def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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11950
Democracy Drive
Suite 600
Reston, Virginia 20190
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
TO BE HELD ON JULY 26,
2011
To the Stockholders of comScore, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders
of comScore, Inc. (the Company) will be held at the
Companys offices at 11950 Democracy Drive, Suite 600,
Reston, Virginia 20190 on Tuesday, July 26, 2011, at
2:15 p.m. EDT for the following purposes:
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to elect three Class I members of the board of directors to
serve until the 2014 annual meeting of stockholders;
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to ratify the appointment of Ernst & Young LLP as the
Companys independent registered public accounting firm for
the fiscal year ending December 31, 2011;
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to hold an advisory vote as to the compensation awarded to our
named executive officers in 2010;
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to hold an advisory vote as to the frequency of future
stockholder advisory votes regarding the compensation awarded to
our named executive officers;
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to approve the amendment and restatement of our 2007 Equity
Incentive Plan primarily to, among other things, allow the
Company to qualify awards granted thereunder as
performance-based within the meaning of
Section 162(m) of the Internal Revenue Code; and
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to transact any other business that is properly brought before
the meeting or any adjournment or postponement thereof.
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Please refer to the attached proxy statement, which forms a part
of this Notice and is incorporated herein by reference, for
further information with respect to the business to be
transacted at the annual meeting.
Stockholders of record at the close of business on May 31,
2011 are entitled to notice of, and to vote at, the annual
meeting or any adjournment or postponement thereof. The
presence, in person or by proxy, of shares of the Companys
common stock representing a majority of shares of the
Companys common stock issued and outstanding on the record
date will be required to establish a quorum at the annual
meeting.
Your vote is important. Whether or not you plan to attend this
meeting, please vote today using the enclosed proxy card to vote
by Internet or by signing, dating and returning the proxy card
in the postage-paid envelope provided. If you are a stockholder
of record of the Companys common stock, you may cast your
vote by proxy or in person at the annual meeting. If your shares
are held in an account at a brokerage firm or bank, you should
instruct it on how to vote your shares.
Important
Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Shareholders to be held on July 26,
2011
Our proxy statement is attached. Financial and other information
concerning the Company is contained in our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010 and Amendment
No. 1 to our Annual Report on
Form 10-K/A
for the fiscal year ended December 31, 2010. We have
elected to provide access to our proxy materials both by sending
you this full set of proxy materials, including a proxy card,
and by notifying you of the availability of our proxy materials
on the Internet. This proxy statement, our 2010 Annual Report on
Form 10-K
and our Amendment No. 1 to our Annual Report on
Form 10-K/A
are available on our corporate website at www.comscore.com.
By Order of the Board of Directors,
Christiana L. Lin
General Counsel and Secretary
Reston, Virginia
June 10, 2011
TABLE
OF CONTENTS
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A-1
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COMSCORE,
INC.
PROXY
STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
JULY 26, 2011
General
This proxy statement is furnished to our stockholders in
connection with the solicitation of proxies for use at our
annual meeting of stockholders to be held on Tuesday,
July 26, 2011 at 2:15 p.m. EDT at comScores
offices at 11950 Democracy Drive, Suite 600, Reston,
Virginia 20190, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders.
A copy of our Annual Report on
Form 10-K
and Amendment No. 1 to our Annual Report on
Form 10-K/A
for the year ended December 31, 2010, together with this
proxy statement and accompanying proxy card and notice, will be
first mailed on or about June 13, 2011 to our stockholders
of record.
This solicitation is made on behalf of our board of directors,
and we will pay the costs of solicitation. Our directors,
officers and employees may also solicit proxies by telephone,
fax, electronic mail or personal interview without additional
consideration. We will reimburse banks, brokerage firms and
other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy material to our
stockholders. We have retained American Stock
Transfer & Trust Company to assist in the
solicitation of proxies with respect to shares of our common
stock held of record by brokers, nominees and institutions for a
customary fee.
Our principal executive offices are located at 11950 Democracy
Drive, Suite 600, Reston, Virginia 20190, and our telephone
number is
(703) 438-2000.
Shares Entitled
to Vote and Quorum Requirement
Stockholders of record of our common stock at the close of
business on May 31, 2011 are entitled to notice of, and to
vote at, our 2011 annual meeting of stockholders. A list of our
stockholders will be available for review at our principal
executive offices during regular business hours for a period of
ten days prior to the annual meeting. As of May 31, 2011,
31,855,346 shares of our common stock were issued and
outstanding. The presence at the meeting, in person or by proxy,
of a majority of the shares of the common stock issued and
outstanding on May 31, 2011 will constitute a quorum. Our
outstanding common stock constitutes the only class of
securities entitled to vote at the annual meeting. Each share of
common stock is entitled to one vote.
Voting
Procedures
A proxy card is enclosed for your use. We ask that you carefully
review, complete, sign, date and return the proxy card in the
accompanying envelope, which is postage prepaid if you mail it
in the United States. You may also vote by Internet according to
the instructions included on the proxy card.
Unless you provide different instructions on your proxy, all
shares represented by valid proxies (and not revoked before they
are voted) will be voted at the meeting FOR the election of all
of the director nominees listed in Proposal No. 1; FOR
the ratification of the appointment of our independent public
registered accounting firm in Proposal No. 2; FOR the
advisory vote for approval of compensation awarded to our named
executive officers in Proposal No. 3; and FOR the vote
for amendment and restatement of our 2007 Equity Incentive Plan
as described in Proposal No. 5. With respect to
Proposal No. 4, the advisory vote for the frequency of
shareholder votes on compensation awarded to our named executive
officers, you may vote for
ONE, TWO or THREE years. If you do not vote, your vote will not
be counted in the determination of which option receives the
largest number of votes cast. With respect to any other business
that may properly come before the annual meeting and be
submitted to a vote of stockholders, proxies will be voted in
accordance with the best judgment of the designated proxy
holders.
The persons named as attorneys-in-fact to vote the proxies,
Magid M. Abraham and Kenneth J. Tarpey, were selected by the
board of directors and are executive officers of the company.
All properly executed proxies returned in time to be counted at
the annual meeting will be voted.
Shares represented by proxies that reflect abstentions or
broker non-votes (i.e., shares held by a broker or
nominee that are represented at the meeting, but with respect to
which the broker or nominee is not empowered to vote on a
particular proposal) will be counted as shares that are present
and entitled to vote for purposes of determining the presence of
a quorum. Broker non-votes are not deemed to be entitled to vote
for purposes of determining whether stockholder approval of a
matter has been obtained. As a result, broker non-votes are not
included in the tabulation of voting results on any proposal. In
the past, if a stockholder held shares in street name and did
not indicate how the holder wanted the shares voted in the
election of directors, the stockholders bank or broker was
allowed to vote those shares on the stockholders behalf in
the election of directors as they felt appropriate. Recent
changes in regulations were made to take away the ability of a
stockholders bank or broker to vote uninstructed shares in
the election of directors on a discretionary basis. Thus, if a
stockholder holds shares in street name and does not instruct
the bank or broker how to vote in the election of directors, no
votes will be cast on that stockholders behalf. The
stockholders bank or broker will, however, continue to
have discretion to vote any uninstructed shares on the
ratification of the appointment of the Companys
independent registered public accounting firm
(Proposal No. 2 of this proxy statement).
The director nominees listed in Proposal No. 1 will be
elected by a plurality of the votes of the shares present or
represented by proxy at the meeting and entitled to vote on the
election of directors. The appointment of our independent
registered public accounting firm listed in
Proposal No. 2 will be ratified if a majority of
shares present or represented by proxy at the meeting and
entitled to vote thereon vote FOR such proposal. The approval of
executive officer compensation listed in
Proposal No. 3 will be ratified if a majority of
shares present or represented by proxy at the meeting and
entitled to vote thereon vote FOR such proposal. However, this
vote is advisory only, and will not be binding upon our board of
directors. The frequency of shareholder votes on compensation
awarded to our executive officers that receives the highest
number of votes cast will be deemed to be the frequency chosen
by the stockholders in Proposal No. 4. However, this
vote is advisory only, and will not be binding upon our board of
directors. The amendment and restatement of our 2007 Equity
Incentive Plan as described in Proposal No. 5 will be
approved if a majority of shares present or represented by proxy
at the meeting and entitled to vote thereon vote FOR such
proposal.
Stockholders of record may vote by (i) completing and
returning the enclosed proxy card prior to the meeting,
(ii) voting by Internet according to the instructions
included on the proxy card, (iii) voting in person at the
meeting or (iv) submitting a signed proxy card at the
meeting.
Your vote is important. Accordingly, please carefully review,
complete, sign, date and return the accompanying proxy card or
vote by Internet whether or not you plan to attend the annual
meeting in person.
You may revoke your proxy at any time before it is actually
voted at the meeting either by signing and submitting a new
proxy card with a later date or by attending the meeting and
voting in person. However, merely attending the meeting will not
revoke your submitted proxy unless you specifically request your
proxy be revoked. If you hold shares through a bank or brokerage
firm, you must contact that bank or firm directly to revoke any
prior voting instructions.
All votes cast at the meeting will be tabulated by the persons
appointed by our board of directors to act as inspectors of
election for the meeting.
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The names of our directors and executive officers and their
ages, positions and biographies as of June 10, 2011 are set
forth below. Our executive officers are appointed by, and server
at the discretion of, our board of directors. There are no
family relationships among our directors or executive officers.
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Name
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Age
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Position
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Magid M. Abraham
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President, Chief Executive Officer and Class I Director
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Gian M. Fulgoni
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Executive Chairman of the Board of Directors and Class III
Director
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Gregory T. Dale
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Chief Operating Officer
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Jeffrey Ganek(1)
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Class III Director
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Bruce Golden(2)
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Class III Director
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William J. Henderson(1)(2)
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Class II Director
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William Katz(2)(3)
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Class I Director
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Ronald J. Korn(1)
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Class II Director
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Christiana L. Lin
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EVP, General Counsel and Chief Privacy Officer
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Jarl Mohn(2)(3)
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Class I Director
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Kenneth J. Tarpey
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Chief Financial Officer
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Magid M. Abraham, Ph.D., one of our co-founders, has
served as our President, Chief Executive Officer and as a
Director since September 1999. In 1995, Dr. Abraham founded
Paragren Technologies, Inc., which specialized in delivering
large scale Customer Relationship Marketing systems for
strategic and target marketing, and served as its Chief
Executive Officer from 1995 to 1999. Prior to founding Paragren,
Dr. Abraham was employed by Information Resources, Inc.
from 1985 until 1995, where he was President and Chief Operating
Officer from 1993 to 1994 and later Vice Chairman of the Board
of Directors from 1994 until 1995. In 2008, Dr. Abraham was
inducted into the Entrepreneur Hall of Fame and was named an
Ernst & Young Entrepreneur of the Year in the
Washington DC area. In 2009 he received the AMAs Parlin
Award, a preeminent national honor recognizing one individual
annually who has demonstrated outstanding leadership and
sustained impact on advancing the evolving profession of
marketing research over an extended period of time.
Dr. Abraham received the Paul Green Award and the William
F. ODell Award from the American Marketing Association for
an article that he co-authored in the Journal of Marketing
Research. He received a Ph.D. in Operations Research and an
M.B.A. from MIT. He also holds an Engineering degree from the
École Polytechnique in France.
