric D. Belcher
|
|
|
11/14/2008
|
|
|
|
575,000
|
|
|
|
|
|
|
|
|
|
|
|
33,433
|
|
Steven E. Zuccarini
|
|
|
5/8/2006
|
|
|
|
750,000
|
|
|
|
249,194
|
|
|
|
386,250
|
|
|
|
386,250
|
|
Joseph M. Busky
|
|
|
7/16/2008
|
|
|
|
215,887
|
|
|
|
|
|
|
|
|
|
|
|
162,289
|
|
Nicholas J. Galassi
|
|
|
10/1/2005
|
|
|
|
80,000
|
|
|
|
4,800
|
|
|
|
3,600
|
|
|
|
|
|
Nicholas J. Galassi
|
|
|
1/22/2008
|
|
|
|
55,710
|
(A)
|
|
|
|
|
|
|
|
|
|
|
109,140
|
|
Jonathan M. Shean
|
|
|
11/26/2007
|
|
|
|
50,000
|
|
|
|
|
|
|
|
13,033
|
|
|
|
138,000
|
|
Neil P. Graver
|
|
|
3/1/2006
|
|
|
|
30,000
|
|
|
|
26,700
|
|
|
|
32,040
|
|
|
|
21,360
|
|
Arthur K. Harrell
|
|
|
1/2/2008
|
|
|
|
9,260
|
(B)
|
|
|
|
|
|
|
|
|
|
|
10,603
|
|
Arthur K. Harrell
|
|
|
1/22/2008
|
|
|
|
10,446
|
(B)
|
|
|
|
|
|
|
|
|
|
|
23,095
|
|
|
|
|
(A) |
|
Shares were forfeited by Mr. Galassi upon resignation on
August 8, 2008. Expense was recognized on these grants
through August 8, 2008. |
|
(B) |
|
Shares were forfeited by Mr. Harrell upon resignation on
September 2, 2008. Expense was recognized on these grants
through September 2, 2008. |
|
|
|
(2) |
|
Consists of reimbursed car payments and medical insurance
premiums for Messrs. Zuccarini, Belcher and Shean,
reimbursed car payments, reimbursed medical insurance premiums,
and amounts paid under a consulting agreement for Mr. Harrell,
reimbursed car payments, reimbursed medical insurance premiums
and health club dues for Mr. Galassi and reimbursed medical
insurance premiums for Mr. Graver. |
|
(3) |
|
Mr. Belcher replaced Mr. Zuccarini as Chief Executive
Officer of the Company and was appointed to the Board of
Directors effective January 1, 2009. |
|
(4) |
|
In connection with Mr. Belchers appointment to Chief
Executive Officer, the Company agreed to grant Mr. Belcher
a $400,000 long-term cash incentive bonus, payable upon the
execution of the agreement, or on November 14, 2008, which
is repayable on a pro rata basis if Mr. Belchers
employment terminates under certain circumstances in the next
three years. |
|
(5) |
|
Mr. Busky replaced Mr. Galassi as Chief Financial
Officer effective July 16, 2008. |
|
(6) |
|
In connection with Mr. Buskys appointment to Chief
Financial Officer, the Company agreed to grant Mr. Busky a
$250,000 signing bonus, payable upon the execution of the
agreement, or on July 16, 2008, which is repayable on a pro
rata basis if Mr. Buskys employment terminates under
certain circumstances in the next two years. |
|
(7) |
|
Amount reflects a bonus earned pursuant to the Compensation
Committees assessment of corporate performance measures,
including, but not limited to revenue targets, EBITDA results
and the achievement of certain non-financial goals such as
client retention, acquisitions and organic growth. |
|
(8) |
|
Effective January 13, 2009, Mr. Graver no longer
serves as the Companys Chief Technology Officer and was
replaced by Jan J. Sevcik, the Companys Chief
Information Officer. |
|
(9) |
|
Mr. Harrell resigned as Executive Vice President of Sales
effective September 2, 2008. |
For a description of the material terms of employment agreements
with our named executive officers,
see Employment Agreements.
27
2008
GRANTS OF PLAN-BASED AWARDS(1)
The following table summarizes our awards made to our named
executive officers under any plan during the fiscal year ended
December 31, 2008:
|
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|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
Exercise
|
|
|
|
|
|
|
|
|
|
Stock Awards:
|
|
|
Option Awards:
|
|
|
or Base
|
|
|
Grant Date Fair
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Price of
|
|
|
Value of Stock
|
|
|
|
|
|
|
Shares of
|
|
|
Securities
|
|
|
Option
|
|
|
and
|
|
|
|
Grant
|
|
|
Stock or
|
|
|
Underlying
|
|
|
Awards
|
|
|
Option
|
|
Name
|
|
Date(2)
|
|
|
Units (#)
|
|
|
Options (#)
|
|
|
($/Sh)(6)
|
|
|
Awards(4)
|
|
|
Eric D. Belcher
|
|
|
1/22/2008
|
|
|
|
69,638
|
|
|
|
|
|
|
|
14.36
|
|
|
|
1,000,000
|
|
|
|
|
1/22/2008
|
|
|
|
|
|
|
|
161,031
|
|
|
|
14.36
|
|
|
|
958,132
|
|
|
|
|
11/14/2008
|
|
|
|
|
|
|
|
575,000
|
|
|
|
6.00
|
|
|
|
1,308,241
|
|
Joseph M. Busky
|
|
|
7/16/2008
|
|
|
|
63,796
|
|
|
|
|
|
|
|
12.54
|
|
|
|
708,236
|
|
|
|
|
7/16/2008
|
|
|
|
|
|
|
|
152,091
|
|
|
|
12.54
|
|
|
|
712,272
|
|
Nicholas J. Galassi
|
|
|
1/22/2008
|
|
|
|
55,710
|
(3)
|
|
|
|
|
|
|
14.36
|
|
|
|
800,000
|
|
|
|
|
1/22/2008
|
|
|
|
|
|
|
|
128,824
|
(3)
|
|
|
14.36
|
|
|
|
766,506
|
|
Arthur K. Harrell
|
|
|
1/2/2008
|
|
|
|
10,446
|
(5)
|
|
|
|
|
|
|
14.36
|
|
|
|
150,000
|
|
Arthur K. Harrell
|
|
|
1/22/2008
|
|
|
|
|
|
|
|
9,260
|
(5)
|
|
|
16.20
|
|
|
|
63,338
|
|
|
|
|
(1) |
|
Each award was granted under the Amended and Restated
InnerWorkings, Inc. 2006 Stock Incentive Plan. |
|
(2) |
|
Compensation Committee approved award on grant date. |
|
(3) |
|
Award was forfeited by Mr. Galassi upon resignation on
August 8, 2008. |
|
(4) |
|
Valuation assumptions are found under InnerWorkings, Inc.
Condensed Consolidated Financial Statements Notes to
Financial Statements Note 2 Summary
of Significant Accounting Policies Stock-Based
Compensation in our Annual Report on
Form 10-K. |
|
(5) |
|
Award was forfeited by Mr. Harrell upon resignation on
September 2, 2008. |
|
(6) |
|
All InnerWorkings, Inc. stock option grants have an exercise
price equal to the closing stock price at date of option grant. |
Employee
Benefits Plans
2004
Unit Option Plan
Effective January 1, 2004, we adopted the InnerWorkings,
LLC 2004 Unit Option Plan. The principal purpose of the Unit
Option Plan has been to attract, retain and reward selected
employees, consultants and directors through the granting of
non-qualified stock options.
Upon adoption in 2006 of our Stock Incentive Plan, the Unit
Option Plan was merged into the Stock Incentive Plan and ceased
to separately exist. Except with respect to rights that may be
protected under prior award agreements, outstanding awards under
the Unit Option Plan are now subject to the Stock Incentive
Plan. No additional awards may be made under the Unit Option
Plan on or after the effective date of the Stock Incentive Plan.
2006
Stock Incentive Plan
We adopted the InnerWorkings, Inc. 2006 Stock Incentive Plan,
which replaced our Unit Option Plan. The principal purpose of
the Stock Incentive Plan is to attract, motivate, reward and
retain selected employees, consultants and directors through the
granting of stock-based compensation awards. The Stock Incentive
Plan provides for a variety of awards, including non-qualified
stock options, incentive stock options (within the meaning of
Section 422 of the Code), stock appreciation rights,
restricted stock awards, performance-based awards and other
stock-based awards. On April 30, 2008, our Compensation
Committee approved the amendment and restatement of this Plan
and was approved by stockholders on June 19, 2008. The
amendment and restatement of the Plan (i) increased the
maximum number of shares of common stock that may be issued
under the Plan by 1,000,000, from 1,000,000 (plus any shares
that are subject to grant under our prior unit option plans) to
2,000,000 (plus any shares that are subject to grant under our
prior unit option plans) and (ii) reiterated the
performance goals used in granting performance-based awards
under the Plan to be approved by stockholders for purposes of
Section 162(m) of the
28
Internal Revenue Code of 1986. Further, on April 30, 2009,
our Compensation Committee approved the further amendment and
restatement of the Plan, subject to stockholder approval, which
amendment and restatement increases the maximum number of shares
of common stock that may be issued under the Plan by 1,250,000
from 2,000,000 (plus any shares that are subject to grant under
our prior unit option plans) to 3,250,000 (plus any shares that
are subject to grant under our prior unit option plans).
Annual
Incentive Plan
We adopted the InnerWorkings Annual Incentive Plan (the Annual
Incentive Plan) that rewards employees for meeting and exceeding
annual performance goals established by the Compensation
Committee based on one or more criteria set forth in the Annual
Incentive Plan.
Eligibility to participate in the Annual Incentive Plan is
limited to substantially all regular full-time and part-time
employees. Temporary employees, any independent contractors, and
certain other specified classifications are not eligible to
participate in the Annual Incentive Plan.
Employees are eligible to receive bonuses based on meeting
operational and financial goals that may be stated (a) as
goals of the company, a subsidiary, or a portion thereof,
(b) on an absolute basis
and/or
relative to other companies, or (c) separately for one or
more participants or business units. The objective performance
goals for the Annual Incentive Plan are established by our
Compensation Committee at the beginning of the year. Bonus
payouts are determined within a reasonable time after the end of
the performance period.
Our Compensation Committee administers the Annual Incentive Plan
and has the authority to construe, interpret and implement the
Annual Incentive Plan and prescribe, amend and rescind rules and
regulations relating to the Annual Incentive Plan. The
determination of the Compensation Committee on all matters
relating to the Annual Incentive Plan or any award agreement
will be final, binding and conclusive. The Annual Incentive Plan
may be amended or terminated by the Compensation Committee or
our Board. However, the Annual Incentive Plan may not be amended
without the prior approval of our stockholders, if such approval
is necessary to qualify bonuses as performance-based
compensation under Section 162(m) of the Code.