Gian M. Fulgoni, one of our co-founders, has served as
our Executive Chairman of the Board of Directors since September
1999. Prior to co-founding comScore, Mr. Fulgoni was
employed by Information Resources, Inc., where he served as
President from 1981 to 1989, Chief Executive Officer from 1986
to 1998 and Chairman of the Board of Directors from 1991 until
1995. Mr. Fulgoni has served on the board of directors of
PetMed Express, Inc. since 2002 and previously served from
August 1999 through November 2000. Mr. Fulgoni has also
served on the board of directors of the Advertising Research
Foundation, an industry research organization, since 2008. He
also served on the board of directors of Platinum Technology,
Inc. from 1990 to 1999, U.S. Robotics, Inc. from 1991 to
1994, and Yesmail.com, Inc. from 1999 to 2000. In 1991 and again
in 2004, Mr. Fulgoni was named an Illinois Entrepreneur of
the Year, the only person to have twice received the honor. In
1992, he received the Wall Street Transcript Award for
outstanding contributions as Chief Executive Officer of
Information Resources, Inc. in enhancing the overall value of
that company to the
3
benefit of its shareholders. In 2008, Mr. Fulgoni was
inducted into the Chicago Entrepreneur Hall of Fame and was
named an Ernst & Young Entrepreneur of the Year.
Educated in the United Kingdom, Mr. Fulgoni holds an M.A.
in Marketing from the University of Lancaster and a B.Sc. in
Physics from the University of Manchester.
Gregory T. Dale has served as our Chief Operating Officer
since August 2009. Prior to that, he served as our Vice
President, Product Management from September 1999 until October
2000 and as our Chief Technology Officer from October 2000 until
August 2009. Prior to joining us, he served as Vice President of
Client Service at Paragren Technologies, Inc., a company that
specialized in enterprise relationship marketing. He holds a
B.S. in Industrial Management from Purdue University.
Jeffrey Ganek has served as a director since May 2008.
From December 1999 until November 2010, Mr. Ganek also
served as chairman of the board of directors and chief executive
officer of NeuStar, Inc., which provides clearinghouse services
to the telecommunications industry. From December 1995 to
December 1999, Mr. Ganek was Senior Vice President and
Managing Director of Communications Industry Services at
Lockheed Martin, an advanced technology company. From 1993 to
1995, he was Vice President Asia Operations for
Global TeleSystems Group, a communications service provider in
Europe and Asia. From 1991 to 1993, Mr. Ganek was Vice
President of Marketing at GTE Spacenet, a satellite
communications service provider. From 1985 to 1991, he was
Director of Marketing and Corporate Development at MCI
Communications Corporation, a telecommunications company. From
1976 to 1985, he held management positions at AT&T, a
telecommunications company, in Corporate Development, Marketing
and Finance. Mr. Ganek holds an M.S. in Public Policy and
Management and a B.S. in Economics from Carnegie-Mellon
University.
Bruce Golden has served as a director since June 2002. He
is a partner at Accel Partners, which he joined in 1997.
Mr. Golden has led a number of investments in enterprise
software and Internet-related companies while at Accel. He
currently serves as a member of the boards of directors of Qlik
Technologies Inc., a provider of business intelligence
solutions, and Responsys, Inc., a provider of on-demand
relationship marketing software, as well as several private
companies. Mr. Golden holds an M.B.A. from Stanford
University and a B.A. from Columbia University.
William J. Henderson has served as a director since
August 2001. Mr. Henderson was the 71st Postmaster
General of the United States. He served in that position from
May 1998 until his retirement in May 2001. Mr. Henderson
also served as the Chief Operations Officer of Netflix, Inc.
from January 2006 until February 2007. Mr. Henderson also
currently serves on the board of directors of Acxiom
Corporation, where he has been a director since June 2001.
Mr. Henderson holds a B.S. from the University of North
Carolina at Chapel Hill and served in the U.S. Army.
William Katz has served as a director since June 2008.
Since June 2004, Mr. Katz has also served as the chairman
of the board of directors of Visible World Inc., a
privately-held multimedia marketing services provider. From 1996
to 2004, Mr. Katz served as President and Chief Executive
Officer of BBDO New York, the flagship office of BBDO Worldwide,
the worlds third largest global agency network.
Mr. Katz holds a B.A. in Business and Psychology from
American University.
Ronald J. Korn has served as a director since November
2005. Since 1991, he has served as the President of Ronald Korn
Consulting, which provides business and marketing services.
Mr. Korn served as a director, chairman of the audit
committee, and member of the loan committee of Equinox Financial
Corporation from 1999 until its acquisition in October 2005.
Since 2002, he has served as a director, chairman of the audit
committee and a member of the compensation and nominating and
governance committees of PetMed Express, Inc., and since July
2003, he has served as a director, chairman of the audit
committee and a member of the compensation committee of Ocwen
Financial Corporation. Prior to that, Mr. Korn was a
partner and employee of KPMG, LLP, from 1961 to 1991, where he
was the managing partner of KPMGs Miami office from 1985
until 1991. Mr. Korn holds a B.S. from the Wharton School
of Business at the University of Pennsylvania and a J.D. from
New York University Law School.
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Christiana L. Lin has served as our EVP, General Counsel
and Chief Privacy Officer since August 2009. Prior to that, she
served as our Deputy General Counsel from February 2001 until
March 2003, as our Corporate Counsel and Chief Privacy Officer
from March 2003 until January 2006 and as our General Counsel
and Chief Privacy Officer from January 2006 until August 2009.
Ms. Lin holds a J.D. from the Georgetown University Law
Center and a B.A. in Political Science from Yale University.
Jarl Mohn, also known as Lee Masters from his radio
career, has served as a director since June 2008. Mr. Mohn
has also served on the board of directors of Scripps Network
Interactive since June 2008. From December 2003 until July 2008,
Mr. Mohn served on the board of directors of CNET Networks,
Inc., where he also served as non-executive chairman from
October 2006 to July 2008. Mr. Mohn also previously served
on the boards of directors of XM Satellite Radio, Inc. from May
2004 to July 2008 and the E.W. Scripps Company from 2002 until
2008. Mr. Mohn was the founding President of Liberty
Digital Inc., a publicly traded subsidiary of Liberty Media
Group involved in interactive television, cable television
networks and Internet enterprises, and served as its Chief
Executive Officer from June 1999 to March 2002. Prior to
founding Liberty Digital, Mr. Mohn was President and Chief
Executive Officer of E! Entertainment Television. From 1986 to
1989, Mr. Mohn was Executive Vice President and General
Manager of MTV and VH1. Mr. Mohns professional career
also includes twenty years in radio. Mr. Mohn attended
Temple University, where he studied Mathematics and Philosophy.
Kenneth J. Tarpey has served as our Chief Financial
Officer since April 20, 2009. Prior to joining comScore,
Mr. Tarpey was Executive Vice President, Chief Financial
Officer and Chief Operating Officer of Objectvideo, Inc., a
Reston, Virginia-based provider of video surveillance software,
from 2003 until April 2009. From 2002 until 2003,
Mr. Tarpey was Senior Vice President, Chief Financial
Officer and Treasurer of Ai Metrix, Inc., a Herndon,
Virginia-based provider of network optimization software. From
1997 until 2001, Mr. Tarpey was Executive Vice President
and Chief Financial Officer of Proxicom, a NASDAQ-listed
Internet business consulting and development company.
Mr. Tarpey holds an M.B.A. from Babson College and a B.A.
from College of the Holy Cross.
Board
Structure
Our board of directors has eight authorized seats divided into
three classes (Class I, Class II and
Class III) with staggered three-year terms. Three
Class I directors are to be elected at the 2011 annual
meeting of stockholders to serve a three-year term expiring at
the 2014 annual meeting of stockholders or until their
respective successors have been elected and qualified. The
Class II and Class III directors will continue to
serve their respective terms until the respective 2012 and 2013
annual meetings of stockholders.
Board
Leadership Structure
Our board of directors does not have a policy on whether or not
the role of the Chief Executive Officer and Chairman should be
separate or, if it is to be separate, whether the Chairman
should be selected from the non-employee directors or be an
employee. Currently, we operate with Dr. Abraham serving as
a director and our President and Chief Executive Officer and
Mr. Fulgoni serving as our Executive Chairman. Our board of
directors believes that because Mr. Fulgoni has unique and
extensive experience and understanding of our business, as well
as over ten years of experience serving on our board of
directors, he is well situated to lead and execute strategy and
business plans to maximize shareholder value by having a
combined role as both an executive officer as well as our
Executive Chairman.
Our board of directors does not have a policy regarding the use
of a lead independent director, and we do not presently have a
lead independent director.
Standing
Committees of the Board of Directors
Our board of directors has established an audit committee, a
compensation committee and a nominating and governance
committee. Our board of directors and its committees meet
regularly throughout the year and also hold special meetings and
act by written consent from time to time as appropriate. Our
board of directors has delegated various responsibilities and
authority to its committees as generally described below. The
5
committees regularly report on their activities and actions to
the full board of directors. Each committee of our board of
directors has a written charter approved by our board of
directors.
Audit
Committee
The audit committee of our board of directors recommends the
appointment of our independent registered public accountant,
reviews our internal accounting procedures and financial
statements, and consults with and reviews the services provided
by our independent registered public accountant, including the
results and scope of their audit. The audit committee met eleven
times (including telephonic meetings) during 2010.
The audit committee is currently comprised of Ronald J. Korn
(chair), William J. Henderson and Jeffrey Ganek, each of whom is
independent within the meaning of the requirements of the
Sarbanes-Oxley Act of 2002 and applicable U.S. Securities
and Exchange Commission, or SEC, and NASDAQ rules. Ronald J.
Korn is chairman of our audit committee as well as our audit
committee financial expert, as currently defined under the SEC
rules implementing the Sarbanes-Oxley Act of 2002. We believe
that the composition and functioning of our audit committee
complies with all applicable requirements of the Sarbanes-Oxley
Act of 2002, The NASDAQ Global Market, and SEC rules and
regulations.
The audit committee operates under a written charter adopted by
the board of directors, a copy of which is available under the
Investor Relations section of our website,
http://www.comscore.com.
Compensation
Committee
The compensation committee of our board of directors reviews and
recommends to our board of directors the compensation and
benefits for our executive officers, administers our stock
plans, and establishes and reviews general policies relating to
compensation and benefits for our employees. The compensation
committee met fourteen times (including telephonic meetings)
during 2010.
The compensation committee is currently comprised of William J.
Henderson (chair), William Katz and Jarl Mohn, each of whom is
independent within the meaning of applicable NASDAQ rules. We
believe that the composition and functioning of our compensation
committee complies with all applicable requirements of the
Sarbanes-Oxley Act of 2002, The NASDAQ Global Market, and SEC
rules and regulations. Our compensation committee may form and
delegate authority to subcommittees when appropriate.
The compensation committee operates under a written charter
adopted by the board of directors, a current copy of which is
available under the Investor Relations section of
our website,
http://www.comscore.com.
Nominating
and Governance Committee
The nominating and governance committee of our board of
directors is responsible for, among other things, reviewing the
appropriate size, function and needs of the board of directors;
establishing criteria for evaluating and selecting new members
of our board of directors, subject to board of directors
approval thereof; identifying and recommending to our board of
directors for approval individuals qualified to become members
of the board of directors; and monitoring and making
recommendations to the board of directors on matters relating to
corporate governance. The nominating and governance committee
met twice (including telephonic meetings during 2010.
The nominating and governance committee currently consists of
Bruce Golden (chair), William Katz and Jarl Mohn. We believe
that the composition and functioning of our nominating and
governance committee complies with all applicable requirements
of the Sarbanes-Oxley Act of 2002, The NASDAQ Global Market and
SEC rules and regulations.
The nominating and governance committee operates under a written
charter adopted by the board of directors, a current copy of
which is available under the Investor Relations
section of our website,
http://www.comscore.com.
6
Risk
Management
Our board of directors has an active role, as a whole and also
at the committee level, in overseeing management of our
companys risks. Our board of directors regularly reviews
information regarding our credit, liquidity and operations, as
well as the risks associated with each. Our compensation
committee is responsible for overseeing management of risks
relating to our executive compensation plans and arrangements.
Our audit committee oversees management of financial risks. Our
nominating and governance committee manages risks associated
with the independence of our board of directors and potential
conflicts of interest. While each committee is responsible for
evaluating certain risks and overseeing the management of such
risks, our entire board of directors is regularly informed
through committee reports about such risks.