OUTSTANDING
EQUITY AWARDS AT 2008 FISCAL YEAR-END
The following table summarizes the number of securities
underlying outstanding plan awards for each named executive
officer as of December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Number of
|
|
Value of
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Shares or
|
|
Shares or
|
|
|
Underlying
|
|
Underlying
|
|
Option
|
|
|
|
Units of
|
|
Units of
|
|
|
Unexercised
|
|
Unexercised
|
|
Exercise
|
|
Option
|
|
Stock That
|
|
Stock That
|
|
|
Options (#)
|
|
Options (#)
|
|
Price
|
|
Expiration
|
|
Have Not
|
|
Have Not
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
($)
|
|
Date
|
|
Vested (#)
|
|
Vested ($)(6)
|
|
Eric D. Belcher
|
|
|
103,725
|
|
|
|
|
|
|
|
1.00
|
|
|
|
7/20/2015
|
|
|
|
69,638
|
(1)
|
|
|
342,093
|
|
|
|
|
80,000
|
|
|
|
|
|
|
|
0.65
|
|
|
|
9/14/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
1.00
|
|
|
|
10/1/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
161,031
|
(1)
|
|
|
14.36
|
|
|
|
1/22/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
575,000
|
(2)
|
|
|
6.00
|
|
|
|
11/14/2018
|
|
|
|
|
|
|
|
|
|
Steven E. Zuccarini
|
|
|
1,091,115
|
|
|
|
|
|
|
|
0.50
|
|
|
|
11/5/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
250,000
|
|
|
|
500,000
|
(3)
|
|
|
4.92
|
|
|
|
5/8/2016
|
|
|
|
|
|
|
|
|
|
Joseph M. Busky
|
|
|
|
|
|
|
152,091
|
(4)
|
|
|
12.54
|
|
|
|
7/16/2018
|
|
|
|
63,796
|
(4)
|
|
|
417,864
|
|
Nicholas J. Galassi
|
|
|
52,500
|
|
|
|
|
|
|
|
0.50
|
|
|
|
8/8/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
67,000
|
|
|
|
|
|
|
|
0.65
|
|
|
|
8/8/2009
|
|
|
|
|
|
|
|
|
|
Jonathan M. Shean
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,500
|
(5)
|
|
|
245,625
|
|
Neil P. Graver
|
|
|
27,883
|
|
|
|
|
|
|
|
4.92
|
|
|
|
3/1/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
These awards vest in four equal annual installments beginning on
January 2, 2009. |
29
|
|
|
(2) |
|
These options vest in five equal annual installments beginning
on November 14, 2009. |
|
(3) |
|
These options vest in four equal annual installments beginning
on May 8, 2009. |
|
(4) |
|
These awards vest in four equal annual installments beginning on
July 16, 2009. |
|
(5) |
|
These awards vest in four equal annual installments beginning on
November 26, 2009. |
|
(6) |
|
The market value of unvested stock awards have been valued by
multiplying the number of shares or units of stock that have not
vested by $6.55, InnerWorkings, Inc. closing stock price on
December 31, 2008, the last trading day of the 2008 fiscal
year. |
2008
OPTION EXERCISES AND STOCK VESTED TABLE
The following table sets forth the number of shares acquired and
the value realized by the named executive officers upon the
exercise of stock options and the vesting of restricted stock
awards during the fiscal year ended December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of Shares
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
Acquired on
|
|
|
Value Realized on
|
|
|
Acquired on
|
|
|
Value Realized on
|
|
Name
|
|
Exercise (#)
|
|
|
Exercise ($)
|
|
|
Vesting (#)
|
|
|
Vesting ($)
|
|
|
Eric D. Belcher
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven E. Zuccarini
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jospeh M. Busky
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nicholas J. Galassi
|
|
|
85,500
|
|
|
|
679,395
|
(1)
|
|
|
|
|
|
|
|
|
Jonathan M. Shean
|
|
|
|
|
|
|
|
|
|
|
12,500
|
|
|
|
71,750
|
(2)
|
|
|
|
(1) |
|
Value based on aggregate difference between the closing market
price on the date of exercise and the exercise price. |
|
(2) |
|
Value based on the closing market price on the date of vesting. |
2008
PENSION BENEFITS
We do not sponsor any qualified or non-qualified defined benefit
plans.
2008
NONQUALIFIED DEFERRED COMPENSATION
We do not maintain any non-qualified deferred compensation
plans. The Compensation Committee, which is comprised solely of
outside directors as defined for purposes of
Section 162(m) of the Code, may elect to provide our
officers and other employees with non-qualified defined
contribution or deferred compensation benefits if the
Compensation Committee determines that doing so is in our best
interests. We sponsor a tax-qualified defined contribution
401(k) plan in which Messrs. Belcher, Zuccarini and Graver
participate.
Employment
Agreements
Employment
Agreement with Eric D. Belcher
We entered into an amended and restated employment agreement
with Eric D. Belcher, our Chief Executive Officer, effective
January 1, 2009. This agreement was executed on
November 14, 2008 in connection with
Mr. Belchers appointment to Chief Executive Officer,
effective January 1, 2009. The employment agreement
provides that the amount of Mr. Belchers base salary
will be determined annually by our Board, but will not be less
than $500,000 per annum. Additionally, Mr. Belcher will
receive a target annual bonus of 50% of his base salary if the
Company meets its annual targets, with a maximum eligibility not
to exceed 200% of his bonus target.
Upon execution of the Amended and Restated Employment Agreement
dated November 17, 2008, Mr. Belcher was granted a
long term cash incentive bonus of $400,000 which is repayable on
a pro rata basis if Mr. Belchers employment
terminates under certain circumstances within three years of the
effective date of the agreement.
30
In connection with the execution of his employment agreement in
June 2005, Mr. Belcher received options to purchase
105,000 shares of common stock at an exercise price of
$1.00 per share. These options vested upon the completion of our
initial public offering. As of December 31, 2008, 103,725
of these options remained outstanding.
In connection with his amended June 2005 employment agreement,
Mr. Belcher was granted options to purchase 120,000 and
100,000 shares of common stock in September 2005 and
October 2005, respectively. These grants have exercise prices of
$0.65 and $1.00, respectively, which was the fair market value
of our stock at the time of the grant, based on an independent
valuation specialist. As of December 31, 2008, these option
grants are fully vested with 80,000 and 100,000 shares
remaining unexercised, respectively.
In January 2008, Mr. Belchers employment agreement
was amended and he was granted 69,638 shares of restricted
stock that will vest ratably over four years. The restricted
shares were valued at $14.36 per share which was the closing
stock price at the date of the stock grant. Vesting of these
shares will accelerate in the event of a change in control (as
defined in the agreement).
In November 2008, in connection with Mr. Belchers
appointment to Chief Executive Officer, effective
January 1, 2009, Mr. Belcher was granted an option to
purchase 575,000 shares of common stock at an exercise
price of $6.00 per share, which will vest ratably over five
years. Vesting of these options will accelerate in the event of
a change in control (as defined in the agreement).
Mr. Belchers employment may be terminated, with or
without cause, by our Board. If we terminate
Mr. Belchers employment for cause (as defined in his
employment agreement) or on account of death or disability or if
Mr. Belcher terminates his employment for any reason other
than a good reason (as defined in his employment agreement),
Mr. Belcher is entitled to no further compensation or
benefits other than those earned through the date of
termination. If we terminate Mr. Belchers employment
for any reason other than for cause, death or disability, or if
Mr. Belcher terminates his employment for good reason, we
will provide the following severance benefits:
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continued payment of base salary at his rate then in effect for
twelve months following termination,
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immediate vesting of (A) all restricted stock granted on or
about January 22, 2008, as if Mr. Belcher had
continued for a period of twenty-four months following the
termination, (B) all stock options granted on or about
January 22, 2008, as if Mr. Belchers employment
had continued for a period of twenty-four months following the
termination, and (C) 575,000 options granted in 2008, as if
Mr. Belcher had continued for a period of twenty-four
months following the termination, and
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any outstanding accrued obligations.
|
Mr. Belchers employment agreement expires
December 31, 2013.
Employment
Agreement with Steven E. Zuccarini
We entered into an employment agreement with Steven E.
Zuccarini, our former Chief Executive Officer, in November 2004
and amended the agreement in May 2006 and November 2008.
Mr. Zuccarinis November 2008 Amended and Restated
Employment Agreement provided for Mr. Zuccarinis
continued employment as Chief Executive Officer through
December 31, 2008 and appointed Mr. Zuccarini as Vice
Chairman of the Board effective January 1, 2009 through
May 31, 2012, unless terminated earlier. Mr. Zuccarini
will receive a base salary of not less than $125,000 per year
under the amended agreement.
In connection with the execution of his employment agreement in
November 2004, Mr. Zuccarini received options to purchase
1,500,000 shares of common stock at an exercise price of
$0.50 per share. These options vested upon the completion of our
initial public offering. As of December 31, 2008, 1,091,115
of these options remained outstanding.
In connection with his November 2004 employment agreement,
Mr. Zuccarini also became entitled to receive fully vested
options to purchase 600,000 shares of common stock at an
exercise price of $0.50 per share, subject to the achievement of
certain business and financial performance targets. In May 2006,
at our request and to better align the value of this equity
award with the long-term interests of the stockholders,
Mr. Zuccarini agreed to amend his employment agreement to
eliminate his rights to these options. As part of this
amendment, Mr. Zuccarini
31
received a grant of options to purchase 750,000 shares of
common stock at an exercise price of $4.92 per share, which was
the price per share paid by SNP Corporation Ltd. pursuant to its
purchase of 254,065 of our shares in April 2006. These options
vest ratably over six years at a rate of 125,000 shares per
year. Vesting of these options will accelerate in the event of a
change of control (as defined in the agreement).
Under Mr. Zuccarinis amended employment agreements,
he may be terminated, with or without cause, by a majority vote
of our Board. If Mr. Zuccarinis employment is
terminated by us for cause (as defined in the agreement), on
account of death or disability or if Mr. Zuccarini
terminates his own employment for any reason other than for good
reason (as defined in the agreement), Mr. Zuccarini is
entitled to no further compensation or benefits other than those
earned through the date of termination. If
Mr. Zuccarinis employment is terminated by us for any
reason other than for cause, death or disability, or if
Mr. Zuccarini terminates his own employment for good
reason, we will provide the following severance benefits:
(i) immediate vesting of all equity awards for an
additional twenty-four (24) months following the
termination and (ii) continuation of employee benefits for
twelve (12) months for Mr. Zuccarini and his
dependents.
Employment
Agreements with Other Executive Officers
In addition to the employment agreements with Mr. Belcher
and Mr. Zuccarini, we have entered into employment
agreements with Joseph M. Busky and Jonathan M. Shean. The
employment agreements generally provide for a base salary and
eligibility to receive an annual performance bonus. The actual
amount of the annual bonus is discretionary and determined based
upon the executives performance, our performance and
certain performance targets approved by our Board (and by the
Compensation Committee under our Annual Incentive Plan). The
agreements also grant options to purchase shares of common stock
and contain customary non-competition and non-solicitation
provisions.
Under each of the agreements, the executives employment
may be terminated, with or without cause, by the executive, the
Chief Executive Officer or our Board. If the executives
employment is terminated by us for cause (as defined in the
agreements), on account of death or disability or if the
executive terminates his own employment for any reason other
than for good reason (as defined in the agreements), the
executive is entitled to no further compensation or benefits
other than those earned through the date of termination. If the
executives employment is terminated by us for any reason
other than for cause, death or disability, or if the executive
terminates his own employment for good reason, we will provide
the following severance benefits: (i) continued payment of
base salary for 12 months following termination to
Messrs. Busky and Shean and (ii) immediate vesting of
all equity awards granted on the effective date of the
employment agreement for an additional twenty-four
(24) months following the termination to Mr. Busky.
If, during the three months prior to the public announcement of
a proposed change of control (as defined in the agreements), or
at any time following a change of control, the executives
employment is terminated by us for any reason other than cause,
or terminated by the executive for good reason, Mr. Busky
is entitled to full vesting of all equity awards granted on the
effective date of the employment agreement. The employment
agreements with Messrs. Busky and Shean expire in January 2012
and September 2010, respectively.
The employment agreement with Arthur K. Harrell was terminated
on September 2, 2008, in connection with
Mr. Harrells resignation as the Companys
Executive Vice President of Sales. Mr. Harrell entered into
a consulting agreement with the Company, dated as of
September 2, 2008. Under the consulting agreement,
Mr. Harrell agreed to provide account development services
to the Company for six months commencing on September 2,
2008, unless terminated earlier. The Company will pay
Mr. Harrell $125,000 for the term of the consulting
agreement for his consulting services. In return,
Mr. Harrell has agreed to provide part-time services to the
Company substantially consistent with those he performed as its
Executive Vice President of Sales.
32
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Assuming the employment of our named executive officers were to
be terminated without cause or for good reason, each as of
December 31, 2008, the following individuals would be
entitled to payments in the amounts set forth opposite to their
name in the below table:
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Cash Severance
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Eric D. Belcher
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$35,417 per month for 12 months
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Steven E. Zuccarini
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$50,000 per month for 24 months
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Joseph M. Busky
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$29,167 per month for 12 months
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Jonathan M. Shean
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$20,833 per month for 12 months
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Neil P. Graver
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None
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We are not obligated to make any cash payments to these
executives if their employment is terminated by us for cause or
by the executive not for good reason. No severance or benefits
are provided for any of the executive officers in the event of
death or disability. A change in control does not affect the
amount or timing of these cash severance payments.
Assuming the employment of our named executive officers were to
be terminated without cause or for good reason, each as of
December 31, 2008, the following individuals would be
entitled to accelerated vesting of their outstanding stock
options described in the table below:
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Value of Equity Awards: Termination
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Value of Equity Awards: In Connection
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Without Cause or for Good Reason(1)
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With a Change in Control(1)
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Eric D. Belcher(2)
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Additional vesting that would have otherwise occurred if
employed during 24 months after termination. 345,335
options with value of $354,564.
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Upon termination, immediate vesting of all unvested options and
restricted stock awards. 748,001 options with value of $658,343.
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Steven E. Zuccarini(3)
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Additional vesting that would have otherwise occurred if
employed during 24 months after termination. 250,000
options with value of $407,500.
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Upon termination, immediate vesting of all unvested options and
stock awards. 500,000 options with value of $815,000.