Board of
Directors and Committee Meeting Attendance
Our board of directors met seven times (including telephonic
meetings) during the year ended December 31, 2010. Each of
our incumbent directors has attended at least seventy-five
percent (75%) of the aggregate number of meetings held by the
board of directors (during the period in 2010 for which he was a
director) and the aggregate number of meetings held by the
committees of the board of directors on which such individual
served (during the period in 2010 for which he served as a
committee member).
Independent members of the board of directors regularly meet in
executive session without management present.
Annual
Meeting Attendance
We encourage, but do not require, our directors to attend our
annual meeting of stockholders. Three of our directors attended
our 2010 annual meeting of stockholders.
Director
Nomination Process and Qualifications
Our nominating and governance committee identifies director
nominees by first evaluating the current members of the board of
directors willing to continue in service. Current members with
skills and experience that are relevant to our business and who
are willing to continue in service are considered for
nomination. If any member of the board of directors does not
wish to continue in service, or the committee or board of
directors decides not to nominate a member for re-election, the
committee identifies the desired skills and experience of a new
nominee. Current members of the board of directors and senior
management are then polled for their recommendations. To date,
we have not engaged third parties to identify or evaluate
potential nominees; however, the committee may do so in the
future.
The nominating and governance committee will also consider
nominees recommended by stockholders, and any such
recommendations should be forwarded to our Corporate Secretary
in writing at our executive offices as identified in this proxy
statement. In accordance with our bylaws, such recommendations
should include the following information:
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the name, age, business address and residence address of the
proposed candidate;
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the principal occupation or employment of the proposed candidate;
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the class and number of shares of our stock that the proposed
candidate beneficially owns;
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a description of all arrangements or understandings between the
stockholder making the recommendations and each director nominee
and any other person or persons (naming such person or persons)
pursuant to which the nominations are to be made by the
stockholder; and
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any other information relating to such director candidate that
is required to be disclosed in solicitations of proxies for
elections of directors or is otherwise required pursuant to
Regulation 14A under the Securities Exchange Act of 1934,
as amended (including without limitation such nominees
written consent to being named in any proxy statement as a
nominee and to serve as a director if elected).
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7
While our nominating and governance committee has not
established specific minimum qualifications for director
candidates, our committee evaluates individual director
candidates based upon a number of criteria, including:
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a high degree of personal and professional integrity;
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commitment to promoting the long term interests of our
stockholders;
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broad general business experience and acumen, which may include
experience in management, finance, marketing and accounting,
with particular emphasis on technology companies;
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adequate time to devote attention to the affairs of our company;
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an ability to bring balance to our board of directors in light
of our companys current and anticipated needs and in light
of the skills and attributes of the other board members; and
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other attributes relevant to satisfying the requirements imposed
by the SEC and NASDAQ.
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We believe that our board of directors represents a desirable
mix of backgrounds, skills, and experiences, and they all share
the personal attributes of effective directors described above.
While they do not have a formal written policy on director
diversity, the nominating and governance committee and our board
of directors also consider diversity when reviewing the overall
composition of our board of directors, and considering the slate
of nominees for annual election to our board of directors and
the appointment of individual directors to our board of
directors. Diversity, in this context, includes factors such as
experience, specialized expertise, geographic location, cultural
background, gender and ethnicity.
Below are some of the specific experiences, qualifications,
attributes or skills in addition to the biographical information
provided above that led to the conclusion that each person
should serve as one of our directors in light of our business
and structure:
Magid M. Abraham, Ph.D., is one of our co-founders,
President, Chief Executive Officer and a director.
Dr. Abraham has over ten years of experience with our
business in a variety of roles including research and
development, sales and marketing and corporate administration,
since its inception. In addition, Dr. Abraham brings his
experience as a founder and senior executive of previous
successful market-research based companies. Dr. Abraham has
a deep understanding of all aspects of our business. He also has
significant corporate governance experience through service on
other company boards and as an executive with other companies,
and he has an extensive educational background.
Gian M. Fulgoni, is one of our co-founders, Executive
Chairman and a director. Mr. Fulgoni has over ten years of
experience with our business in a variety of roles including
research and development, sales and marketing and corporate
administration, since its inception. In addition,
Mr. Fulgoni brings his experience as a founder and senior
executive of previous successful market-research based
companies. Mr. Fulgoni has a deep understanding of all
aspects of our business. He also has significant corporate
governance experience through service on other public company
boards and as an executive with other companies, and he has an
extensive educational background.
Jeffrey Ganek has served as an executive or a member of
the board of directors of several large technology and telecom
companies. Mr. Ganek has substantial experience with
research and development, sales and marketing and corporate
administration of technology companies. He also has significant
corporate governance experience through his service on other
company boards and as an executive with other companies, and he
has an extensive educational background.
Bruce Golden has served as a member of the board of
directors of several high technology and internet companies
through his role as a venture capitalist. Mr. Golden has
substantial experience with advising on the strategic
development of technology companies. He also has significant
corporate governance experience through his service on other
company boards, and he has an extensive educational background.
William J. Henderson has served as an executive or a
member of the board of directors of several large technology,
data aggregation and multimedia companies. Mr. Henderson
has substantial experience marketing
8
and the corporate administration of large businesses. He also
has significant corporate governance experience through his
service on other company boards, and he has an extensive
educational background.
William Katz has also served as an executive of or a
member of the board of directors of several marketing and
advertising companies. Mr. Katz has extensive experience in
those industries, as well as with corporate governance through
his service on other boards of directors.
Ronald J. Korn has served as an executive or a member of
the board of directors of several large public companies.
Mr. Korn has substantial experience as a public accountant,
and he has sufficient background to qualify as our audit
committee financial expert. He also has significant corporate
governance experience through his service on other company
boards, and he has an extensive educational background.
Jarl Mohn has also served as an executive of or a member
of the board of directors of several multimedia companies.
Mr. Katz has extensive experience in that industry, as well
as with corporate governance through his service on other boards
of directors.
Director
and Director Nominee Independence
Our board of directors has determined that each of
Messrs. Ganek, Golden, Henderson, Katz, Korn and Mohn is
independent under the rules of the SEC and the listing standards
of the NASDAQ Stock Market; therefore, every member of the audit
committee, compensation committee and nominating and governance
committee is an independent director in accordance with those
standards. There were no related person transactions considered
in the last fiscal year in the determination of the independence
of the directors.
Compensation
Committee Interlocks and Insider Participation
William J. Henderson, William Katz and Jarl Mohn served as our
compensation committee during 2010. None of the members of our
compensation committee in 2010 was a present or former officer
or employee of our company. In addition, during 2010, none of
our officers had an interlock relationship, as that
term is defined by the SEC.
Code of
Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that
applies to all directors and employees of the company, including
our principal executive officer, principal financial officer and
principal accounting officer or controller. The full text of our
Code of Business Conduct and Ethics is posted under the
Investor Relations section on our website at
http://www.comscore.com.
9
DIRECTOR
COMPENSATION
Director
Compensation Policies
Retainers and Meeting Fees
During 2010, our non-employee directors were eligible to receive
an annual cash retainer of $25,000 for service generally on our
board of directors.
In addition, prior to August 2010, the non-employee chairpersons
of certain of the standing committees of our board of directors
were eligible to receive additional annual cash retainers. In
August 2010, our board of directors conducted a review of our
director compensation policies, which considered input from
Compensia, the independent outside compensation consultant to
our board of directors. Based on this review, our board of
directors approved, among other changes, an increase in the
levels of the annual cash retainer supplements for non-employee
committee chairpersons and members effective as of July 1,
2010 in order to improve the competiveness of the compensation
provided to the non-employee members of our board of directors
as well as to appropriately reflect the level involvement of our
committee members. The additional annual cash retainers for
which members or chairperson of certain committees of our board
of directors were eligible before and after this increase in
2010 were as follows:
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Prior to July 1,
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After July 1,
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2010
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2010
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Committee
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Chairperson
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Member
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Chairperson
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Member
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Audit
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$
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10,000
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$
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$
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18,000
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$
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10,000
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Compensation
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7,500
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10,000
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5,000
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Nominating and Governance
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3,000
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1,000
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In the case of new non-employee directors, these fees are
prorated based on when the non-employee director joined our
board of directors during the year. Employee directors are not
compensated for board of director or committee service in
addition to their regular employee compensation.
Other Equity-Based Compensation
Outside directors are also eligible to receive stock awards and
option grants under our 2007 Equity Incentive Plan. Since our
initial public offering in 2007, our non-employee directors have
been and are entitled to an annual grant of restricted stock
having a value of $50,000 at the time of grant. In August 2010,
our board of directors conducted a review of our director
compensation policies, which considered input from Compensia.
Based on this review, our board of directors approved, among
other changes, an increase in the grant date value of the annual
grant of restricted stock to approximately $90,000 in order to
improve the competiveness of the compensation provided to the
non-employee members of our board of directors as well as to
appropriately reflect the level involvement of our committee
members.
The total amount of each annual grant of restricted stock shall
remain unvested until the earlier of (i) the date of the
first annual stockholders meeting following the date of
grant, (ii) the one year anniversary of the date of grant
or (iii) a change of control. The board of directors has
discretion to accelerate or modify such vesting schedule due to
special circumstances.
Expenses
We reimburse our non-employee directors for all reasonable
out-of-pocket
expenses incurred in the performance of their duties as
directors. Such expense reimbursements are not included in the
table under the subheading 2010 Director
Compensation.
10
2010 Director
Compensation
The following table sets forth certain information concerning
cash and non-cash compensation earned by the non-employee
members of our board of directors in 2010. None of the
non-employee members of our board of directors received option
awards or other compensation in 2010.
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Fees Earned or
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Stock
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Name
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Paid in Cash
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Awards($)(1)
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Total($)
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Jeffrey Ganek
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$
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26,167
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$
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86,664
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(2)
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$
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112,831
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Bruce Golden
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25,250
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86,664
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(2)
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111,914
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William J. Henderson
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34,375
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86,664
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(2)
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121,039
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William Katz
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25,500
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86,664
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(2)
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112,164
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Ronald J. Korn
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35,667
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86,664
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(2)
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122,331
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Jarl Mohn
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25,500
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86,664
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(2)
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112,164
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(1)
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Represents the aggregate grant date fair value computed in
accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic 718, Compensation Stock
Compensation (FASB ASC Topic 718) of stock awards
concerning 2010. Assumptions used in the calculation of these
award amounts are included in Note 10 to the consolidated
financial statements included in our Annual Report on
Form 10-K
for the year ended December 31, 2010. The number of shares
and the grant date fair value of each stock award included in
the awards for which expense are shown in the table above is as
follows:
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Number
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Grant Date
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Name
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Award Type
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Grant Date
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of Shares
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Fair Value
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Jeffrey Ganek
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Restricted Stock
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August 26, 2010
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2,054
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$
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36,664
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Restricted Stock
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July 20, 2010
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2,867
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$
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50,000
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Bruce Golden
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Restricted Stock
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August 26, 2010
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2,054
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$
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36,664
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Restricted Stock
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July 20, 2010
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2,867
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$
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50,000
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William J. Henderson
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Restricted Stock
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August 26, 2010
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2,054
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$
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36,664
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Restricted Stock
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July 20, 2010
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2,867
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$
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50,000
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William Katz
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Restricted Stock
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August 26, 2010
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2,054
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$
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36,664
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Restricted Stock
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July 20, 2010
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2,867
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$
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50,000
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Ronald J. Korn
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Restricted Stock
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August 26, 2010
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2,054
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$
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36,664
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Restricted Stock
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July 20, 2010
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2,867
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$
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50,000
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Jarl Mohn
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Restricted Stock
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August 26, 2010
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2,054
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$
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36,664
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Restricted Stock
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July 20, 2010
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2,867
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$
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50,000
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(2)
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All of our non-employee directors that continued to serve after
our 2010 annual meeting of stockholders received annual awards
of restricted stock with a fair value calculated in accordance
with FASB ASC Topic 718 of approximately $50,000 (as adjusted
for rounding of fractional shares, which were excluded). In
addition, all of our non-employee directors that continued to
serve after our 2010 annual meeting of stockholders received an
award of restricted stock with a fair value calculated in
accordance with FASB ASC Topic 718 of approximately $36,664 (as
adjusted for rounding of fractional shares, which were
excluded), which represented an additional grant to increase the
total amount granted to each non-employee director in 2010 to an
annualized amount of approximately $90,000 following our August
2010 review of director compensation policies. Each of these
awards are restricted common stock subject to a right of
repurchase by comScore until the earlier of (i) the date of
the 2011 annual meeting of our stockholders,
(ii) July 20, 2011 or (iii) a change of control.
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11
The following discussion and analysis of our compensation
arrangements with our named executive officers should be read
together with the compensation tables and related disclosures
set forth elsewhere in this proxy statement. Our named executive
officers for the year ended December 31, 2010 are Magid M.
Abraham, Kenneth J. Tarpey, Gian M. Fulgoni, Gregory T. Dale and
Christiana L. Lin. This discussion contains forward-looking
statements that are based on our current plans and expectations
regarding future compensation programs. Actual compensation
programs that we adopt may differ materially from currently
planned programs as summarized in this discussion.
Our
Philosophy
The objective of our compensation programs for employees is to
attract and retain top talent. Our compensation plans are
designed to motivate and reward employees for achievement of
positive business results and also to promote and enforce
accountability. In determining the compensation arrangement of
our named executive officers, we are guided by the following key
principles:
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Attract and Retain Top Talent. Our
compensation arrangements should be sufficient to allow us to
attract, retain and motivate named executive officers with the
necessary skills and talent to successfully manage our business.
In order to attract, motivate and retain such executives, we
seek to compensate our named executive officers at total
compensation levels of at least the 50th percentile of our
identified peer group, with opportunities to reward stronger
performers at levels as much as the 75th percentile of that peer
group.
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Promote Business Performance
Accountability. Compensation should be tied, in
part, to the performance of the portion of the business for
which a named executive officer is responsible and how that
named executive officers business unit or area performs
and contributes to the overall financial performance of our
business.
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Promote Individual Performance
Accountability. Compensation should be tied, in
part, to the individual named executive officers
performance to encourage and reflect individual contributions to
our performance.
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Align Stockholder Interests. Compensation
should be tied, in part, to our financial performance through
equity awards, which help to align our named executive
officers interests with those of our stockholders.
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Application
of our Philosophy
We believe that our executive compensation and benefit program
balances short-term and long-term components, cash and equity
elements, and fixed and contingent payments. We apply our
compensation philosophy using both quantitative and qualitative
standards to incentivize our named executive officers and reward
them for achieving the following goals:
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develop a culture that embodies a passion for our business and a
drive to achieve and exceed established goals and objectives;
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provide leadership to the organization in such a way as to
maximize the results of our business operations;
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lead us by demonstrating forward thinking in the operation,
development and expansion of our business; and
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effectively manage organizational resources to derive the
greatest value possible from each dollar invested.
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12
Our executive compensation structure aims not only to compensate
top talent at levels that we believe are generally at the
50th percentile or greater of an identified peer group, but
also to be fair relative to compensation paid to other
professionals within our organization, relative to our short-
and long-term performance results and relative to the value we
deliver to our stockholders. In some instances, we may seek to
compensate at levels that we believe are at other than the
50th percentile of our identified peer group in the event
that our compensation committee believes such compensation
structure would be in our best interest to attract the
appropriate talent to meet our needs. We seek to maintain a
performance-oriented culture with a compensation approach that
rewards our executive officers when we achieve and exceed our
goals and objectives, while putting at risk an appropriate
portion of their compensation against the possibility that our
goals and objectives may not be achieved. Our compensation
committee considers both qualitative and quantitative factors as
measures of individual performance and weights these factors as
appropriate in assessing a particular individuals
performance. Overall, our approach is designed to relate the
compensation of our named executive officers to the following:
the achievement of short- and long-term goals and objectives;
their willingness to challenge and improve existing policies and
structures; and their capability to take advantage of unique
opportunities and overcome difficult challenges within our
business.
Role
of Our Compensation Committee
Our compensation committee approves, administers and interprets
our executive compensation and benefit policies, including our
1999 Stock Plan, our 2007 Equity Incentive Plan and our
compensation, incentives and benefits programs. Our compensation
committee is appointed by our board of directors, and consists
entirely of directors who are outside directors for
purposes of Section 162(m) of the Internal Revenue Code,
non-employee directors for purposes of
Rule 16b-3
under the Securities Exchange Act of 1934, as amended, and
independent directors under the listing standards of
the NASDAQ Stock Market. Our compensation committee is comprised
of Messrs. Henderson, Katz and Mohn, and is chaired by
Mr. Henderson.
Our compensation committee reviews and approves our executive
compensation and benefit program to ensure that it is consistent
with our compensation philosophy and corporate governance
guidelines. Our compensation committee also is responsible for
establishing the executive compensation packages offered to our
named executive officers.
Our compensation committee has taken the following steps to
ensure that our executive compensation and benefit program is
consistent with both our compensation philosophy and our
corporate governance guidelines:
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regularly reviewed the performance of and the total compensation
earned by or awarded to our Chief Executive Officer and
Executive Chairman independent of input from them;
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examined on an annual basis the performance of our other named
executive officers with assistance from our Chief Executive
Officer and Executive Chairman and approved compensation
packages that are believed to be consistent with or more
attractive than those generally found in the executives
marketplace;
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regularly held executive sessions of compensation committee
meetings without management present; and
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engaged outside compensation consultants to review our executive
compensation practices and provide comparison to other
opportunities in the marketplaces for our named executive
officers in connection with setting compensation for our 2010
bonus target levels and 2010 fiscal year base salaries and
equity-award levels.
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Utilization
of Outside Compensation Consultants
In July 2009, our compensation committee selected and directly
engaged the services of a new independent executive compensation
consulting firm, Compensia. The committee selected Compensia
because Compensias primary focus is on technology
companies and because of its familiarity and experience in
advising the compensation committees for the boards of directors
of technology companies. No member of the compensation committee
or any named executive officer has any affiliation with
Compensia. Compensia has
13
not performed any other work for us, and it has reported
directly to the chairman of the compensation committee.
Compensia is engaged to conduct an annual compensation study for
the compensation committee of our board of directors, including
without limitation, selection of a peer group, reporting on our
compensation as compared to our peers, and providing
recommendations to the compensation committee on adjustments to
our compensation plans and approaches to support our
compensation philosophy.
Fees of
the Compensation Committee Consultants
The aggregate fees billed by Compensia for 2010 to provide
advice or recommendations on the amount or form of executive and
director compensation did not exceed $120,000 individually or in
the aggregate. Compensia did not provide additional services to
us or our affiliates during 2010.
Approval
of Compensation Consultant Services
In 2009, our board of directors and our management sought to
engage a compensation consultant with strong experience with
technology companies at similar stages of growth as our company.
In 2009, our General Counsel screened and recommended several
firms, including Compensia, to serve as the compensation
consultant to our compensation committee. The chairman of our
compensation committee interviewed representatives from three
firms and our compensation committee determined that it would
engage Compensia. Our compensation committee directly approved
Compensia as its compensation consultant.
Review
of Compensation Policies for 2010 Fiscal Year
In the fourth quarter of 2009, as part of our ongoing commitment
to link current compensation levels to our compensation
philosophy and business strategy, our compensation committee
requested that Compensia review our direct compensation,
including base salary, total cash compensation and total direct
compensation. Also in 2009, our compensation committee requested
that Compensia review our identified peer group and recommend
appropriate improvements.
Compensia provided a report to the compensation committee in
October 2009 with observations and analyses regarding the direct
compensation of our named executive officers. The October 2009
study referenced both published compensation survey data of
comparably-sized companies and a valuation peer group determined
based on inputs from investment banks as well as management
input as to companies with whom we compete for executive talent,
with median annual revenues of up to twice our annual revenues.
All of the companies included in the peer group are providers of
digital marketing intelligence or related analytical products
and services, marketing services and solutions or survey
services. Specifically, the peer group consisted of the
following companies:
|
|
|
|
|
Internet Brands
|
|
Marchex, Inc.
|
|
Unica
|
Kenexa
|
|
Omniture, Inc.*
|
|
ValueClick
|
Liquidity Services
|
|
SuccessFactors
|
|
Web.com
|
LoopNet
|
|
TechTarget
|
|
|
|
|
The Knot
|
|
|
|
|
|
* |
|
Omniture was acquired by Adobe Systems Incorporated in October
2009 |
Our identified peer group for our 2010 compensation changed
somewhat from the group previously identified and used. Upon
consultation with the compensation committee and management, as
well as upon conducting independent research, Compensia
recommended the group identified above. The changes in
composition from 2009 were due to several factors, including the
determination by Compensia to better align our recommended peer
group with similarly-sized companies in the technology space
with similar growth characteristics as our own business. We also
eliminated certain companies from our prior peer group due to
the impact of the changing economy on identified firms as well
as certain firms existing in the market altogether.
Our compensation committee chose the 50th percentile of
this peer group for our compensation components with a view
towards what our compensation committee believed to be fair to
our named executive
14
officers and to the company as well as consistent with industry
practices in the technology sector. In making such
determination, our compensation committee considered such
factors as the stage of our companys development, the size
and characteristics of our company, based on both headcount and
operations and balance sheet characteristics, as well as the
expected future characteristics of our business relative to our
identified peer group.
Based on the inputs from Compensia and our management as well as
their own review, our compensation committee determined that our
named executive officers compensation package for our 2010
fiscal year continued to fall within the 50th percentile
range of the identified peer group for executive compensation,
and target annual incentives, total cash compensation and total
direct compensation were all in line with market medians, with
the flexibility to exceed up to the 75th percentile range
of the identified peer group. Our compensation committee further
determined that, with the exception of Dr. Abraham,
Mr. Dale and Ms. Lin, our named executive
officers base salaries for our 2010 fiscal year continued
to fall within the 50th percentile range of our identified
peer group for executive base salary.
Although Dr. Abrahams base salary was found to be
below the 50th percentile range in 2010, our compensation
committee determined that Dr. Abrahams compensation
package was heavily weighted in equity compensation. Such equity
component was found to have counterbalanced the shortfall in
base salary such that Dr. Abrahams compensation
package remained consistent with our compensation philosophy.
Moreover, the compensation committee believed that the heavier
weighting towards equity compensation would better align
Dr. Abrahams interests with the long-term interests
of the company and our stockholders.
As Chief Technology Officer, Mr. Dales compensation
fell within the 50th percentile range of our identified
peer groups for executive base salary. In August 2009,
Mr. Dale was promoted without an accompanying cash increase
at that time. Additionally, in July 2009, Ms. Lin was
promoted to executive vice president, and in December 2009,
Ms. Lin assumed the additional responsibility of overseeing
our human capital department without an accompanying cash
increase at that time. Mr. Dale and Ms. Lin did not
receive increases in cash salary in connection with their
increased responsibilities at those times, but each was awarded
additional restricted stock at such time in order to maintain a
total compensation package that was consistent with the
50th percentile for peers with their respective level of
responsibility. Moreover, in support of our cash-conservation
efforts in 2009, our compensation committee determined to
accelerate the vesting of 2,500 shares of restricted stock
previously issued to Mr. Dale and Ms. Lin in lieu of
additional cash compensation in 2009. On April 22, 2010,
based on input received from Compensia, and in consultation with
management, our compensation committee determined to adjust
Mr. Dales and Ms. Lins compensation by
providing each executive with a 9% increase to their base salary
effective May 1, 2010.
In addition, on July 22, 2010, our compensation committee
approved restoring the base salary of Mr. Tarpey to the
base salary set forth in the terms of his original offer letter
effective July 23, 2010. Mr. Tarpeys salary was
reduced in connection with our 2009 cash-conservation activities
pursuant to which a number of our senior executives and
employees had their salaries reduced temporarily in exchange for
certain grants of restricted stock.