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Joseph M. Busky
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Upon termination, immediate vesting of all restricted stock
awards and additional vesting that would have otherwise occurred
if employed during 24 months after termination for option
awards. 63,796 restricted stock awards with a value of $417,864
and 76,046 options with zero value.
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Upon termination, immediate vesting of all unvested options.
215,887 options with value of $417,864.
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Jonathan M. Shean
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None
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None
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Neil P. Graver
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None
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None
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(1) |
|
Option award values are based on the aggregate difference
between the respective exercise prices and the closing sale
price of our common stock on December 31, 2008. Stock award
values are based on the closing sale price of our common stock
on December 31, 2008. Our closing stock price on
December 31, 2008 was $6.55 per share. |
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(2) |
|
Beginning January 1, 2009, all of Mr. Belchers
equity awards will (i) immediately vest for an additional
twenty-four (24) months following a termination of
employment without cause or for good reason, and (ii) vest
in their entirety upon a termination of employment without cause
or for good reason in connection with a change in control. |
33
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(3) |
|
Beginning January 1, 2009, all of Mr. Zuccarinis
equity awards will (i) immediately vest for an additional
twenty-four (24) months following a termination of
employment without cause or for good reason. |
In connection with a termination without cause or a termination
for good reason, no payments are due unless the executive
executes a general release and waiver of claims against us.
During the executives employment and for a period of two
(2) years following a termination for any reason (including
a termination without cause or for good reason or a termination
in connection with a change in control), the executive generally
cannot, anywhere in the specified geographic region, directly or
indirectly:
(i) perform services for, have any ownership interest in,
or participate in the financing, operation, management or
control of, any firm, partnership, corporation, or business that
engages or participates in a competing business purpose;
(ii) induce or attempt to induce any customer, potential
customer, supplier, licensee, licensor or business relation of
ours to cease doing business with us, or in any way interfere
with the such relationships or solicit the business of any
customer or potential customer of ours; or
(iii) solicit, encourage, hire, or take any other action
which is intended to induce or encourage, or has the effect of
inducing or encouraging, any employee or independent contractor
of ours to terminate his or her employment or relationship with
us.
2008 DIRECTOR
COMPENSATION
The following table summarizes compensation that our directors
earned during 2008 for services as members of our Board.
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Fees Earned or
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Paid in
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Options
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All Other
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Cash
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Awards
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Compensation
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Total
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Name
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($)
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($)(1)
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($)
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($)
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John R. Walter
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206,004
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|
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206,004
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Peter J. Barris
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Sharyar Baradaran
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Jack M. Greenberg
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Eric P. Lefkofsky
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Linda S. Wolf
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111,125
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111,125
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Charles K. Bobrinskoy
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13,961
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13,961
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(1) |
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Valuation based on the dollar amount of option grants recognized
for financial statement reporting purposes pursuant to
FAS 123(R) with respect to 2008. The assumptions we used
with respect to the valuation of option grants are set forth in
InnerWorkings, Inc. Condensed Consolidated Financial
Statements Notes to Financial Statements
Note 2 Summary of Significant Accounting
Policies Stock-Based Compensation in our
Annual Report on
Form 10-K.
The aggregate option awards outstanding for each person in the
table set forth above as of December 31, 2008 are as
follows: |
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Exercise
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Expiration
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Name
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Vested
|
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Unvested
|
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Price
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Date
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Jack M. Greenberg
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100,000
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|
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$
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0.65
|
|
|
|
10/1/2015
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John R. Walter
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1,200,000
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|
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|
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$
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0.50
|
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|
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6/1/2014
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John R. Walter
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133,333
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|
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266,667
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$
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4.92
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5/8/2016
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Linda S. Wolf
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25,000
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25,000
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$
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16.41
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11/15/2016
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Charles K. Bobrinskoy
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50,000
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$
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11.86
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9/2/2018
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Mr. Walters options to purchase 400,000 shares
are exercisable in 16.67% annual installments beginning
May 8, 2008. Ms. Wolfs options are exercisable
in 25% annual installments beginning November 15, 2008.
Mr. Bobrinskoys options to purchase
50,000 shares are exercisable in 20% annual installments
beginning September 2, 2008. Mr. Barris,
Mr. Baradaran and Mr. Lefkofsky have not received any
stock options.
34
Summary
of Director Compensation
For 2008, we did not provide cash compensation to our directors
for their services as members of the Board or for attendance at
Board or committee meetings. However, our directors were
reimbursed for reasonable travel and other expenses incurred in
connection with attending meetings of the Board and its
committees. Under our Stock Incentive Plan, directors are
eligible to receive stock option grants at the discretion of the
Compensation Committee or other administrator of the plan.
In March 2004, we entered into an agreement with Mr. Walter
in connection with his election as Chairman of the Board. Under
this agreement, Mr. Walter:
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purchased 100,000 shares of common stock at a price of
$0.80 per share in March 2004,
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purchased 200,000 shares of common stock at a price of
$0.80 per share in May 2005, and
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received options to purchase an additional 1,200,000 shares
of common stock at an exercise price of $0.50 per share in March
2004. All of these options are vested.
|
In connection with the March 2004 agreement, Mr. Walter
also became entitled to receive fully vested options to purchase
300,000 shares of common stock at an exercise price of
$0.50 per share, subject to the achievement of certain business
and financial performance targets. In May 2006, at our request
and to better align the value of this equity award with the
long-term interests of the stockholders, Mr. Walter agreed
to eliminate his rights to these options in exchange for the
grant of options to purchase 400,000 shares of common stock
at an exercise price of $4.92 per share, which was the price per
share paid by SNP in April 2006. These options will vest ratably
over six years at a rate of 66,666 per year. Vesting of these
options will accelerate in the event of a change of control (as
defined in Mr. Walters agreement).
In October 2005, we entered into a compensation agreement with
Mr. Greenberg in connection with his election to the Board.
Pursuant to this agreement, we granted Mr. Greenberg
options to purchase 100,000 shares of common stock at an
exercise price of $0.65 per share. These options vested in two
equal installments on June 30, 2006 and 2007.
Upon her appointment to the Board on November 15, 2006,
Ms. Wolf was granted options to purchase 50,000 shares
of our common stock at an exercise price of $16.41 per share.
These options have a term of ten years and vest in four equal
annual installments beginning on November 15, 2007. Vesting
of these options will accelerate in the event of a change of
control (as defined in Ms. Wolfs agreement).
In connection with Mr. Bobrinskoys appointment to the
Board on September 2, 2008, we granted Mr. Bobrinskoy
options to purchase 50,000 shares of common stock at an
exercise price of $11.86 per share. These options have a term of
ten years and vest in five equal annual installments beginning
on September 2, 2009.
Beginning in 2009, non-employee directors will receive a cash
annual retainer fee of $50,000 per year. All retainer fees will
be payable quarterly in advance. Non-employee directors also
will receive an annual grant of restricted stock of the Company
valued at $25,000 and an annual grant of options to purchase
shares of the Companys common stock valued at $25,000.
Directors will continue to be reimbursed for reasonable travel
and other expenses incurred in connection with attending
meetings of the Board and its committees.
Notwithstanding anything to the contrary set forth in any of
the Companys filings under the Securities Act of 1933, as
amended (the Securities Act), or the Exchange Act of
1934 (the Exchange Act) that might incorporate
future filings, including this proxy statement, in whole or in
part, the following Report of the Compensation Committee and the
Audit Committee Report shall not be deemed to be
Soliciting Material, are not deemed
filed with the SEC and shall not be incorporated by
reference into any filings under the Securities Act or Exchange
Act whether made before or after the date hereof and
irrespective of any general incorporation language in such
filing except to the extent that the Company specifically
requests that the information be treated as soliciting material
or specifically incorporates it by reference into a document
filed under the Securities Act or the Exchange Act.
35
REPORT OF
THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has
reviewed and discussed the Compensation Discussion and Analysis
required by Item 402(b) of
Regulation S-K
with management and, based on such review and discussions, the
Compensation Committee recommended to the Board that the
Compensation Discussion and Analysis be included in this proxy
statement.
By the Compensation Committee of the Board of Directors,
Jack M. Greenberg
(Chairman)
Linda S. Wolf
John R. Walter
Peter J. Barris
Sharyar Baradaran
Eric P. Lefkofsky
Charles K. Bobrinskoy
36
AUDIT
COMMITTEE REPORT
The Audit Committee of the Board of Directors consists of four
non-employee directors, including, Charles K. Bobrinskoy, John
R. Walter, Peter J. Barris and Sharyar Baradaran, each of whom
the Board of Directors has determined to be independent
directors as defined in the rules of the Nasdaq Global Market.
The Audit Committee is a standing committee of the Board of
Directors and operates under a written charter adopted by the
Board of Directors. The Board approved charter is available at
www.inwk.com on the Investor page under the
link Corporate Governance. Among its other
functions, the Audit Committee has the authority and
responsibility to retain and terminate the engagement of the
Companys independent registered public accounting firm
(the independent auditors).
Management is responsible for the Companys internal
controls and the financial reporting process. The independent
auditors are responsible for performing an independent audit of
the Companys consolidated financial statements and
internal control over financial reporting in accordance with the
auditing standards of the Public Company Accounting Oversight
Board (United States) and to issue a report thereon. The Audit
Committees responsibility is to monitor and oversee these
processes.
During fiscal 2008, at each of its meetings, the Audit Committee
met with the senior members of the Companys financial
management team and the independent auditors. The Audit
Committees agenda is established by the Audit
Committees chairman and senior members of the
Companys financial management team. The Audit Committee
met in private sessions with the Companys independent
auditors at certain of its meetings, and also separately with
the Companys head of internal audit, without management
representation, to discuss financial management, accounting and
internal control issues. The Audit Committee has reviewed and
discussed with management and the independent auditors the
audited consolidated financial statements in the Companys
Annual Report on
Form 10-K
for the year ended December 31, 2008, including a
discussion of the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant
judgments and the clarity of disclosures in the consolidated
financial statements. Management represented to the Audit
Committee that the Companys consolidated financial
statements were prepared in accordance with generally accepted
accounting principles. The Audit Committee discussed with the
independent auditors matters required to be discussed by the
statement on Auditing Standards No. 61, Communication
with Audit Committees, as amended, as adopted by the
Public Company Accounting Oversight Board in Rule 3200T.
The Companys independent auditors also provided to the
Audit Committee the written disclosures and the letter required
by the applicable requirements of the Public Company Accounting
Oversight Board regarding the independent accountants
communications with the Audit Committee concerning independence.
The Committee discussed with the independent auditors that
firms independence and considered whether the non-audit
services provided by the independent auditors are compatible
with maintaining their independence.
Based on the Audit Committees discussion with management
and the independent auditors, and the Audit Committees
review of the representation of management and the report of the
independent auditors to the Audit Committee, the Audit Committee
recommended that the Board of Directors include the audited
consolidated financial statements in the Companys Annual
Report on
Form 10-K
for the year ended December 31, 2008 filed with the
Securities and Exchange Commission.
Submitted by the Audit Committee of the Board of Directors,
Charles K. Bobrinskoy (Chairman)
John R. Walter
Peter J. Barris
Sharyar Baradaran
37
FEES
BILLED FOR SERVICES RENDERED BY PRINCIPAL
REGISTERED PUBLIC ACCOUNTING FIRM
For the fiscal years ended December 31, 2008 and 2007,
Ernst & Young LLP, our independent registered public
accounting firm, billed the approximate fees set forth below:
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|
Fiscal Year Ended
|
|
|
Fiscal Year Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
Fees
|
|
2008
|
|
|
2007
|
|
|
Audit Fees(1)
|
|
$
|
515,500
|
|
|
$
|
488,910
|
|
Audit-Related Fees(2)
|
|
|
36,000
|
|
|
|
119,000
|
|
Tax Fees
|
|
|
|
|
|
|
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
551,500
|
|
|
$
|
607,910
|
|
|
|
|
(1) |
|
Audit Fees include fees billed for professional services
rendered for the integrated audit of our annual consolidated
financial statements, the review of the interim consolidated
financial statements included in our quarterly reports, and
other related services that are normally provided in connection
with statutory and regulatory filings. |
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(2) |
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Audit-related fees consist of fees billed for assurance and
related services that are reasonably related to the performance
of the audit or review of the Companys consolidated
financial statements and are not reported under Audit
Fees. These services include accounting consultations and
due diligence in connection with mergers and acquisitions,
attest services related to financial reporting that are not
required by statute or regulation and consultations concerning
financial accounting and reporting standards. |
The Audit Committee has adopted certain policies and procedures
regarding permitted audit and non-audit services and the annual
pre-approval of such services. Each year, the Audit Committee
will ratify the types of audit and non-audit services of which
management may wish to avail itself, subject to pre-approval of
specific services. Each year, management and the independent
registered public accounting firm will jointly submit a
pre-approval request, which will list each known
and/or
anticipated audit and non-audit service for the upcoming
calendar year and which will include associated budgeted fees.
The Audit Committee will review the requests and approve a list
of annual pre-approved non-audit services. Any additional
interim requests for additional non-audit services that were not
contained in the annual pre-approval request will be approved
during quarterly Audit Committee meetings.
All services provided by Ernst & Young LLP during the
fiscal year ended December 31, 2008 were approved by the
Audit Committee.
OTHER
INFORMATION
Stockholder
Proposals for the 2010 Annual Meeting
If any stockholder intends to present a proposal to be
considered for inclusion in the Companys proxy material in
connection with the 2010 annual meeting of stockholders, the
proposal must be in proper form (per SEC Regulation 14A,
Rule 14a-8-
Shareholder Proposals) and received by the Secretary of the
Company on or before January 8, 2010. Stockholder proposals
to be presented at the 2010 annual meeting of stockholders which
are not to be included in the Companys proxy materials
must be received by the Company no earlier than March 20,
2010 and no later than April 19, 2010, in accordance with
the procedures in the Companys by-laws.
Expenses
of Solicitation
The Company pays the cost of preparing, assembling and mailing
this proxy-soliciting material. The Company pays all costs of
solicitation, including certain expenses of brokers and nominees
who mail proxy materials to their customers or principals.
38
Householding
of Proxy Materials
The SEC has adopted rules that permit companies and
intermediaries (e.g., brokers) to satisfy the delivery
requirements for proxy statements with respect to two or more
stockholders sharing the same address by delivering a single
proxy statement addressed to those stockholders. This process,
which is commonly referred to as householding,
potentially provides convenience for stockholders and cost
savings for companies.
A number of brokers with accountholders who are stockholders
will be householding our proxy materials. As
indicated in the notice previously provided by these brokers to
stockholders, a single proxy statement will be delivered to
multiple stockholders sharing an address unless contrary
instructions have been received from an affected stockholder.
Once you have received notice from your broker or us that they
will be householding communications to your address,
householding will continue until you are notified
otherwise.
Stockholders who currently receive multiple copies of the proxy
statement at their address and would like to request
householding of their communications should contact
their broker or, if a stockholder is a direct holder of shares
of our common stock, they should submit a request to our
transfer agent in writing addressed to: BNY Mellon Shareowner
Services, 480 Washington Boulevard, Jersey City, New Jersey
07310-1900.
We will promptly deliver a separate copy of our proxy statement
or annual report to you upon written or oral request to:
Investor Relations, InnerWorkings, Inc., 600 West Chicago
Avenue, Suite 850, Chicago, Illinois 60654, or by telephone
at
1-888-201-8188.
39
Appendix A
INNERWORKINGS,
INC.
2006 STOCK INCENTIVE PLAN
(as amended and restated effective June 18, 2009)
INNERWORKINGS,
INC. 2006 STOCK INCENTIVE PLAN
TABLE OF
CONTENTS
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Page
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Article 1.
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Establishment, Objectives and Duration
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A-1
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Article 2.
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Definitions
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A-1
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Article 3.
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Administration
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Article 4.
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Shares Subject to the Plan and Maximum Awards
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Article 5.
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Eligibility and Participation
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Article 6.
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Options
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Article 7.
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Stock Appreciation Rights
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Article 8.
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Restricted Stock and Restricted Stock Units
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Article 9.
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Performance Shares
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Article 10.
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Other Stock Awards
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Article 11.
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Performance Measures
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A-11
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Article 12.
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Beneficiary Designation
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A-12
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Article 13.
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Deferrals and Code Section 409A
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Article 14.
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Rights of Participants
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Article 15.
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Amendment, Modification and Termination
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Article 16.
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Nontransferability of Award
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A-14
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Article 17.
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Withholding
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A-15
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Article 18.
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Indemnification
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A-15
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Article 19.
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Successors
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Article 20.
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Breach of Restrictive Covenants
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A-16
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Article 21.
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Legal Construction
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A-16
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A-i
INNERWORKINGS,
INC. 2006 STOCK INCENTIVE PLAN
Article 1. Establishment, Objectives and
Duration
1.1 Establishment of the
Plan. InnerWorkings, Inc., a Delaware
corporation, hereby establishes this InnerWorkings, Inc. 2006
Stock Incentive Plan (the Plan) as set forth herein.
Capitalized terms used but not otherwise defined herein will
have the meanings given to them in Article 2. The Plan
permits the grant of Nonstatutory Stock Options, Incentive Stock
Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, Performance Shares, and other Stock Awards. In
addition, the Plan provides the opportunity for the deferral of
the payment of salary, bonuses and other forms of incentive
compensation in accordance with Section 409A.
The Plan became effective on July 31, 2006 and will remain
in effect as provided in Section 1.3 hereof. The Plan was
amended and restated effective June 19, 2008. The Plan was
further amended and restated effective June 18, 2009,
subject to approval by the Companys stockholders at the
2009 annual meeting.
1.2 Purpose of the Plan. The purpose of
the Plan is to promote the success and enhance the value of the
Company by linking the personal interests of Participants to
those of Company stockholders, and by providing Participants
with an incentive for outstanding performance. The Plan is
further intended to provide flexibility to the Company in its
ability to motivate, attract and retain the services of
Participants upon whose judgment, interest, and special effort
the successful conduct of its business is largely dependent.
1.3 Duration of the Plan. The Plan will
commence on the Effective Date, as described in Article 2,
and will remain in effect, subject to the right of the Committee
to amend or terminate the Plan at any time pursuant to
Article 15, until all Shares subject to it pursuant to
Article 4 have been issued or transferred according to the
Plans provisions. In no event may an Award be granted
under the Plan on or after the tenth annual anniversary of the
Effective Date.
1.4 Plan Merger. The Companys 2004
Unit Option Plan shall be merged into this Plan as of the
Effective Date. Except with respect to rights that may be
protected under prior award agreements, stock options or unit
options awarded and equity interests authorized for awards under
the Prior Plan shall be governed by, and available under, the
terms of this Plan.
Article 2. Definitions
Whenever used in the Plan, the following terms have the meanings
set forth below, and when the meaning is intended, the initial
letter of the word is capitalized:
Affiliate means (a) for purposes of
Incentive Stock Options, any corporation that is a Parent or
Subsidiary of the Company, and (b) for all other purposes
hereunder, an entity that is (directly or indirectly) controlled
by, or controls, the Company.
Award means, individually or collectively, a
grant under this Plan to a Participant of Nonstatutory Stock
Options, Incentive Stock Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Performance Shares and
other Stock Awards.
Award Agreement means an agreement entered
into by the Company and a Participant setting forth the terms
and provisions applicable to an Award or Awards granted to the
Participant or the terms and provisions applicable to an
election to defer compensation under Section 8.2.
Board or Board of Directors
means the Board of Directors of the Company.
Cause shall have the meaning set forth in any
employment, consulting, or other written agreement between the
Participant and the Company or an Affiliate. If there is no
employment, consulting, or other written agreement between the
Participant and the Company or an Affiliate, or if such
agreement does not
A-1
define Cause, then Cause shall have the
meaning specified by the Committee in connection with the grant
of any Award; provided, that if the Committee does not so
specify, Cause shall mean the Participants:
(a) willful neglect of or continued failure to
substantially perform his or her duties with or obligations for
the Company or an Affiliate in any material respect (other than
any such failure resulting from his or her incapacity due to
physical or mental illness);
(b) commission of a willful or grossly negligent act or the
willful or grossly negligent omission to act that causes or is
reasonably likely to cause material harm to the Company or an
Affiliate; or
(c) commission or conviction of, or plea of nolo
contendere to, any felony or any crime materially injurious
to the Company or an Affiliate.
An act or omission is willful for this purpose if it
was knowingly done, or knowingly omitted, by the Participant in
bad faith and without reasonable belief that the act or omission
was in the best interest of the Company or an Affiliate.
Determination of Cause shall be made by the Committee in its
sole discretion, and may be applied retroactively if, after the
Participant terminates Service, it is discovered that Cause
occurred during Participants Service.
Change in Control means the occurrence of any
one or more of the following:
(a) An effective change of control pursuant to which any
person or persons acting as a group acquires (or has acquired
during the
12-month
period ending on the date of the most recent acquisition by such
person or persons) beneficial ownership of stock of the Company
representing more than thirty-five percent (35%) of the voting
power of the Companys then outstanding stock; provided,
however, that a Change in Control shall not be deemed to occur
by virtue of any of the following acquisitions: (i) by the
Company or any Affiliate, (ii) by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
Affiliate, (iii) by any underwriter temporarily holding
securities pursuant to an offering of such securities, or
(iv) by any Incumbent Stockholders (as defined below);
(b) Any person or persons acting as a group (in each case,
other than any Incumbent Stockholders) acquires beneficial
ownership of Company stock that, together with Company stock
already held by such person or group, constitutes more than
fifty (50%) of the total fair market value or voting power of
the Companys then outstanding stock. The acquisition of
Company stock by the Company in exchange for property, which
reduces the number of outstanding shares and increases the
percentage ownership by any person or group to more than 50% of
the Companys then outstanding stock will be treated as a
Change in Control;
(c) Individuals who constitute the Board immediately after
the Effective Date (the Incumbent Directors) cease
for any reason to constitute at least a majority of the Board
during any
12-month
period; provided, however, that: (i) any person becoming a
Director subsequent thereto whose election or nomination for
election was approved by a vote of a majority of the Incumbent
Directors then on the Board (either by a specific vote or by
approval of the proxy statement of the Company in which such
person is named as a nominee for Director, without written
objection to such nomination) shall be an Incumbent Director,
provided that no individual initially elected or nominated as a
Director of the Company as a result of an actual or threatened
election contest with respect to Directors or as a result of any
other actual or threatened solicitation of proxies or consents
by or on behalf of any person other than the Board shall be
deemed to be an Incumbent Director; and (ii) a Change in
Control shall not be deemed to have occurred pursuant to this
paragraph (c) if, after the Board is reconstituted, the
Incumbent Stockholders beneficially own stock of the Company
representing more than thirty-five percent (35%) of the voting
power of the Companys then outstanding stock; or
(d) Any person or persons acting as a group acquires (or
has acquired during the
12-month
period ending on the date of the most recent acquisition by such
person or persons) assets from the Company that have a total
gross fair market value of at least forty percent (40%) of the
total gross fair market value of all the assets of the Company
immediately prior to such acquisition. For purposes of this
section, gross fair market value means the value of the assets
of the Company, or the value of the assets being disposed of,
without regard to any liabilities associated with such assets.
The event described in this paragraph (d) shall not be
deemed to be a Change in Control if the assets are transferred
to (i) any owner of Company stock in exchange for or with
respect to the
A-2
Companys stock, (ii) an entity in which the Company
owns, directly or indirectly, at least fifty percent (50%) of
the entitys total value or total voting power,
(iii) any person that owns, directly or indirectly, at
least fifty percent (50%) of the Company stock, or (iv) an
entity in which a person described in (d)(iii) above owns at
least fifty percent (50%) of the total value or voting power.
For purposes of this section, and except as otherwise provided,
a persons status is determined immediately after the
transfer of the assets.
For purposes of this definition of Change in Control, the term
Incumbent Stockholders shall include each and every
one of the following: Incorp, LLC; Richard A. Heise, Jr.;
Old Willow Partners, LLC; Heise Family 2005 Grantor Retained
Annuity Trust; InnerWorkings Series C Investment Partners,
LLC; Orange Media, LLC; Baradaran Revocable Trust;
Sam Nazarian; Shula Nazarian Torbati; David and Angella
Nazarian Family Trust; Anthony R. Bobulinski; Printworks, LLC;
Printworks Series E, LLC; Younes & Soraya
Nazarian Revocable Trust; Younes Nazarian 2006 Annuity
Trust Printworks; Soraya T. Nazarian 2006 Annuity
Trust Printworks; New Enterprise Associates 11,
Limited Partnership; NEA Ventures 2005, Limited Partnership; or
any of their respective Affiliates or successors. In no event
will a Change in Control be deemed to have occurred, with
respect to the Participant, if an employee benefit plan
maintained by the Company or an Affiliate or the Participant is
part of a purchasing group that consummates the transaction that
would otherwise result in a Change in Control. The employee
benefit plan or the Participant will be deemed part of a
purchasing group for purposes of the preceding sentence if
the plan or the Participant is an equity participant in the
purchasing company or group, except where participation is:
(i) passive ownership of less than two percent (2%) of the
stock of the purchasing company; or (ii) ownership of
equity participation in the purchasing company or group that is
otherwise not significant, as determined prior to the Change in
Control by a majority of the non-employee continuing directors.