Otherwise, because there was no change in responsibilities for
the other named executive officers, the compensation committee
determined to leave 2010 base salaries for those named executive
officers unchanged from 2009.
Our compensation committee believes that our current
compensation format and the target levels are consistent with
the targeted range of our identified peer group. In reaching
these decisions, the compensation committee considered the
importance of providing increased incentive opportunities to our
named executive officers in equity, which would help better
align the long-term incentives of those executives with the
incentives of our stockholders.
15
Components
of our Executive Compensation Program
Our executive compensation program consists of three components:
base salary, short- and long-term equity incentives (including
equity awards in the form of stock options, restricted stock
units and/or
restricted stock awards) and benefits.
Our compensation committee evaluates executive compensation and
strives to apply the mix of these components in a manner that
implements our philosophy while meeting our objectives to
attract and retain top talent using compensation that is
consistent with or more attractive than other opportunities
while also adjusting for individual relative performance and
responsibilities as well as our business goals. Our compensation
committee has no formal policy for allocating compensation among
the compensation components described above, but it does strive
to set each component at levels that are consistent with the
50th percentile range of our identified peer group.
Base
Salary
Base salary is used to recognize the experience, skills,
knowledge and responsibilities required of each named executive
officer, as well as to reflect market conditions as indicated by
reference to our peer group. As we initially considered our
named executive officers compensation for 2010, base
salary determinations were guided primarily by our objective to
provide compensation at levels to attract and retain top talent.
In establishing the 2010 base salaries of the named executive
officers, our compensation committee and management took into
account a number of factors, including the executives
seniority, position and functional role, level of responsibility
and his or her accomplishments against personal and group
objectives. In addition, we considered the market for
corresponding positions within comparable geographic areas and
industries as well as the state of our business and our cash
flows. In initially setting 2010 base salaries, the compensation
committee and management also compared their assessments to
input provided by Compensia.
The base salaries of each of our named executive officers are
reviewed on an annual basis and adjustments are made following
each fiscal year, within the context of our overall annual merit
increase structure, and at other times as appropriate, in each
case to reflect performance-based factors, marketplace
conditions and the overall performance of our business. We do
not apply specific formulas to determine increases. We
considered the following when evaluating named executive
officers salaries:
|
|
|
|
|
their achievement of specific objectives established during the
prior review;
|
|
|
|
an assessment of their professional effectiveness, consisting of
a portfolio of competencies that include leadership, commitment,
creativity and organizational accomplishment;
|
|
|
|
their knowledge, skills and abilities, focusing on capabilities,
capacity and the ability to drive results; and
|
|
|
|
external factors such as the marketplace for the named executive
officers, the state of our business and the condition of the
global economy.
|
Dr. Abraham, our Chief Executive Officer, periodically
reviewed the performance of our named executive officers in the
context of the factors noted above and recommended to the
compensation committee any base salary changes deemed
appropriate.
In late 2009, in connection with input provided by Compensia,
our compensation committee evaluated the base salaries of our
named executive officers for our 2010 fiscal year. Although all
of our named executive officers achieved various objectives and
demonstrated improvements in their personal capacities during
2009, the compensation committee continued to heavily consider
the external market factors and economic conditions in its
review of our named executive officers respective
compensation arrangements. In light of our overall financial
performance and the continued general uncertainty of the global
economic conditions at that time, as well as the competitive
conditions within our peer group and industry, our compensation
committee determined at that time to set base salaries of our
named executive officers for our 2010 fiscal year at the same
level as were set in 2009. However, in April 22, 2010,
based on additional input received from Compensia, and in
consultation with management, our compensation committee
determined to further adjust
16
Mr. Dales and Ms. Lins compensation by
providing each executive with a 9% increase to their base salary
effective May 1, 2010 to reflect increased
responsibilities. On July 22, 2010, our compensation
committee approved restoring the base salary of Mr. Tarpey
to the base salary set forth in the terms of his original offer
letter effective July 23, 2010. Otherwise, because there
was no change in responsibilities for the other named executive
officers, the compensation committee determined to leave 2010
base salaries for those named executive officers unchanged from
2009. Our compensation committee believed that such levels
remained consistent with our compensation philosophy of
providing executive base salaries at the 50th percentile
range of our peer group.
The annual base salaries for 2009 and 2010 for each named
executive officer are set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage
|
Name and Principal Position
|
|
2009(1)
|
|
2010
|
|
Change
|
|
Magid M. Abraham, Ph.D.
|
|
$
|
393,125
|
|
|
$
|
393,125
|
|
|
|
|
|
President, Chief Executive Officer
and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth J. Tarpey
|
|
|
277,500
|
|
|
|
300,000
|
(2)
|
|
|
8.1
|
%
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Gian M. Fulgoni
|
|
|
346,875
|
|
|
|
346,875
|
|
|
|
|
|
Executive Chairman of the Board of Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory T. Dale
|
|
|
254,930
|
|
|
|
277,874
|
(3)
|
|
|
9.0
|
%
|
Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Christiana L. Lin
|
|
|
231,250
|
|
|
|
252,063
|
(4)
|
|
|
9.0
|
%
|
Executive Vice President, General
Counsel and Chief Privacy Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Effective beginning May 1, 2009. |
|
(2) |
|
In July 2010, our compensation committee approved restoring the
base salary of Mr. Tarpey to the base salary set forth in
the terms of his original offer letter effective July 23,
2010. |
|
(3) |
|
In August 2009, Mr. Dale was promoted to chief operating
officer. The 2010 increase in Mr. Dales salary
reflects his increased responsibilities as compared to during
2009. |
|
(4) |
|
In July 2009, Ms. Lin was promoted to executive vice
president, and in December 2009, Ms. Lin assumed the
additional responsibility of overseeing our human capital
department. The 2010 increase in Ms. Lins salary
reflects her increased responsibilities as compared to during
2009. |
Equity-Based
Compensation
Equity-based incentives are primarily guided by our objective of
aligning named executive officers with the interests of our
stockholders. Grants of stock options, restricted stock units
and restricted stock made to executive officers are designed to
provide them with incentive to execute their responsibilities in
such a way as to generate long-term benefit to us and our
stockholders. Through possession of stock options, restricted
stock units and shares of restricted stock, our executives
participate in the long-term results of their efforts, whether
by appreciation of our companys value or the impact of
business setbacks, either company-specific or industry based.
Additionally, stock options, restricted stock units and shares
of restricted stock provide a means of ensuring the retention of
named executive officers, in that they are in almost all cases
subject to vesting over an extended period of time, often
multiple years.
Stock options, restricted stock units and shares of restricted
stock are granted periodically, and are typically subject to
vesting based on the executives continued employment.
Historically, most of these grants were designed to vest evenly
over four years, beginning on the date of the grant.
We typically use shares of restricted common stock as a form of
long-term compensation. Our compensation committee has preferred
the use of restricted stock in favor of stock options ever since
our common stock has become publicly traded because it results
in less dilution of our existing stockholders, it provides some
immediate, tangible value to our employees, and it also does not
require cash outlay by our
17
employees. At the same time, restricted stock with vesting
promotes employee retention while incentivizing our employees to
pursue long-term growth initiatives. We expect to continue to
predominantly use restricted stock awards in favor of stock
options as a form of long-term, stock-based compensation for the
foreseeable future.
Upon joining us, each executive is generally granted an initial
restricted stock award that is primarily based on competitive
conditions applicable to the executives specific position.
In addition, the compensation committee considers the number of
shares subject to equity awards owned by other executives in
comparable positions within our company when determining the
number of shares to grant to each executive, as well as the
number of shares that remain unvested. Based upon input provided
by Compensia and reviewed by our compensation committee, we
believe this strategy is consistent with the approach of our
peer group and, in our compensation committees view, is
appropriate for aligning the interests of our executives with
those of our stockholders over the long term.
Periodic awards to named executive officers are made based on an
assessment of their sustained performance over time, their
ability to effect results that drive value to our stockholders
and their level of responsibility within our organization.
Dr. Abraham, our Chief Executive Officer, periodically
reviews the performance of our other named executive officers on
this basis and recommends any equity awards to our compensation
committee. The compensation committee reviews and approves any
such recommendations as appropriate.
2010
Executive Incentive Compensation Policy
In February 2010, our compensation committee confirmed that the
combined bonus and long-term compensation policies and target
levels that we used for our 2009 Executive Long-Term
Compensation Policy remained appropriate and therefore remained
the same for our 2010 Executive Incentive Compensation Policy.
These target levels and the actual amounts paid out were as
follows for 2010:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Short-Term Performance-Based
|
|
Value of Long-Term Performance-Based
|
|
|
Stock Bonus Level for Annual
|
|
Stock Bonus Level for Annual
|
|
|
Performance at Time of Grant
|
|
Performance at Time of Grant
|
Name and Principal Position
|
|
Target
|
|
Maximum
|
|
Actual(1)
|
|
Target
|
|
Maximum
|
|
Actual(1)
|
|
Magid M. Abraham, Ph.D.
|
|
$
|
196,563
|
|
|
$
|
314,500
|
|
|
$
|
243,599
|
|
|
$
|
589,688
|
|
|
$
|
943,500
|
|
|
$
|
730,797
|
|
President, Chief Executive Officer and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth J. Tarpey
|
|
|
91,016
|
|
|
|
127,422
|
|
|
|
116,185
|
|
|
|
273,047
|
|
|
|
382,266
|
|
|
|
348,555
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gian M. Fulgoni
|
|
|
138,750
|
|
|
|
208,125
|
|
|
|
171,952
|
|
|
|
416,250
|
|
|
|
624,375
|
|
|
|
515,855
|
|
Executive Chairman of the Board of Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory T. Dale
|
|
|
54,045
|
|
|
|
81,068
|
|
|
|
44,461
|
|
|
|
162,136
|
|
|
|
243,203
|
|
|
|
133,382
|
|
Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christiana L. Lin
|
|
|
49,025
|
|
|
|
73,538
|
|
|
|
62,513
|
|
|
|
147,075
|
|
|
|
220,613
|
|
|
|
187,538
|
|
Executive Vice President, General Counsel and Chief Privacy
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The awards for the 2010 executive compensation policy were paid
in the form of restricted stock based on the value of our common
stock of $28.02 per share as reported at market close by the
NASDAQ Global Market on February 18, 2011, the date of
payment, as adjusted for rounding for fractional shares. |
These awards were paid out following the end of our 2010 fiscal
year. The short-term performance-based stock bonus awards were
fully vested upon the grant date. One-third of the shares
subject to the award of the long-term performance-based stock
bonus awards to each named executive officer shall vest annually
beginning on the first anniversary of the grant date until the
full amount of the award is vested, subject to continued
employment through each of the vesting dates.
18
Our compensation committee believes that this format and the
target levels are consistent with or more attractive than other
opportunities in those named executive officers respective
marketplaces based on their experience in the marketplace as
well as insight provided by Compensia.
Under this policy, the award levels established for the 2010
fiscal year for Dr. Abraham and Messrs. Tarpey and
Fulgoni were based on a mix of quantitative and qualitative
factors, certain of which were the satisfactory completion of
specific projects or initiatives. The quantitative milestones
varied somewhat from 2009 to reflect the expected financial
performance of the company in 2010 as compared to 2009. Our
compensation committee selected the targets and the weighting of
the targets based on their experience as well as
Compensias input. The weighting is more heavily weighted
towards profitability measures in the interest of incentivizing
Dr. Abraham and Messrs. Tarpey and Fulgoni to achieve
increased profitable growth for our business as a whole. The
2010 targets for Dr. Abraham and Messrs. Tarpey and
Fulgoni were calculated based on the following component factors:
|
|
|
|
|
|
|
Weight of
|
|
Achievement of
|
|
Target
|
|
|
Milestones for 2010 earnings before interest taxes, depreciation
and amortization, or EBITDA
|
|
|
50
|
%
|
Milestones for 2010 revenue
|
|
|
30
|
%
|
Individual qualitative factors such as client retention,
personnel retention, strategic milestones
|
|
|
20
|
%
|
The annual performance targets established for the 2010 fiscal
year for Mr. Dale and Ms. Lin were based on each
respective named executive officers actual salary earned
during 2010 and the achievement of qualitative performance
factors such as successful completion and integration of
strategic transactions, effective management of their respective
organizations, the development and release of new technology or
product offerings, successful recruiting and development of our
human resources and the successful implementation of strategic
initiatives.