Code means the Internal Revenue Code of 1986,
as amended from time to time.
Committee shall mean the Compensation
Committee of the Board of Directors, the composition of which
shall at all times satisfy the provisions of Code
Section 162(m) and shall consist of at least two directors
who are independent directors within the meaning of
the NASDAQ marketplace rules, and non-employee
directors within the meaning of Exchange Act
Rule 16b-3.
Company means InnerWorkings, Inc., a Delaware
corporation, and any successor thereto as provided in
Article 19.
Consultant means any person, including an
advisor, engaged by the Company or an Affiliate to render
services to such entity and who is not a Director or an Employee.
Director means any individual who is a member
of the Board of Directors.
Disability shall mean
(a) A physical or mental condition that would qualify a
Participant for a disability benefit under the long-term
disability plan of the Company applicable to him or her;
(b) If the Participant is not covered by such a long-term
disability plan, disability as defined for purposes of
eligibility for a disability award under the Social Security Act;
(c) When used in connection with the exercise of an
Incentive Stock Option following termination of employment,
disability within the meaning of Code
Section 22(e)(3); or
(d) Such other condition as may be determined by the
Committee to constitute disability under
Section 409A.
Effective Date means July 31, 2006.
Employee means any person employed by the
Company or an Affiliate in a common law employee-employer
relationship. A Participant shall not cease to be an Employee
for purposes of this Plan in the case of (i) any leave of
absence approved by the Company or (ii) transfers between
locations of the Company or among the Company, its Parent, any
Subsidiary, or any successor. For purposes of Incentive Stock
Options, no such leave may exceed ninety (90) days, unless
reemployment upon expiration of such leave is guaranteed by
statute or contract. If reemployment upon expiration of a leave
of absence approved by the Company is not so guaranteed, on the
one
A-3
hundred and eighty-first (181st) day of such leave any Incentive
Stock Option held by the Participant shall cease to be treated
as an Incentive Stock Option and shall be treated for tax
purposes as a Nonstatutory Stock Option. Neither service as a
Director nor payment of a directors fee by the Company
shall be sufficient to constitute employment by the
Company.
Exchange Act means the Securities Exchange
Act of 1934, as amended from time to time, or any successor act
thereto.
Exercise Price means the price at which a
Share may be purchased by a Participant pursuant to an Option.
Fair Market Value of a Share on any given
date shall be determined by the Committee as follows:
(a) If the Share is listed for trading on the National
Association of Securities Dealers, Inc. (NASDAQ) National Market
System or one or more national securities exchanges, the last
reported sales price on the NASDAQ or such exchange on the date
in question, or if such Share shall not have been traded on the
NASDAQ or such exchange on such date, the last reported sales
price on the NASDAQ or such exchange on the first day prior
thereto on which such Share was so traded;
(b) If the Share is not listed for trading, by any means
determined fair and reasonable by the Committee, which
determination shall be final and binding on all parties; or
(c) Where the Participant pays the Exercise Price
and/or any
related withholding taxes to the Company by tendering Shares
issuable to the Participant upon exercise of an Option, the
actual sale price of the Shares.
Incentive Stock Option or ISO
means an option to purchase Shares granted under
Article 6 that is designated as an Incentive Stock Option
and that is intended to meet the requirements of Code
Section 422.
Initial Public Offering or IPO
means an initial public offering of the Companys
Shares pursuant to an effective registration statement filed
with the U.S. Securities and Exchange Commission.
Nonstatutory Stock Option or
NQSO means an option to purchase Shares
granted under Article 6 that is not intended to meet the
requirements of Code Section 422.
Option means an Incentive Stock Option or a
Nonstatutory Stock Option, as described in Article 6.
Parent means a parent
corporation, whether now or hereafter existing, as defined
in Code Section 424(e).
Participant means an Employee, Consultant or
Director who the Committee has selected to participate in the
Plan pursuant to Section 5.2 and who has an Award
outstanding under the Plan.
Performance-Based Exception means the
performance-based exception from the tax deductibility
limitations of Code Section 162(m) and any regulations
promulgated thereunder.
Performance Period means the time period
during which performance objectives must be met in order for a
Participant to earn Performance Shares granted under
Article 9.
Performance Share means an Award of Shares
with an initial value equal to the Fair Market Value of a Share
on the date of grant, which is based on the Participants
attainment of certain performance objectives specified in the
Award Agreement, as described in Article 9.
Personal Leave means a leave of absence as
described in Section 5.3.
Plan means the InnerWorkings, Inc. 2006 Stock
Incentive Plan, as set forth in this document, and as amended
from time to time.
Prior Plan means the Companys 2004 Unit
Option Plan. The Prior Plan shall be merged into this Plan as of
the Effective Date and stock or unit options awarded and equity
interests authorized for award under the Prior Plan shall be
governed by, and available under, the terms of this Plan.
Restriction Period means the period during
which the transfer of Restricted Stock is limited in some way
(based on the passage of time, the achievement of performance
objectives, or the occurrence of other events as determined by
the Committee, in its sole discretion) or the Restricted Stock
is not vested.
A-4
Restricted Stock means a contingent grant of
Shares awarded to a Participant pursuant to Article 8. The
Shares awarded to the Participant will vest over the Restriction
Period and according to the time-based or performance-based
criteria, specified in the Award Agreement.
Restricted Stock Unit or RSU
means a notional account established pursuant to an Award
granted to a Participant, as described in Article 8, that
is (a) valued solely by reference to Shares,
(b) subject to restrictions specified in the Award
Agreement, and (c) payable only in Shares. The RSUs awarded
to the Participant will vest according to the time-based or
performance-based criteria specified in the Award Agreement.
Section 409A means Code
Section 409A and any applicable regulations or interpretive
authority thereunder.
Service means the provision of services to
the Company or its Affiliates in the capacity of (i) an
Employee, (ii) a Director, or (iii) a Consultant. For
purposes of this Plan, the transfer of an Employee from the
Company to an Affiliate, from an Affiliate to the Company or
from an Affiliate to another Affiliate shall not be a
termination of Service. However, if the Affiliate for which an
Employee, Director or Consultant is providing services ceases to
be an Affiliate of the Company due to a sale, transfer or other
reason, and the Employee, Director or Consultant ceases to
perform services for the Company or any Affiliate, the Employee,
Director or Consultant shall incur a termination of Service.
Shares means the shares of common stock,
$0.0001 par value of the Company, or any successor or
predecessor equity interest in the Company.
Stock Appreciation Right or
SAR means an Award of the contingent right to
receive Shares or cash, as specified in the Award Agreement, in
the future, based on the value, or the appreciation in the
value, of Shares, pursuant to the terms of Article 7.
Stock Award means an Award of Shares pursuant
to the terms of Article 10.
Subsidiary means a subsidiary
corporation whether now or hereafter existing, as defined
in Code Section 424(f).
Vested means, with respect to an Option, that
such Option has become fully or partly exercisable; provided,
however, that notwithstanding its status as a Vested Option, an
Option shall cease to be exercisable pursuant to (and while
exercisable shall be subject to) such terms as are set forth
herein and in the relevant Award Agreement. Similarly, terms
such as Vest, Vesting, and
Unvested shall be interpreted accordingly.
Article 3. Administration
3.1 The Committee. The Plan will be
administered by the Committee, or by any other committee
appointed by the Board whose composition satisfies the
nonemployee director requirements of
Rule 16b-3
under the Exchange Act and the regulations of
Rule 16b-3
under the Exchange Act, the independent director
requirements of the NASDAQ marketplace rules, and the
outside director provisions of Code
Section 162(m), or any successor regulations or provisions.
3.2 Authority of the Committee. Except as
limited by law and subject to the provisions of this Plan, the
Committee will have full power to: select Employees, Directors
and Consultants to participate in the Plan; determine the sizes
and types of Awards; determine the terms and conditions of
Awards in a manner consistent with the Plan; construe and
interpret the Plan and any agreement or instrument entered into
under the Plan; establish, amend or waive rules and regulations
for the Plans administration; and (subject to the
provisions of Article 15) amend the terms and
conditions of any outstanding Award to the extent they are
within the discretion of the Committee as provided in the Plan.
Further, the Committee will make all other determinations that
may be necessary or advisable to administer the Plan. As
permitted by law and consistent with Section 3.1, the
Committee may delegate some or all of its authority under the
Plan, including to an officer of the Company to designate the
Employees (other than such officer himself or herself) to
receive Options and to determine the number of Shares subject to
the Options such Employees will receive.
The duties of the Committee or its delegatee shall also include,
but shall not be limited to, making disbursements and
settlements of Awards, creating trusts, and determining whether
to defer or accelerate the vesting of, or the lapsing of
restrictions or risk of forfeiture with respect to, Options,
Restricted Stock and Restricted
A-5
Stock Units, and Stock Appreciation Rights. Subject only to
compliance with the express provisions of the Plan, the
Committee or its delegatee may act in its sole and absolute
discretion in performing the duties specifically set forth in
the preceding sentence and other duties under the Plan.
3.3 Decisions Binding. All determinations
and decisions made by the Committee pursuant to the provisions
of the Plan will be final, conclusive and binding on all
persons, including, without limitation, the Company, its Board
of Directors, its stockholders, all Affiliates, Employees,
Participants and their estates and beneficiaries.
3.4 Change in Control. In the event of a
Change in Control, the Committee shall have the discretion to
accelerate the vesting of Awards, eliminate any restrictions
applicable to Awards, deem the performance measures to be
satisfied, or take such other action as it deems appropriate, in
its sole discretion.
Article 4. Shares Subject to the Plan and
Maximum Awards
4.1 Number of Shares Available for Awards.
(a) Subject to adjustment as provided below and in
Sections 4.2 and 4.3, the maximum number of Shares that may
be issued or transferred to Participants under the Plan will be
3,000,000. The maximum number of Shares that may be issued or
transferred to Participants as Incentive Stock Options is
1,000,000. Except during any
private-to-public
transition period during which Section 162(m) does not
apply (such as that described in Treas. Reg.
§ 1.162-27(f)),
the maximum number of Shares and Share equivalent units that may
be granted during any calendar year to any one Participant under
all types of Awards available under the Plan is 1,000,000 (on an
aggregate basis); the foregoing limit will apply whether the
Awards are paid in Shares or in cash. All limits described in
this Section 4.1(a) are subject to adjustment as provided
in Section 4.3.
(b) The Prior Plan shall be merged into and continued in
the form of this Plan as of the Effective Date. Awards made and
Shares awarded under the Prior Plan prior to the Effective Date,
which remain outstanding on the Effective Date, plus any Shares
available for grant under the Prior Plan (including Shares
subject to prior awards that expire unexercised or that are
forfeited, terminated or canceled and Shares that are
surrendered or withheld from any award under such Prior Plan to
satisfy a participants tax withholding) shall be governed
by and available under the terms of this Plan, but shall not
count against the number of Shares authorized under
Section 4.1(a) above. No additional awards will be made
under the Prior Plan on or after the Effective Date.
4.2 Lapsed Awards. Any Shares
(a) subject to an Award under the Plan that, after the
Effective Date, are forfeited, canceled, settled or otherwise
terminated without a distribution of Shares to a Participant; or
(b) delivered by attestation to, or withheld by, the
Company in connection with the exercise of an Option awarded
under the Plan or in payment of any required income tax
withholding for the exercise of an Option or the vesting of
Restricted Stock awarded under the Plan will thereafter be
deemed to be available for Award.
4.3 Adjustments in Authorized Shares.
(a) In the event of any merger, reorganization,
consolidation, recapitalization, separation, liquidation,
split-up,
share combination, or other such change in the corporate
structure of the Company affecting the Shares, such adjustment
shall be made in the number and class of Shares which may be
delivered under the Plan, and in the number and class of
and/or price
of Shares subject to outstanding Awards granted under the Plan,
as may be determined to be appropriate and equitable by the
Committee, in its sole discretion, to prevent dilution or
enlargement of rights and provided that the number of Shares
subject to any Award shall always be a whole number.
(b) Fractional Shares resulting from any adjustment in
Awards pursuant to this section may be settled in cash or
otherwise as the Committee determines. The Company will give
notice of any adjustment to each Participant who holds an Award
that has been adjusted and the adjustment (whether or not that
notice is given) will be effective and binding for all Plan
purposes.