May 2010
Market-Based Performance Stock Option Awards
In May 2010, following a review of market-based performance
equity awards in conjunction with Compensia, our compensation
committee approved awards of stock options that were designed to
motivate management to drive enterprise value toward a
significantly higher market capitalization over the next two
years and promote sustainability of such achievement. We refer
to these options in this proxy statement as the May 2010 Stock
Option Grants. The May 2010 Stock Option Grants were granted
effective as of May 4, 2010 with an exercise price of
$18.21 per share, to each of the named executive officers
employed as of that date, in the amounts listed below:
|
|
|
|
|
|
|
Number of Shares of
|
|
|
Common Stock
|
|
|
Subject to Stock
|
Name and Principal Position
|
|
Option
|
|
Magid M. Abraham, Ph.D.
|
|
|
848,176
|
|
President, Chief Executive Officer and Director
|
|
|
|
|
Kenneth J. Tarpey
|
|
|
50,891
|
|
Chief Financial Officer
|
|
|
|
|
Gian M. Fulgoni
|
|
|
63,613
|
|
Executive Chairman of the Board of Directors
|
|
|
|
|
Gregory T. Dale
|
|
|
46,650
|
|
Chief Operating Officer
|
|
|
|
|
Christiana L. Lin
|
|
|
33,715
|
|
Executive Vice President, General Counsel and Chief Privacy
Officer
|
|
|
|
|
Each of the May 2010 Stock Option Grants is subject to
market-based vesting, whereby 100% of the shares subject to
option is eligible to vest in the event that our common stock
closing price as reported by the NASDAQ Global Market exceeds an
average of $30 per share for a consecutive
thirty-day
period prior to
19
May 4, 2012, an event we refer to as the Trigger. Fifty
percent (50%) of the shares subject to the options will vest
upon achievement of the Trigger and the remaining fifty percent
(50%) of the shares subject to the options will vest on the one
year anniversary of the achievement of the Trigger, subject to
the named executive officers continued status as a service
provider to us through such dates. The thirty (30)-day price
average and bifurcated vesting provisions are intended to
promote sustainability of significantly higher market
capitalization.
Our compensation committee, with advice from our senior
management and input from Compensia, devised the May 2010 Stock
Option Grants with a goal of promoting aggressive growth of our
business. These awards were designed to incentivize our named
executive officers to nearly double the value of our business
within the two year period in which the May 2010 Stock Option
Grants are eligible to vest. Furthermore, the Trigger is
designed to promote sustainable growth. Our compensation
committee and our management concluded this was an aggressive
growth strategy that could be achieved with significant effort
from our named executive officers, particular from our chief
executive officer. Accordingly, the preponderance of the May
2010 Stock Option Grants were awarded to Dr. Abraham in
recognition of his unique abilities and with a view towards his
leadership in achieving the financial results necessary to
achieve the target market capitalization.
In the event of (a) an indictment, plea of nolo contendere
or conviction, of any felony or of any crime involving
dishonesty by a named executive officer; (b) a material
breach by a named executive officer of his or her duties or of a
company policy, including repeated unsatisfactory performance of
job duties as determined by our compensation committee or our
board of directors; or (c) a commission of any act of
dishonesty, embezzlement, theft, fraud or misconduct by a named
executive officer with respect to us, any of which in the good
faith and reasonable determination of our compensation committee
or our board of directors is materially detrimental to us, our
business or our reputation, our compensation committee has the
right to deny vesting of the option for such named executive
officer and cause the option to immediately terminate for no
consideration to the individual.
In addition to the market-based vesting conditions, the options
may vest in part or entirely upon a change of control, as more
fully described under the subsequent heading Severance and
Change of Control Arrangements.
Benefits
and Perquisites
We provide the following benefits to our named executive
officers on the same basis as the benefits provided to all our
employees:
|
|
|
|
|
health and dental insurance;
|
|
|
|
life insurance;
|
|
|
|
short-and long-term disability; and
|
|
|
|
401(k) plan.
|
These benefits are consistent with those offered by other
companies and specifically with those companies with which we
compete for employees.
In general, we do not view perquisites as a significant
component of our executive compensation structure. However, the
compensation committee has the authority to approve perquisites,
primarily for retention purposes or to accommodate specific, and
usually temporary, circumstances of executives who do not reside
near their work locations.
Severance
and Change of Control Arrangements
Our named executive officers are parties to various agreements
that provide certain benefits to those named executive officers
in the event of their termination or a change of control of
comScore under certain circumstances or both.
20
We believe the following arrangements are useful retention tools
that are particularly necessary in an industry, such as ours,
where there is frequent market consolidation. We recognize that
it is possible that we may be subject to a change of control,
and that this possibility could result in a sudden departure or
distraction of our key executives to the detriment of our
business. We believe that the following arrangements help to
maintain the continued focus and dedication of our executives to
their assigned duties to maximize stockholder value without the
distraction that could result from the uncertainty of a change
of control.
Change of
Control and Severance Agreements
In July 2010, our compensation committee, following consultation
with our outside compensation consultant, Compensia, approved
Change of Control and Severance Agreements for certain members
of the our management, including for each of our current named
executive officers.
Each of these Change of Control and Severance Agreements has a
three-year initial term with automatic one-year renewals
thereafter, and an automatic
12-month
extension following the date of a change of control. Each
agreement provides that if, prior to a change of control, we
terminate such executives employment without cause, or
such executive resigns from such employment for good reason,
then subject to certain covenants such executive would be
entitled to the following severance benefits:
|
|
|
|
|
payment of all accrued but unpaid vacation, expense
reimbursements, wages and other benefits due under our plans,
policies and arrangements;
|
|
|
|
continuing payments at a rate equal to such executives
annual base salary then in effect, for the duration of a
specified severance period (as identified in the table below for
each such executive), to be paid periodically in accordance with
our normal payroll policies; and
|
|
|
|
reimbursement of COBRA premiums (or an equivalent cash
distribution if the executives severance period exceeds
the permitted COBRA participation period) until the earlier of
the expiration of the specified severance period or the date
that each such executive becomes covered under a similar plan.
|
The table below identifies the severance period specified in the
Change of Control and Severance Agreements for each such named
executive officer:
|
|
|
Name and Principal Position
|
|
Severance Period
|
|
Magid M. Abraham, Ph.D.
President, Chief Executive Officer and Director
|
|
2 years
|
Kenneth J. Tarpey
Chief Financial Officer
|
|
6 months for first two years as chief
financial officer; thereafter 1.25 years
|
Gian M. Fulgoni
Executive Chairman of the Board of Directors
|
|
1.5 years
|
Gregory T. Dale
Chief Operating Officer
|
|
1 year
|
Christiana L. Lin
Executive Vice President, General Counsel and Chief Privacy
Officer
|
|
1 year
|
Each of the Change of Control and Severance Agreements also
provides that if, on or within 12 months after a change of
control, such executives employment is terminated without
cause, or any such executive resigns for good reason, then
subject to certain covenants each such executive would be
entitled to the following severance benefits:
|
|
|
|
|
payment of all accrued but unpaid vacation, expense
reimbursements, wages and other benefits due under our plans,
policies and arrangements;
|
|
|
|
a lump sum payment (less applicable withholding taxes) equal to
a specified change of control multiple (as identified in the
following chart for each such executive) multiplied by such
executives annual base salary in effect immediately prior
to such executives termination date or, if greater, at the
level in effect immediately prior to the change of
control; and
|
21
|
|
|
|
|
reimbursement of COBRA premiums (or an equivalent cash
distribution if the executives severance period exceeds
the permitted COBRA participation period) until the earlier of
the expiration of a specified severance period (as identified in
the table above for each such executive) or the date that such
executive becomes covered under a similar plan.
|
The table below identifies the change of control multiple
specified in the agreements for each such named executive
officer:
|
|
|
|
|
|
|
Change of Control
|
Name and Principal Position
|
|
Multiple
|
|
Magid M. Abraham, Ph.D.
|
|
|
2
|
x
|
President, Chief Executive Officer and Director
|
|
|
|
|
Kenneth J. Tarpey
|
|
|
1.25
|
x
|
Chief Financial Officer
|
|
|
|
|
Gian M. Fulgoni
|
|
|
1.5
|
x
|
Executive Chairman of the Board of Directors
|
|
|
|
|
Gregory T. Dale
|
|
|
1
|
x
|
Chief Operating Officer
|
|
|
|
|
Christiana L. Lin
|
|
|
1
|
x
|
Executive Vice President, General Counsel and Chief Privacy
Officer
|
|
|
|
|
Each of the agreements with Messrs. Tarpey and Dale and
Ms. Lin provides that if each such executive remains
employed by or continues to provide services to us through the
one-year anniversary of a change of control, one hundred percent
(100%) of such executives then outstanding and unvested
equity awards (excluding the May 2010 Stock Option Grants, which
include their own separate acceleration provisions) as of the
date of the change of control shall accelerate and become vested
in full. The agreements for Dr. Abraham and
Mr. Fulgoni provide for accelerated vesting of one hundred
percent (100%) of their then outstanding and unvested equity
awards (excluding the May 2010 Stock Option Grants, which
include their own separate acceleration provisions) upon a
change of control. Such single-trigger acceleration is
consistent with existing equity awards held by Dr. Abraham
and Mr. Fulgoni.
These Change of Control and Severance Agreements supersede any
existing severance or change of control provisions included in
our named executive officers respective employment
agreements or letter agreements.
In the event that the benefits under an Agreement would
(i) constitute parachute payments within the
meaning of Section 280G of the Internal Revenue Code (the
Code) or (ii) would be subject the excise tax
imposed by Section 4999 of the Code, each such executive
would receive such payment as would entitle such executive to
receive the greatest after-tax benefit.
The effects of these arrangements are described under
Executive Compensation Potential Payments upon
Termination or
Change-in-Control.
We believe that these arrangements will help our executive
officers maintain continued focus and dedication to their
responsibilities to help maximize stockholder value if there is
a potential transaction that could involve a change of control.
We also believe these arrangements are competitive with
arrangements offered to senior executives at companies with whom
we compete for executive talent and are necessary to the
achievement of our business objective of management retention.
May 2010
Stock Option Grants
In addition, the May 2010 Stock Option Grants to each of
Dr. Abraham, Messrs. Tarpey, Fulgoni and Dale and
Ms. Lin may vest in part or entirely upon a change of
control, which for purposes of the options vesting will be
generally defined as an acquisition of at least fifty percent
(50%) of the voting control of our company, a sale or merger of
our company, or the sale of substantially all the assets of
comScore. Upon such a change of control, if our common stock
closing price as reported by the NASDAQ Global Market exceeds an
average of $24.10 per share for the
thirty-day
period immediately preceding the change of control, fifty
percent (50%) of the shares subject to option will vest upon the
consummation of the change of control. The
22
percentage of the total shares subject to option that vest upon
a change of control increases linearly from fifty percent (50%)
at $24.10 per share to one hundred percent (100%) at thirty
dollars ($30) per share based on the thirty (30)-day average of
our common stock closing price as reported by the NASDAQ Global
Market immediately preceding the change of control.