Article 5. Eligibility and Participation
5.1 Eligibility. An Employee shall be
deemed eligible for participation upon such Employees
first day of employment. Additionally, non-Employee Directors
and Consultants
and/or their
representatives who are chosen from time to time at the sole
discretion of the Committee to receive one or more Awards are
also eligible to participate in the Plan.
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5.2 Actual Participation. Subject to the
provisions of the Plan, the Committee will, from time to time,
select those Employees, non-Employee Directors and Consultants
to whom Awards will be granted, and will determine the nature
and amount of each Award.
5.3 Personal Leave Status.
(a) Notwithstanding anything in the Plan to the contrary,
the Committee, in its sole discretion, reserves the right to
designate a Participants leave of absence as
Personal Leave. No Options shall be granted to a
Participant during Personal Leave. A Participants Unvested
Options shall remain Unvested during such Personal Leave and the
time spent on such Personal Leave shall not count towards the
Vesting of such Options. A Participants Vested Options
that may be exercised pursuant to Section 6.6 hereof shall
remain exercisable upon commencement of Personal Leave until the
earlier of (i) a period of one year from the date of
commencement of such Personal Leave; or (ii) the remaining
exercise period of such Options. Notwithstanding the foregoing,
if a Participant returns to the Company from a Personal Leave of
less than one year and the Participants Options have not
lapsed, the Options shall remain exercisable for the remaining
exercise period as provided at the time of grant and subject to
the conditions contained herein.
(b) The Committee, in its sole discretion, may waive or
alter the provisions of this Section 5.3 with respect to
any Participant. The waiver or alteration of such provisions
with respect to any Participant shall have no effect on any
other Participant.
Article 6. Options
6.1 Grant of Options. Subject to the
terms and provisions of the Plan, Options may be granted to
Employees, non-Employee Directors and Consultants in the number,
and upon the terms, and at any time and from time to time, as
determined by the Committee.
6.2 Award Agreement. Each Option grant
will be evidenced by an Award Agreement that specifies the
Exercise Price, the duration of the Option, the number of Shares
to which the Option pertains, the manner, time and rate of
exercise or Vesting of the Option, and such other provisions as
the Committee determines. The Award Agreement will also specify
whether the Option is intended to be an ISO or an NQSO.
6.3 Exercise Price. The Exercise Price
for each Share subject to an Option will be determined by the
Committee; provided, however, that the exercise price of
Incentive Stock Options shall in all cases be equal or greater
to the Fair Market Value on the date the Option is granted.
6.4 Duration of Options. Each Option will
expire at the time determined by the Committee at the time of
grant, but no later than the tenth anniversary of the date of
its grant.
6.5 Dividend Equivalents. The Committee
may, but will not be required to, provide under an agreement for
payments in connection with Options that are equivalent to
dividends declared and paid on the Shares underlying the Options
prior to the date of exercise. Such dividend equivalent
agreement shall be separate and apart from the Award Agreement
and shall be designed to comply separately with
Section 409A.
6.6 Exercise of Options. Options will be
exercisable at such times and be subject to such restrictions
and conditions as the Committee in each instance approves, which
need not be the same for each Award or for each Participant.
6.7 Payment. The holder of an Option may
exercise the Option only by delivering a written notice, or if
permitted by the Committee, in its discretion and in accordance
with procedures adopted by it, by delivering an electronic
notice of exercise to the Company setting forth the number of
Shares as to which the Option is to be exercised, together with
full payment at the Exercise Price for the Shares and any
withholding tax relating to the exercise of the Option.
The Exercise Price and any related withholding taxes will be
payable to the Company in full: (a) in cash, or its
equivalent, in United States dollars; (b) if permitted in
the governing Award Agreement, by tendering Shares owned by the
Participant duly endorsed for transfer to the Company, or Shares
issuable to the Participant upon exercise of the Option;
(c) any combination of (a) and (b); or (d) by any
other means the Committee determines to be consistent with the
Plans purposes and applicable law. The Committee, in its
discretion, may require that no Shares may be
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tendered until such Shares have been owned by the Participant
for at least six months (or such other period determined by the
Committee).
6.8 Special Provisions for
ISOs. Notwithstanding any other provision of this
Article 6, the following special provisions shall apply to
any Award of Incentive Stock Options:
(a) The Committee may award Incentive Stock Options only to
Employees.
(b) An Option will not constitute an Incentive Stock Option
under this Plan to the extent it would cause the aggregate Fair
Market Value of Shares with respect to which Incentive Stock
Options are exercisable by the Participant for the first time
during a calendar year (under all plans of the Company and its
Affiliates) to exceed $100,000. Such Fair Market Value shall be
determined as of the date on which each such Incentive Stock
Option is granted.
(c) If the Employee to whom the Incentive Stock Option is
granted owns stock possessing more than ten (10%) percent of the
total combined voting power of all classes of the Company or any
Affiliate, then: (i) the exercise Price for each Share
subject to an Incentive Stock Option will be at least one
hundred ten percent (110%) of the Fair Market Value of the Share
on the Effective Date of the Award; and (ii) the Option
will expire upon the earlier of (A) the time specified by
the Committee in the Award Agreement, or (B) the fifth
anniversary of the date of grant.
(d) No Option that is intended to be an Incentive Stock
Option may be granted under the Plan until the Companys
stockholders approve the Plan. If such stockholder approval is
not obtained within 12 months after the Boards
adoption of the Plan, then no Options may be granted under the
Plan that are intended to be Incentive Stock Options. No Option
that is intended to be an Incentive Stock Option may be granted
under the Plan after the tenth anniversary of the date the
Company adopted the Plan or the Companys stockholders
approved the Plan, whichever is earlier.
(e) An Incentive Stock Option must be exercised, if at all,
by the earliest of (i) the time specified in the Award
Agreement, (ii) three months after the Participants
termination of Service for a reason other than death or
Disability, or (iii) twelve months after the
Participants termination of Service for death or
Disability.
(f) An Option that is intended but fails to be an ISO shall
be treated as an NQSO for purposes of the Plan.
6.9 Restrictions on Share Transferability.
The Committee may impose such restrictions on any Shares
acquired through exercise of an Option as it deems necessary or
advisable, including, without limitation, restrictions under
applicable federal securities laws, under the requirements of
any stock exchange or market upon which the Shares are then
listed or traded, and under any blue sky or state securities
laws applicable to the Shares.
6.10 Termination of Service. Unless the
applicable Award Agreement provides otherwise and subject to
Section 6.8(e):
(a) In the event that the Service of a Participant is
terminated by the Company for any reason other than Cause,
Disability or death, Options that are exercisable at the time of
such termination shall remain exercisable until the earlier of
(i) the remaining exercise period or (ii) one year
from the date of such Service termination. Options that are not
exercisable at the time of such termination of Service shall
expire at the close of business on the date of such termination.
(b) In the event that the Service of a Participant with the
Company terminates on account of the Disability or death of the
Participant, Options that are exercisable at the time of such
termination shall remain exercisable until the expiration of the
term of the Option. Options that are not exercisable at the time
of such termination shall expire at the close of business on the
date of such termination.
(c) In the event of termination of a Participants
Service for Cause, all outstanding Options granted to such
Participant shall expire as of the commencement of business on
the date of such termination.
(d) In the event of a Participants termination of
Service for any reason other than those described in subsections
(a), (b) and (c) of this Section 6.10, Options
that are exercisable at the time of such termination
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shall remain exercisable until the earlier of (i) the
remaining exercise period or (ii) 30 days from the
date of such termination. Options that are not exercisable at
the time of such termination shall expire at the close of
business on the date of such termination.
Each Option Award Agreement will set forth the extent to which
the Participant has the right to exercise the Option after his
or her termination of Service. These terms will be determined by
the Committee in its sole discretion, need not be uniform among
all Options, and may reflect, among other things, distinctions
based on the reasons for termination of Service. However,
notwithstanding any other provision herein to the contrary, no
additional Options will Vest after a Participants Service
ceases or has terminated for any reason, whether such cessation
or termination is lawful or unlawful.
Article 7. Stock Appreciation Rights
7.1 Grant of SARs. Subject to the terms
and conditions of the Plan, SARs may be granted to Participants
at any time and from time to time, as determined by the
Committee. Within the limits of Article 4, the Committee
will have sole discretion to determine the number of SARs
granted to each Participant and, consistent with the provisions
of the Plan, to determine the terms and conditions pertaining to
SARs.
The grant price for any SAR shall be determined by the
Committee, but the grant price for any SAR intended to be exempt
from Section 409A shall in all cases be equal or greater to
the Fair Market Value on the date the SAR is granted. If the
Committee determines that an SAR shall have a grant price that
at any time can be less than the Fair Market Value on the date
of grant, such SAR shall be subject to Section 409A and the
provisions of Article 13 of the Plan.
7.2 Exercise of SARs. SARs may be
exercised upon whatever terms and conditions the Committee, in
its sole discretion, imposes.
7.3 Award Agreement. Each SAR grant will
be evidenced by an Award Agreement that specifies the grant
price, whether settlement of the SAR will be made in cash or in
Shares, the term of the SAR and such other provisions as the
Committee determines.
7.4 Term of SAR. The term of a SAR will
be determined by the Committee, in its sole discretion, but may
not exceed ten years.
7.5 Payment of SAR Amount. Upon exercise
of a SAR with respect to a Share, a Participant will be entitled
to receive an amount equal to the excess, if any, of the Fair
Market Value on the date of exercise of the SAR over the grant
price specified in the Award Agreement. At the discretion of the
Committee, the payment that may become due upon SAR exercise may
be made in cash, in Shares or in any combination of the two.
7.6 Termination of Service. Each SAR
Award Agreement will set forth the extent to which the
Participant has the right to exercise the SAR after his or her
termination of Service. These terms will be determined by the
Committee, in its sole discretion, need not be uniform among all
SARs issued under the Plan, and may reflect, among other things,
distinctions based on the reasons for termination of Service.
Article 8. Restricted Stock and Restricted
Stock Units
8.1 Grant of Restricted Stock or Restricted Stock
Units. Subject to the terms and provisions of the
Plan, the Committee may, at any time and from time to time,
grant Restricted Stock or Restricted Stock Units to Participants
in such amounts as it determines.
8.2 Deferral of Compensation into Restricted Stock
Units. Subject to the terms and provisions of the
Plan, the Committee may, at any time and from time to time,
allow (or require, as to bonuses) selected Employees and
Directors to defer the payment of any portion of their salary or
bonuses or both pursuant to this section. A Participants
deferral under this section will be credited to the Participant
in the form of Restricted Stock Units. The Committee will
establish rules and procedures for the deferrals, as it deems
appropriate and in accordance with Article 13 of the Plan.
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If a Participants compensation is deferred under this
Section 8.2, he or she will be credited, as of the date
specified in the Award Agreement, with a number of Restricted
Stock Units no less than the amount of the deferral divided by
the Fair Market Value on that date, rounded to the nearest whole
unit.
8.3 Award Agreement. Each grant of
Restricted Stock or Restricted Stock Units will be evidenced by
an Award Agreement that specifies the Restriction Periods, the
number of Shares or Share equivalent units granted, and such
other provisions as the Committee determines.
8.4 Other Restrictions. Subject to
Article 12, the Committee may impose such other conditions
or restrictions on any Restricted Stock or Restricted Stock
Units as it deems advisable, including, without limitation,
restrictions based upon the achievement of specific performance
objectives (Company-wide, business unit, individual, or any
combination of them), time-based restrictions on vesting, and
restrictions under applicable federal or state securities laws.
The Committee may provide that restrictions established under
this Section 8.4 as to any given Award will lapse all at
once or in installments.
The Company will retain the certificates representing Shares of
Restricted Stock in its possession until all conditions and
restrictions applicable to the Shares have been satisfied.
8.5 Payment of Awards. Except as
otherwise provided in this Article 8, Shares covered by
each Restricted Stock grant will become freely transferable by
the Participant after the last day of the applicable Restriction
Period, and Share equivalent units covered by a Restricted Unit
will be paid out in cash or Shares to the Participant following
the last day of the applicable Restriction Period, or on the
date provided in the Award Agreement.
8.6 Voting Rights. During the Restriction
Period, Participants holding Shares of Restricted Stock may
exercise full voting rights with respect to those Shares.
8.7 Dividends and Other
Distributions. During the Restriction Period,
Participants awarded Shares of Restricted Stock hereunder will
be credited with regular cash dividends paid on those Shares.
Dividends on vested Shares shall be paid as soon as practicable
as dividends are received by other Company stockholders.
Dividends on unvested Shares shall be subject to the same
vesting conditions as the underlying Shares, and will be
targeted to be paid within
21/2 months
following the end of the calendar year in which the underlying
Shares vest, but shall be paid no later than the end of the
calendar year following the year in which the underlying Shares
vest unless otherwise deferred pursuant to Article 13.