Evolution
of our Compensation Approach
Our compensation approach is necessarily tied to our stage of
development as a company. Accordingly, the specific direction,
emphasis and components of our executive compensation program
will continue to evolve as our company and its underlying
business strategy continue to grow and develop. For example, we
have reduced our executive compensation programs emphasis
on stock options as a long-term incentive component in favor of
other forms of equity compensation such as restricted stock
awards. Similarly, we continue to revise how we measure senior
executive performance to take into account the unique
requirements of being a public company, including, but not
limited to, strict compliance with the standards of the Sarbanes
Oxley Act. In addition, we have engaged an outside compensation
consultant since mid-2007 to assist our compensation committee
in continuing to evolve our executive compensation program, and
we may look to programs implemented by comparable public
companies in refining our compensation approach.
Compensation
Committee Report
The compensation committee has reviewed and discussed the
Compensation Discussion and Analysis contained in this proxy
statement with company management. Based on the compensation
committees review of, and the discussions with management
with respect to, the Compensation Discussion and Analysis, the
compensation committee recommended to the board of directors
that the Compensation Discussion and Analysis be included in
this proxy statement for filing with the Securities and Exchange
Commission.
COMPENSATION COMMITTEE
William J. Henderson, Chairman
William Katz
Jarl Mohn
The foregoing compensation committee report shall not be
deemed incorporated by reference into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934,
and shall not otherwise be deemed filed under these acts, except
to the extent we specifically incorporate by reference into such
filings.
23
Summary
Compensation Table
The following table sets forth summary information concerning
compensation for the following persons: (i) all persons
serving as our chief executive officer during 2010,
(ii) all persons serving as our chief financial officer
during 2010 and (iii) the three most highly compensated of
our other executive officers who received compensation during
2010 of at least $100,000 and who were executive officers on
December 31, 2010. We refer to these persons as our
named executive officers elsewhere in this proxy
statement. The following table includes all compensation earned
by the named executive officers for the respective periods,
regardless of whether such amounts were actually paid during the
period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Incentive Plan
|
|
All Other
|
|
|
Name and Principal
|
|
|
|
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Compensation
|
|
Total
|
Position
|
|
Year
|
|
Salary($)
|
|
($)(1)
|
|
($)(1)
|
|
($)(1)
|
|
($)
|
|
($)
|
|
($)
|
|
Magid M. Abraham, Ph.D.
|
|
|
2010
|
|
|
$
|
393,125
|
|
|
|
|
|
|
$
|
5,195,078
|
(2)
|
|
$
|
974,396
|
(3)
|
|
|
|
|
|
$
|
1,633
|
(4)
|
|
$
|
6,564,232
|
|
President, Chief
|
|
|
2009
|
|
|
|
403,750
|
|
|
$
|
653,849
|
(5)
|
|
|
|
|
|
|
807,469
|
(6)
|
|
|
|
|
|
|
61
|
(7)
|
|
|
1,865,129
|
|
Executive Officer and Director
|
|
|
2008
|
|
|
|
408,333
|
|
|
|
850,000
|
(8)
|
|
|
|
|
|
|
|
|
|
$
|
183,751
|
(9)
|
|
|
3,290
|
(4)
|
|
|
1,445,374
|
|
Kenneth J. Tarpey
|
|
|
2010
|
|
|
|
291,250
|
|
|
|
|
|
|
|
311,707
|
(2)
|
|
|
464,740
|
(3)
|
|
|
|
|
|
|
2,135
|
(4)
|
|
|
1,069,832
|
|
Chief Financial Officer
|
|
|
2009
|
|
|
|
200,384
|
|
|
|
1,165,895
|
(5)(10)
|
|
|
|
|
|
|
250,426
|
(6)
|
|
|
|
|
|
|
61
|
(7)
|
|
|
1,616,766
|
|
Gian M. Fulgoni
|
|
|
2010
|
|
|
|
346,875
|
|
|
|
|
|
|
|
389,630
|
(2)
|
|
|
687,807
|
(3)
|
|
|
|
|
|
|
61
|
(7)
|
|
|
1,704,573
|
|
Executive Chairman of the
|
|
|
2009
|
|
|
|
356,250
|
|
|
|
452,686
|
(5)
|
|
|
|
|
|
|
569,967
|
(6)
|
|
|
|
|
|
|
61
|
(7)
|
|
|
1,378,964
|
|
Board of Directors
|
|
|
2008
|
|
|
|
362,500
|
|
|
|
562,492
|
(8)
|
|
|
|
|
|
|
|
|
|
|
168,126
|
(9)
|
|
|
4,162
|
(4)
|
|
|
1,097,280
|
|
Gregory T. Dale
|
|
|
2010
|
|
|
|
270,226
|
|
|
|
|
|
|
|
285,731
|
(2)
|
|
|
177,843
|
(3)
|
|
|
|
|
|
|
1,871
|
(4)
|
|
|
735,671
|
|
Chief Operating Officer
|
|
|
2009
|
|
|
|
261,820
|
|
|
|
619,236
|
(5)(11)
|
|
|
|
|
|
|
184,285
|
(6)
|
|
|
|
|
|
|
61
|
(7)
|
|
|
1,065,402
|
|
|
|
|
2008
|
|
|
|
272,999
|
|
|
|
200,008
|
(8)
|
|
|
|
|
|
|
|
|
|
|
51,401
|
(9)
|
|
|
3,161
|
(4)
|
|
|
527,569
|
|
Christiana L. Lin
|
|
|
2010
|
|
|
|
245,125
|
|
|
|
30,340
|
(12)
|
|
|
206,505
|
(2)
|
|
|
250,050
|
(3)
|
|
|
|
|
|
|
1,199
|
(4)
|
|
|
733,219
|
|
Executive Vice President,
|
|
|
2009
|
|
|
|
237,500
|
|
|
|
331,608
|
(5)(13)
|
|
|
|
|
|
|
180,462
|
(6)
|
|
|
|
|
|
|
61
|
(7)
|
|
|
749,631
|
|
General Counsel and
|
|
|
2008
|
|
|
|
241,667
|
|
|
|
200,008
|
(8)
|
|
|
|
|
|
|
|
|
|
|
49,078
|
(9)
|
|
|
3,161
|
(4)
|
|
|
493,914
|
|
Chief Privacy Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts represent the aggregate grant date fair value of awards
or equity plan compensation computed in accordance with
Compensation-Stock Compensation (FASB ASC Topic 718).
Assumptions used in the calculation of these amounts are
described in Note 10 to the consolidated financial
statements included in Item 8 of our Annual Report on
Form 10-K
for the year ended December 31, 2010. |
|
(2) |
|
Represents a one-time award of stock options in May 2010 to key
senior employees, including named executive officers. Each award
is entirely subject to market-based vesting, whereby 100% of the
shares subject to option are eligible to vest in the event that
our common stock closing price as reported by the NASDAQ Global
Market exceeds an average of $30 per share for a consecutive
thirty-day
period prior to May 4, 2012. For further discussion of
these awards, see the section titled Compensation
Discussion and Analysis Components of our Executive
Compensation Program Short- and Long-Term
Equity-Based Compensation May 2010 Market-Based
Performance Stock Option Awards. |
|
(3) |
|
Represents awards of restricted stock according to certain
target levels for each named executive officer pursuant to the
provisions of our 2010 Executive Long-Term Compensation Policy.
Awards under such policy relating to 2010 performance were paid
in February 2011 following approval by our compensation
committee. |
|
(4) |
|
Includes discretionary matching contributions by us to the
officers 401(k) plan account and payment of life insurance
premiums paid on behalf of the named executive officers. |
|
(5) |
|
Includes (i) a one-time award of restricted stock issued to
key senior employees, including named executive officers, to
promote retention given expected challenges during 2009 and
(ii) a one-time May 1, 2009 award of restricted stock
in connection with our April 2009 reduction in salaries. |
|
(6) |
|
In February 2009, our compensation committee determined to
consolidate our annual bonus policy for our 2009 fiscal year
with our long-term incentive compensation policy. Accordingly,
our named executive officers were awarded restricted stock
according to certain target levels based on each named executive
officers respective base salary levels. There was no cash
component of these equity incentive awards paid to our named
executive officers. Awards under such policy relating to 2009
performance were paid in February 2010 following approval by our
compensation committee. |
24
|
|
|
(7) |
|
Includes payment of life insurance premiums paid on behalf of
the named executive officer. |
|
(8) |
|
In December 2007 our compensation committee approved guidelines
for restricted stock awards to be granted in the first quarter
of 2008 based on each executives respective 2008 base
salary as well as the number of shares held by each named
executive officers that remain unvested as part of our long-term
compensation policy. On February 18, 2008, our compensation
committee approved specific restricted common stock awards for
our executives using the targets established in December 2007,
as well as factors such as the number of unvested shares
remaining from option grants previously awarded to the executive
and the amount of restricted common stock awarded to an
executive that remains subject to a right of repurchase. |
|
(9) |
|
Amounts represent compensation paid in a combination of cash and
stock-based compensation to our named executive officers
pursuant to our executive compensation bonus policy for 2008.
Payments under such policy were paid in February 2009 following
approval by our compensation committee. Equity awards included
in such amounts are included based on the aggregate grant date
fair value of equity compensation computed in accordance with
FASB ASC Topic 718. Assumptions used in the calculation of these
amounts are described in Note 10 to the consolidated
financial statements included in our Annual Report on
Form 10-K
for the year ended December 31, 2010. |
|
(10) |
|
Includes an award of 85,000 shares of restricted stock with
a grant date fair value computed in accordance with FASB ASC
Topic 718 of approximately $1,150,900 granted on April 20,
2009, the start date of Mr. Tarpeys employment as our
Chief Financial Officer. |
|
(11) |
|
Mr. Dale was promoted to Chief Operating Officer within the
company on September 14, 2009. In connection with such
promotion, Mr. Dale was awarded an additional
30,000 shares of restricted stock on November 15, 2009
with a grant date fair value computed in accordance with FASB
ASC Topic 718 of approximately $482,400, which amount is
included in the referenced item. |
|
(12) |
|
Includes a one-time award of restricted stock issued to key
senior employees to promote retention. |
|
(13) |
|
Ms. Lin was promoted to Executive Vice President within the
company on September 14, 2009. In connection with such
promotion, Ms. Lin was awarded an additional
15,000 shares of restricted stock on August 15, 2009
with a grant date fair value computed in accordance with FASB
ASC Topic 718 of approximately $210,150, which amount is
included in the referenced item. |
25
Grants of
Plan-Based Awards
The following table sets forth certain information concerning
grants of plan-based awards to named executive officers in 2010.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
Estimated Future Payouts Under Equity
|
|
|
Number of
|
|
|
Number of
|
|
|
Exercise or
|
|
|
Fair Value of
|
|
|
|
|
|
|
Incentive Plan Awards(1)
|
|
|
Shares of
|
|
|
Shares of
|
|
|
Base Price of
|
|
|
Stock and
|
|
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Stock
|
|
|
Stock
|
|
|
Option Awards
|
|
|
Option Awards
|
|
Name
|
|
Date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
(2)
|
|
|
Magid M. Abraham, Ph.D.