An Award Agreement may provide that, during the Restriction
Period, Participants awarded Restricted Stock Units shall be
credited with regular cash dividend equivalents paid with
respect to those Share equivalent units. Distribution of such
dividend equivalents shall be made at such time as permissible
under Section 409A.
8.8 Termination of Service. Each Award
Agreement will set forth the extent to which the Participant has
the right to retain unvested Restricted Stock or Restricted
Stock Units after his or her termination of Service. These terms
will be determined by the Committee in its sole discretion, need
not be uniform among all Awards of Restricted Stock, and may
reflect, among other things, distinctions based on the reasons
for termination of Service.
Article 9. Performance Shares
9.1 Grant of Performance Shares. Subject
to the terms of the Plan, Performance Shares may be granted to
Participants in such amounts and upon such terms, and at any
time and from time to time, as the Committee determines. The
Award of Performance Shares may be based on the
Participants attainment of performance objectives, or the
vesting of an Award of Performance Shares may be based on the
Participants attainment of performance objectives, each as
described in this Article 9.
9.2 Value of Performance Shares. Each
Performance Share will have an initial value equal to the Fair
Market Value on the date of grant. The Committee will set
performance objectives in its discretion which, depending on the
extent to which they are met, will determine the number or value
(or both) of Performance Shares that will be paid out to the
Participant. For purposes of this Article 9, the time
period during which the performance objectives must be met will
be called a Performance Period and will be set by
the Committee in its discretion.
9.3 Earning of Performance
Shares. Subject to the terms of this Plan, after
the applicable Performance Period has ended, the holder of
Performance Shares will be entitled to receive payout on the
number and value of
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Performance Shares earned by the Participant over the
Performance Period, to be determined as a function of the extent
to which the corresponding performance objectives have been
achieved.
9.4 Award Agreement. Each grant of
Performance Shares will be evidenced by an Award Agreement
specifying the material terms and conditions of the Award
(including the form of payment of earned Performance Shares),
and such other provisions as the Committee determines.
9.5 Form and Timing of Payment of Performance
Shares. Except as provided in Article 13,
the target payment date of earned Performance Shares will be
within the first two and one-half
(21/2)
months following the end of the later of the calendar year or
tax year of the Company in which the Performance Shares are
earned, but in no event later than the end of the calendar year
following the calendar year in which the Performance Shares are
earned. The Committee will pay earned Performance Shares in the
form of cash, in Shares, or in a combination of cash and Shares,
as specified in the Award Agreement. Performance Shares may be
paid subject to any restrictions deemed appropriate by the
Committee.
9.6 Termination of Service. Each Award
Agreement will set forth the extent to which the Participant has
the right to retain Performance Shares after his or her
termination of Service. These terms will be determined by the
Committee, in its sole discretion, need not be uniform among all
Awards of Performance Shares, and may reflect, among other
things, distinctions based on the reasons for termination of
Service.
Article 10. Other Stock Awards
Subject to the terms of the Plan, other Stock Awards may be
granted to Participants in such amounts and upon such terms, and
at any time and from time to time, as the Committee determines.
Article 11. Performance Measures
Unless and until the Committee proposes and the Companys
stockholders approve a change in the general performance
measures set forth in this Article 11, the performance
measure(s) to be used for purposes of Awards (both those granted
on or prior to the date of the 2008 annual meeting of the
Companys stockholders and those granted after such
meeting) designed to qualify for the Performance-Based Exception
will be chosen from among the following alternatives (or in any
combination of such alternatives):
(a) earnings before interest and taxes (EBIT);
(b) earnings before interest, taxes, depreciation and
amortization (EBITDA);
(c) net earnings;
(d) operating earnings or income;
(e) earnings growth;
(f) net income (absolute or competitive growth rates
comparative);
(g) net income applicable to Shares;
(h) cash flow, including operating cash flow, free cash
flow, discounted cash flow return on investment, and cash flow
in excess of cost of capital;
(i) earnings per Share;
(j) return on stockholders equity (absolute or
peer-group comparative);
(k) stock price (absolute or peer-group comparative);
(l) absolute
and/or
relative return on common stockholders equity;
(m) absolute
and/or
relative return on capital;
(n) absolute
and/or
relative return on assets;
(o) economic value added (income in excess of cost of
capital);
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(p) customer satisfaction;
(q) expense reduction;
(r) ratio of operating expenses to operating revenues;
(s) gross revenue or revenue by pre-defined business
segment (absolute or competitive growth rates comparative);
(t) revenue backlog; and
(u) margins realized on delivered services.
The Committee will have the discretion to adjust targets set for
preestablished performance objectives; however, Awards designed
to qualify for the Performance-Based Exception may not be
adjusted upward, except to the extent permitted under Code
Section 162(m), to reflect accounting changes or other
events.
If Code Section 162(m) or other applicable tax or
securities laws change to allow the Committee discretion to
change the types of performance measures without obtaining
stockholder approval, the Committee will have sole discretion to
make such changes without obtaining stockholder approval. In
addition, if the Committee determines it is advisable to grant
Awards that will not qualify for the Performance-Based
Exception, the Committee may grant Awards that do not so qualify.
Article 12. Beneficiary Designation
Each Participant may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case the
Participant should die before receiving any or all of his or her
Plan benefits. Each beneficiary designation will revoke all
prior designations by the same Participant, must be in a form
prescribed by the Committee, and must be made during the
Participants lifetime. If the Participants
designated beneficiary predeceases the Participant or no
beneficiary has been designated, benefits remaining unpaid at
the Participants death will be paid to the
Participants estate or other entity described in the
Participants Award Agreement.
Article 13. Deferrals and Code
Section 409A
13.1 Purpose. As provided in an Award
Agreement, the Committee may permit or require a Participant to
defer receipt of cash or Shares that would otherwise be due to
him or her under the Plan or otherwise create a deferred
compensation arrangement (as defined in Section 409A) in
accordance with this Article 13.
13.2 Initial Deferral Elections. The
deferral of an Award or compensation otherwise payable to the
Participant shall be set forth in the terms of the Award
Agreement or as elected by the Participant pursuant to such
rules and procedures as the Committee may establish. Any such
initial deferral election by a Participant will designate a time
and form of payment and shall be made at such time as provided
below:
(a) A Participant may make a deferral election with respect
to an Award (or compensation giving rise thereto) at any time in
any calendar year preceding the year in which services giving
rise to such compensation or Award are rendered.
(b) In the case of the first year in which a Participant
becomes eligible to receive an Award or defer compensation under
the Plan (aggregating other plans of its type as defined in
Section 1.409A-1(c)
of the applicable regulations), the Participant may make a
deferral election within 30 days after the date the
Participant becomes eligible to participate in the Plan;
provided, that such election may apply only with respect to the
portion of the Award or compensation attributable to services to
be performed subsequent to the election.
(c) Where the grant of an Award or payment of compensation
or the vesting is conditioned upon the satisfaction of
pre-established organizational or individual performance
criteria relating to a performance period of at least 12
consecutive months in which the Participant performs Service, a
Participant may make a deferral election no later than six
months prior to the end of the applicable performance period.
(d) Where the vesting of an Award is contingent upon the
Participants continued Service for a period of no less than
13 months, the Participant may make a deferral election
within 30 days of receiving an Award.
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(e) A Participant may make a deferral election in other
circumstances and at such times as may be permitted under
Section 409A.
13.3 Distribution Dates. Any deferred
compensation arrangement created under the Plan shall be
distributed at such times as provided in the Award Agreement,
which may be upon the earliest or latest of one or more of the
following:
(a) a fixed date as set forth in the Award Agreement or
pursuant to a Participants election;
(b) the Participants death;
(c) the Participants Disability;
(d) a change in control (as defined in Section 409A);
(e) an Unforeseeable Emergency, as defined in
Section 409A and implemented by the Committee;
(f) a Participants termination of Service, or in the
case of a Key Employee (as defined in Section 409A) six
months following the Participants termination of
Service; or
(g) such other events as permitted under Section 409A.
13.4 Restrictions on Distributions. No
distribution may be made pursuant to the Plan if the Committee
reasonably determines that such distribution would
(i) violate federal securities laws or other applicable
law; (ii) be nondeductible pursuant to Section 162(m)
of the Code; or (iii) violate a loan covenant or similar
contractual requirement of the Company causing material harm to
the Company. In any such case, distribution shall be made at the
earliest date at which the Company determines such distribution
would not trigger clauses (i), (ii) or (iii) above.
13.5 Redeferrals. The Company, in its
discretion, may permit the Participant to make a subsequent
election to delay a distribution date, or, as applicable, to
change the form distribution payments, attributable to one or
more events triggering a distribution, so long as (i) such
election may not take effect until at least twelve
(12) months after the election is made, (ii) such
election defers the distribution for a period of not less than
five years from the date such distribution would otherwise have
been made, and (iii) such election may not be made less
than twelve (12) months prior to the date the distribution
was to be made.
13.6 Termination of Deferred Compensation
Arrangements. In addition, the Company may in its
discretion terminate the deferred compensation arrangements
created under this Plan subject to the following:
(a) the arrangement may be terminated within the
30 days preceding, or 12 months following, a change in
control (as defined in Section 409A) provided that all
payments under such arrangement are distributed in full within
12 months after termination;
(b) the arrangement may be terminated in the Companys
discretion at any time provided that (i) all deferred
compensation arrangements of similar type maintained by the
Company are terminated, (ii) all payments are made at least
12 months and no more than 24 months after the
termination, and (iii) the Company does not adopt a new
arrangement of similar type for a period of five years following
the termination of the arrangement; or
(c) the arrangement may be terminated within 12 months
of a corporate dissolution taxed under Section 331 of the
Code or with the approval of a bankruptcy court pursuant to
11 U.S.C. 503(b)(1)(A) provided that the payments under the
arrangement are distributed by the latest of (i) the end of
the calendar year of the termination, (ii) the calendar
year in which such payments are fully vested, or (iii) the
first calendar year in which such payment is administratively
practicable.
Article 14. Rights of Participants
14.1 Employment and Service. Nothing in
the Plan will confer upon any Participant any right to continue
in the employ or Service of the Company or any Affiliate, or
interfere with or limit in any way the right of the Company or
any Affiliate to terminate any Participants employment or
Service at any time.
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14.2 Participation. No Employee,
Consultant or Director will have the right to receive an Award
under this Plan, or, having received any Award, to receive a
future Award.
Article 15. Amendment, Modification and
Termination
15.1 Amendment, Modification and
Termination. The Committee may at any time and
from time to time, alter, amend, modify or terminate the Plan in
whole or in part. The Committee will not, however, increase the
number of Shares that may be issued or transferred to
Participants under the Plan, as described in the first sentence
of Section 4.1 (and subject to adjustment as provided in
Sections 4.2 and 4.3).
Subject to the terms and conditions of the Plan, the Committee
may modify, extend or renew outstanding Awards under the Plan,
or accept the surrender of outstanding Awards (to the extent not
already exercised) and grant new Awards in substitution of them
(to the extent not already exercised). The Committee will not,
however, modify any outstanding Option so as to specify a lower
Exercise Price, without the approval of the Companys
stockholders. Notwithstanding the foregoing, no modification of
an Award will materially alter or impair any rights or
obligations under any Award already granted under the Plan,
without the prior written consent of the Participant.
15.2 Adjustment of Awards Upon the Occurrence of Certain
Unusual or Nonrecurring Events. In recognition of
unusual or nonrecurring events (including, without limitation,
the events described in Section 4.3) affecting the Company
or its financial statements, or in recognition of changes in
applicable laws, regulations, or accounting principles, and,
whenever adjustments are appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, the Committee
shall, using reasonable care, make adjustments in the terms and
conditions of, and the criteria included in, Awards, as may be
determined to be appropriate and equitable by the Committee. In
case of an Award designed to qualify for the Performance-Based
Exception, the Committee will take care not to make an
adjustment that would disqualify the Award.
15.3 Awards Previously Granted. No
termination, amendment or modification of the Plan will
adversely affect in any material way any Award already granted,
without the written consent of the Participant who holds the
Award.
15.4 Compliance with Code
Section 162(m). Awards will comply with the
requirements of Code Section 162(m), if the Committee
determines that such compliance is desired with respect to an
Award available for grant under the Plan. In addition, if
changes are made to Code Section 162(m) to permit greater
flexibility as to any Award available under the Plan, the
Committee may, subject to this Article 15, make any
adjustments it deems appropriate.
Article 16. Nontransferability of Awards.
Except as otherwise provided in a Participants Award
Agreement, no Option, SAR, Performance Share, Restricted Stock,
or Restricted Stock Unit granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution, or pursuant to a domestic relations order (as
defined in Code Section 414(p)). All rights with respect to
Performance Shares, Restricted Stock and Restricted Stock Units
will be available during the Participants lifetime only to
the Participant or his or her guardian or legal representative.
Except as otherwise provided in a Participants Award
Agreement or in paragraph (a) below, all Options and SARs
will be exercisable during the Participants lifetime only
by the Participant or his or her guardian or legal
representative. The Participants beneficiary may exercise
the Participants rights to the extent they are exercisable
under the Plan following the Participants death. The
Committee may, in its discretion, require a Participants
guardian, legal representative or beneficiary to supply it with
the evidence the Committee deems necessary to establish the
authority of the guardian, legal representative or beneficiary
to act on behalf of the Participant.
(a) Notwithstanding the foregoing, with respect to any
Nonstatutory Stock Options, each Participant shall be permitted
at all times to transfer any or all of the Options, or, in the
event the Options have not yet been issued to the Participant,
the Company shall be permitted to issue any or all of the
Options, to certain trusts designated by the Participant as long
as such transfer or issuance is made as a gift ( i.e. , a
transfer for no consideration, with donative intent), whether
during his or her lifetime or to take effect upon (or as a
consequence of) his or her death, to his or her spouse or
children. Gifts in trust shall be deemed gifts to every
beneficiary and contingent beneficiary, and so shall
A-14
not be permitted under this paragraph (a) if the
beneficiaries or contingent beneficiaries shall include anyone
other than such spouse or children. Transfers to a spouse or
child for consideration, regardless of the amount, shall not be
permitted under this Section.
(b) Any Options issued or transferred under this
Article 16 shall be subject to all terms and conditions
contained in the Plan and the applicable Award Agreement. If the
Committee makes an Option transferable, such Option shall
contain such additional terms and conditions, as the Committee
deems appropriate.
Article 17. Withholding
17.1 Tax Withholding. The Company will
have the power and the right to deduct or withhold, or require a
Participant to remit to the Company, the minimum amount
necessary to satisfy federal, state, and local taxes, domestic
or foreign, required by law or regulation to be withheld with
respect to any taxable event arising under this Plan.
17.2 Share Withholding. With respect to
withholding required upon the exercise of Options or SARs, upon
the lapse of restrictions on Restricted Stock, or upon any other
taxable event arising as a result of Awards granted hereunder,
the Company may satisfy the minimum withholding requirement for
supplemental wages, in whole or in part, by withholding Shares
having a Fair Market Value (determined on the date the
Participant recognizes taxable income on the Award) equal to the
minimum withholding tax required to be collected on the
transaction. The Participant may elect, subject to the approval
of the Committee, to deliver the necessary funds to satisfy the
withholding obligation to the Company, in which case there will
be no reduction in the Shares otherwise distributable to the
Participant.
Article 18. Indemnification
Each person who is or has been a member of the Committee or the
Board, and any officer or Employee to whom the Committee has
delegated authority under Section 3.1 or 3.2 of the Plan,
will be indemnified and held harmless by the Company from and
against any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him or her in connection
with or as a result of any claim, action, suit or proceeding to
which he or she may be a party or in which he or she may be
involved by reason of any action taken, or failure to act, under
the Plan. Each such person will also be indemnified and held
harmless by the Company from and against any and all amounts
paid by him or her in a settlement approved by the Company, or
paid by him or her in satisfaction of any judgment, of or in a
claim, action, suit or proceeding against him or her and
described in the previous sentence, so long as he or she gives
the Company an opportunity, at its own expense, to handle and
defend the claim, action, suit or proceeding before he or she
undertakes to handle and defend it. The foregoing right of
indemnification will not be exclusive of any other rights of
indemnification to which a person who is or has been a member of
the Committee or the Board may be entitled under the
Companys Certificate of Incorporation or By-Laws, as a
matter of law, or otherwise, or any power that the Company may
have to indemnify him or her or hold him or her harmless.
Article 19. Successors
All obligations of the Company under the Plan or any Award
Agreement will be binding on any successor to the Company,
whether the existence of the successor results from a direct or
indirect purchase of all or substantially all of the business or
assets of the Company or both, or a merger, consolidation, or
otherwise.
Article 20. Breach of Restrictive
Covenants
An Award Agreement may provide that, notwithstanding any other
provision of this Plan to the contrary, if the Participant
breaches any competition, nonsolicitation or nondisclosure
provisions contained in the Award Agreement, whether during or
after termination of Service, the Participant will forfeit:
(a) any and all Awards granted or transferred to him or her
under the Plan, including Awards that have become
Vested; and
(b) the profit the Participant has realized on the exercise
of any Options, which is the difference between the Exercise
Price of the Options and the applicable Fair Market Value of the
Shares (the Participant may be required to repay such difference
to the Company).
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Article 21. Legal Construction
21.1 Number. Except where otherwise
indicated by the context, any plural term used in this Plan
includes the singular and a singular term includes the plural.
21.2 Severability. If any provision of
the Plan is held illegal or invalid for any reason, the
illegality or invalidity will not affect the remaining parts of
the Plan, and the Plan will be construed and enforced as if the
illegal or invalid provision had not been included.
21.3 Requirements of Law. The granting of
Awards and the issuance of Share or cash payouts under the Plan
will be subject to all applicable laws, rules, and regulations,
and to any approvals by governmental agencies or national
securities exchanges as may be required.
21.4 Securities Law Compliance. As to any
individual who is, on the relevant date, an officer, director or
more than ten percent beneficial owner of any class of the
Companys equity securities that is registered pursuant to
Section 12 of the Exchange Act, all as defined under
Section 16 of the Exchange Act, transactions under this
Plan are intended to comply with all applicable conditions of
Rule 16b-3
under the Exchange Act, or any successor rule. To the extent any
provision of the Plan or action by the Committee fails to so
comply, it will be deemed null and void, to the extent permitted
by law and deemed advisable by the Committee.
If at any time the Committee determines that exercising an
Option or SAR or issuing Shares pursuant to an Award would
violate applicable securities laws, the Option or SAR will not
be exercisable, and the Company will not be required to issue
Shares. The Company may require a Participant to make written
representations it deems necessary or desirable to comply with
applicable securities laws. No person who acquires Shares under
the Plan may sell the Shares, unless he or she makes the offer
and sale pursuant to an effective registration statement under
the Exchange Act, which is current and includes the Shares to be
sold, or an exemption from the registration requirements of the
Securities Act.
21.5 Awards to Foreign Nationals and Employees Outside
the United States. To the extent the Committee
deems it necessary, appropriate or desirable to comply with
foreign law or practice and to further the purposes of this
Plan, the Committee may, without amending the Plan,
(i) establish rules applicable to Awards granted to
Participants who are foreign nationals or are employed outside
the United States, or both, including rules that differ from
those set forth in this Plan, and (ii) grant Awards to such
Participants in accordance with those rules.
21.6 Unfunded Status of the Plan. The
Plan is intended to constitute an unfunded plan for
incentive and deferred compensation. With respect to any
payments or deliveries of Shares not yet made to a Participant
by the Company, the Participants rights are no greater
than those of a general creditor of the Company. The Committee
may authorize the establishment of trusts or other arrangements
to meet the obligations created under the Plan, so long as the
arrangement does not cause the Plan to lose its legal status as
an unfunded plan.
21.7 Governing Law. To the extent not
preempted by federal law, the Plan and all agreements hereunder
will be construed in accordance with and governed by the laws of
the State of Illinois.
21.8 Electronic Delivery and Evidence of
Award. The Company may deliver by email or other
electronic means (including posting on a web site maintained by
the Company or by a third party) all documents relating to the
Plan or any Award hereunder (including, without limitation, any
Award Agreement and prospectus required by the SEC) and all
other documents that the Company is required to deliver to its
securities holders (including, without limitation, annual
reports and proxy statements). In addition, evidence of an Award
may be in electronic form, may be limited to notation on the
books and records of the Company and, with the approval of the
Board, need not be signed by a representative of the Company or
a Participant. Any Shares that become deliverable to the
Participant pursuant to the Plan may be issued in certificate
form in the name of the Participant or in book entry form in the
name of the Participant.
21.9 No Limitation on Rights of the
Company. The grant of the Award does not and will
not in any way affect the right or power of the Company to make
adjustments, reclassifications or changes in its capital or
business structure, or to merge, consolidate, dissolve,
liquidate, sell or transfer all or any part of its business or
assets.
A-16
21.10 Participant to Have No Rights as a
Stockholder. Before the date as of which he or
she is recorded on the books of the Company as the holder of any
Shares underlying an Award, a Participant will have no rights as
a stockholder with respect to those Shares.
A-17
The Companys Board of Directors recommends a vote FOR proposals 1, 2 and 3.
Please mark your X
votes as
indicated in this
example
FOR WITHHOLD *EXCEPTIONS ABSTAIN
1. ELECTION OF DIRECTORS ALL for all
for against N ominees:
2. Ratification of appointment of Ernst & Young LLP,
01 John R. Walter 06 Jack M. Greenberg
as our Independent Registered Public Accounting
02 Steven E. Zuccarini 07 Linda S. Wolf Firm for 2009.
03 Eric D. Belcher 08 Eric P. Lefkofsky
04 Peter J. Barris 09 Charles K. Bobrinskoy
05 Sharyar Baradaran
3. Amendment and restatement of the 2006 Stock
Incentive Plan.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the Exceptions box above and write that nominees name in the space provided below.)
*Exceptions Mark Here for Address Change or Comments
L SEE REVERSE
Signature Signature Date
NOTE:?Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
? FOLD AND DETACH HERE A
r
INNERWORKINGS, INC.
V J
Important notice regarding the Internet availability of
proxy materials for the Annual Meeting of Stockholders
The Proxy Statement and the 2008 Annual Report to
Stockholders are available at:
http://www.proxyvote.com
49808
PRINT AUTHORIZATION (THIS BOXED AREA DOES NOT PRINT)
To commence printing on this proxy card please sign, date and fax this card
to: 212-709-3287
SIGNATURE: DATE: TIME: |
PROXY
INNERWORKINGS, INC.
Annual Meeting of Stockholders June 18, 2009
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints John R. Walter and Joseph M. Busky, and each of them, with
power to act without the other and with power of substitution, as proxies and attorneys-in-fact
and hereby authorizes them to represent and vote, as provided on the other side, all the shares of
InnerWorkings, Inc. which the undersigned is entitled to vote, and, in their discretion, to vote
upon such other business as may properly come before the Annual Meeting of Stockholders of the
company to be held June 18, 2009 or at any adjournment or postponement thereof, with all powers
which the undersigned would possess if present at the Meeting.
ANY STOCKHOLDER COMPLETING THIS PROXY THAT FAILS TO MARK ONE OF THE BOXES FOR THE PROPOSAL
WILL BE DEEMED TO HAVE GIVEN THE PROXY HOLDERS COMPLETE DISCRETION IN VOTING HIS, HER, OR ITS
SHARES FOR SUCH PROPOSAL AT THE MEETING, OR, IN THE CASE OF ELECTION OF DIRECTORS, FOR EACH OF
THE LISTED NOMINEES. IF A BOX IS CHECKED, YOUR SHARES SHALL BE VOTED IN ACCORDANCE WITH YOUR
INSTRUCTIONS.
BNY MELLON SHAREOWNER SERVICES
Address Change/Comments south OX hackensack, nj 07606-9250
(Mark the corresponding box on the reverse side)
(Continued and to be marked, dated and signed, on the
other side) ? FOLD AND DETACH HERE A
You can now access your BNY Mellon Shareowner Services account online.
Access your BNY Mellon Shareowner Services shareholder/stockholder account online via Investor
ServiceDirect® (ISD).
The transfer agent for InnerWorkings, Inc. now makes it easy and convenient to get current
information on your shareholder account.
· View account status View payment history for dividends
· View certificate history Make address changes
· View book-entry information Obtain a duplicate 1099 tax form
· Establish/change your PIN
Visit us on the web at http://www.bnymellon.com/shareowner/isd
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
www.bnymellon.com/shareowner/isd
Investor ServiceDirect® Available 24 hours per day, 7 days per week
TOLL FREE NUMBER: 1-800-370-1163
Choose MLinkSM for fast, easy and secure 24/7
online access to your future proxy materials, investment
plan statements, tax documents and more. Simply log on to
Investor ServiceDirect® at
www.bnymellon.com/shareowner/isd where
step-by-step instructions will prompt you through
enrollment.
49808 |