|
|
|
|
|
|
|
|
|
|
$
|
786,250
|
|
|
$
|
1,258,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/18/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,228
|
(3)
|
|
|
|
|
|
|
|
|
|
$
|
807,469
|
|
|
|
|
5/4/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
848,176
|
(4)
|
|
$
|
18.21
|
|
|
|
5,195,078
|
|
Kenneth J. Tarpey
|
|
|
|
|
|
|
|
|
|
|
375,000
|
|
|
|
720,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/18/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,508
|
(3)
|
|
|
|
|
|
|
|
|
|
|
250,426
|
|
|
|
|
5/4/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,891
|
(4)
|
|
$
|
18.21
|
|
|
|
311,707
|
|
Gian M. Fulgoni
|
|
|
|
|
|
|
|
|
|
|
555,000
|
|
|
|
832,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/18/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,572
|
(3)
|
|
|
|
|
|
|
|
|
|
|
569,967
|
|
|
|
|
5/4/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,613
|
(4)
|
|
$
|
18.21
|
|
|
|
389,630
|
|
Gregory T. Dale
|
|
|
|
|
|
|
|
|
|
|
203,944
|
|
|
|
382,395
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/18/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,148
|
(3)
|
|
|
|
|
|
|
|
|
|
|
184,285
|
|
|
|
|
5/4/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,650
|
(4)
|
|
$
|
18.21
|
|
|
|
285,731
|
|
Christiana L. Lin
|
|
|
|
|
|
|
|
|
|
|
185,000
|
|
|
|
346,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/18/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
(5)
|
|
|
|
|
|
|
|
|
|
|
30,340
|
|
|
|
|
2/18/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,896
|
(3)
|
|
|
|
|
|
|
|
|
|
|
180,462
|
|
|
|
|
5/4/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,715
|
(4)
|
|
$
|
18.21
|
|
|
|
206,505
|
|
|
|
|
(1) |
|
The target incentive amounts shown in this column reflect the
value of incentive compensation available to our named executive
officers pursuant to our 2010 executive long-term compensation
policy. The amounts representing the target awards were
pre-established as a percentage of salary. The maximum is the
greatest payout which can be made if the pre-established maximum
performance level is met or exceeded. The policy also provides
that the entire bonus amount shall be paid in shares of
restricted stock valued at the time of grant. Actual payouts
under our 2010 executive long-term compensation policy were
approved on February 18, 2010 and are reflected in the
Equity Incentive Plan Compensation column of the Summary
Compensation Table above for 2010 in each case for each named
executive officer. |
|
(2) |
|
Amounts represent fair value of awards granted in the fiscal
year as calculated in accordance with FASB ASC Topic 718
and as further described in Note 10 of the Notes to our
Consolidated Financial Statements included in our Annual Report
on
Form 10-K
for the fiscal year ended December 31, 2010. |
|
(3) |
|
The referenced grant was issued as part of our 2009 executive
long-term compensation policy earned for the 2009 fiscal year
but issued in 2010. This award is reflected in the Non-Equity
Incentive Plan Compensation column of the preceding Summary
Compensation Table for 2009 for each respective named executive
officer. |
|
(4) |
|
The referenced grant is one of the May 2010 Stock Option Grants
and is further described in the section titled
Compensation Discussion and Analysis
Components of our Executive Compensation Program
Short- and Long-Term Equity-Based Compensation May
2010 Market-Based Performance Stock Option Awards. This
award is reflected in the Option Awards column of the preceding
Summary Compensation Table above for 2010 for each respective
named executive officer. |
|
(5) |
|
The referenced grant was a one-time award of restricted stock
issued to key senior employees to promote retention and is
reflected in the Stock Awards column of the preceding Summary
Compensation Table for 2010 for Ms. Lin. |
26
Outstanding
Equity Awards at Fiscal Year End
The following table shows outstanding equity awards held by the
named executive officers as of December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market Value of
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
|
|
Number of Shares of
|
|
|
Shares of Stock
|
|
|
|
Underlying Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
Stock That
|
|
|
That Have Not
|
|
|
|
Options (#)
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Have Not Vested
|
|
|
Vested
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Price($)
|
|
|
Date
|
|
|
(#)
|
|
|
($)(1)
|
|
|
Magid M. Abraham, Ph.D.
|
|
|
200,000
|
|
|
|
|
|
|
$
|
0.25
|
|
|
|
12/15/2013
|
|
|
|
25,000
|
(2)
|
|
$
|
558,500
|
|
|
|
|
|
|
|
|
848,176
|
(3)
|
|
|
18.21
|
|
|
|
5/4/2012
|
|
|
|
18,797
|
(4)
|
|
|
419,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,103
|
(5)
|
|
|
1,208,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,921
|
(6)
|
|
|
891,835
|
|
Kenneth J. Tarpey
|
|
|
|
|
|
|
50,891
|
(3)
|
|
|
18.21
|
|
|
|
5/4/2012
|
|
|
|
63,750
|
(7)
|
|
|
1,424,175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,381
|
(8)
|
|
|
276,592
|
|
Gian M. Fulgoni
|
|
|
217,891
|
|
|
|
|
|
|
|
0.25
|
|
|
|
12/15/2013
|
|
|
|
18,750
|
(9)
|
|
|
418,875
|
|
|
|
|
|
|
|
|
63,613
|
(3)
|
|
|
18.21
|
|
|
|
5/4/2012
|
|
|
|
12,439
|
(10)
|
|
|
277,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,023
|
(11)
|
|
|
804,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,179
|
(12)
|
|
|
629,519
|
|
Gregory T. Dale
|
|
|
22,925
|
|
|
|
|
|
|
|
0.25
|
|
|
|
4/27/2014
|
|
|
|
4,500
|
(13)
|
|
|
100,530
|
|
|
|
|
14,400
|
|
|
|
|
|
|
|
2.45
|
|
|
|
2/1/2015
|
|
|
|
4,423
|
(14)
|
|
|
98,810
|
|
|
|
|
9,000
|
|
|
|
|
|
|
|
4.50
|
|
|
|
12/27/2015
|
|
|
|
9,762
|
(15)
|
|
|
218,083
|
|
|
|
|
|
|
|
|
46,650
|
(3)
|
|
|
18.21
|
|
|
|
5/4/2012
|
|
|
|
19,500
|
(16)
|
|
|
435,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,111
|
(17)
|
|
|
203,540
|
|
Christiana L. Lin
|
|
|
2,661
|
|
|
|
|
|
|
|
0.25
|
|
|
|
2/17/2014
|
|
|
|
4,750
|
(18)
|
|
|
106,115
|
|
|
|
|
10,000
|
|
|
|
|
|
|
|
4.50
|
|
|
|
12/27/2015
|
|
|
|
4,423
|
(19)
|
|
|
98,810
|
|
|
|
|
208
|
|
|
|
|
|
|
|
0.25
|
|
|
|
4/24/2014
|
|
|
|
9,666
|
(20)
|
|
|
215,938
|
|
|
|
|
|
|
|
|
33,715
|
(3)
|
|
|
18.21
|
|
|
|
5/4/2012
|
|
|
|
4,500
|
(21)
|
|
|
100,530
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
(22)
|
|
|
44,680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,922
|
(23)
|
|
|
199,318
|
|
|
|
|
(1) |
|
Market value of shares of stock that have not vested is computed
based on $22.34 per share, which was the closing price of our
common stock as reported on the NASDAQ Global Market on
December 31, 2010. |
|
(2) |
|
comScores right of repurchase lapses for
25,000 shares annually on March 25, contingent upon
Dr. Abrahams continued service as of each such dates. |
|
(3) |
|
Options are subject to market-based vesting, as further
described in the section titled Compensation Discussion
and Analysis Components of our Executive
Compensation Program Short- and Long-Term
Equity-Based Compensation May 2010 Market-Based
Performance Stock Option Awards. |
|
(4) |
|
comScores right of repurchase lapses for 9,398 shares
annually on February 18, contingent upon
Dr. Abrahams continued service as of each such dates. |
|
(5) |
|
comScores right of repurchase lapses for
18,034 shares annually on February 18, contingent upon
Dr. Abrahams continued service as of each such dates. |
|
(6) |
|
comScores right of repurchase lapses for
13,307 shares annually on February 18, contingent upon
Dr. Abrahams continued service as of each such dates. |
|
(7) |
|
comScores right of repurchase lapses for
21,250 shares annually on April 20, contingent upon
Mr. Tarpeys continued service as of each such dates. |
|
(8) |
|
comScores right of repurchase lapses for 4,127 shares
annually on February 18, contingent upon
Mr. Tarpeys continued service as of each such dates. |
|
(9) |
|
comScores right of repurchase lapses for
18,750 shares annually on March 25, contingent upon
Mr. Fulgonis continued service as of each such dates. |
|
(10) |
|
comScores right of repurchase lapses for 6,220 shares
annually on February 18, contingent upon
Mr. Fulgonis continued service as of each such dates. |
27
|
|
|
(11) |
|
comScores right of repurchase lapses for
12,007 shares annually on February 18, contingent upon
Mr. Fulgonis continued service as of each such dates. |
|
(12) |
|
comScores right of repurchase lapses for 9,363 shares
annually on February 18, contingent upon
Mr. Fulgonis continued service as of each such dates. |
|
(13) |
|
comScores right of repurchase lapses for 4,500 shares
annually on March 25, contingent upon Mr. Dales
continued service as of each such dates. |
|
(14) |
|
comScores right of repurchase lapses for 2,212 shares
annually on February 18, contingent upon
Mr. Dales continued service as of each such dates. |
|
(15) |
|
comScores right of repurchase lapses for 3,254 shares
annually on February 18, contingent upon
Mr. Dales continued service as of each such dates. |
|
(16) |
|
comScores right of repurchase lapses for 7,500 shares
annually on August 15, contingent upon Mr. Dales
continued service as of each such dates. |
|
(17) |
|
comScores right of repurchase lapses for 3,037 shares
annually on February 18, contingent upon
Mr. Dales continued service as of each such dates. |
|
(18) |
|
comScores right of repurchase lapses for 4,750 shares
annually on March 25, contingent upon Ms. Lins
continued service as of each such dates. |
|
(19) |
|
comScores right of repurchase lapses for 2,212 shares
annually on February 18, contingent upon
Ms. Lins continued service as of each such dates. |
|
(20) |
|
comScores right of repurchase lapses for 3,222 shares
annually on February 18, contingent upon
Ms. Lins continued service as of each such dates. |
|
(21) |
|
comScores right of repurchase lapses for 3,750 shares
annually on August 15, contingent upon Ms. Lins
continued service as of each such dates. |
|
(22) |
|
comScores right of repurchase lapses for 500 shares
annually on February 18, contingent upon
Ms. Lins continued service as of each such dates. |
|
(23) |
|
comScores right of repurchase lapses for 2,974 shares
annually on February 18, contingent upon
Ms. Lins continued service as of each such dates. |
28
Option
Exercises and Stock Vested Table
The following table shows the stock options exercised and value
realized upon exercise, as well as all stock awards vested and
value realized upon vesting by our named executive officers
during the year ended December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
|
Value
|
|
|
Number of
|
|
|
|
|
|
|
Shares
|
|
|
Realized on
|
|
|
Shares
|
|
|
Value
|
|
|
|
Acquired on
|
|
|
Exercise
|
|
|
Acquired on
|
|
|
Realized on
|
|
Name
|
|
Exercise (#)
|
|
|
($)(1)
|
|
|
Vesting (#)
|
|
|
Vesting ($)
|
|
|
Magid M. Abraham, Ph.D.
|
|
|
41,099
|
|
|
$
|
897,191
|
|
|
|
25,000
|
|
|
$
|
383,750
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
9,399
|
|
|
|
142,583
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
18,034
|
|
|
|
273,575
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
13,307
|
|
|
|
201,867
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
5,902
|
|
|
|
89,533
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
683
|
|
|
|
12,396
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
1,025
|
|
|
|
20,305
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
1,026
|
|
|
|
21,844
|
(6)
|
Kenneth J. Tarpey
|
|
|
|
|
|
|
|
|
|
|
21,250
|
|
|
$
|
352,750
|
(7)
|
|
|
|
|
|
|
|
|
|
|
|
321
|
|
|
|
5,826
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
482
|
|
|
|
9,548
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
483
|
|
|
|
10,283
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
4,127
|
|
|
|
62,607
|
(3)
|
Gian M. Fulgoni
|
|
|
5,454
|
|
|
|
118,952
|
|
|
|
18,750
|
|
|
|
287,813
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
6,220
|
|
|
|
94,357
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
12,007
|
|
|
|
182,146
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
5,240
|
|
|
|
79,491
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
603
|
|
|
|
10,944
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
904
|
|
|
|
17,908
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
905
|
|
|
|
19,267
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
9,363
|
|
|
|
142,492
|
(6)
|
Gregory T. Dale
|
|
|
2,000
|
|
|
|
42,246
|
|
|
|
4,500
|
|
|
|
69,075
|
(2)
|
|
|
|
75
|
|
|
|
1,598
|
|
|
|
2,212
|
|
|
|
33,556
|
(3)
|
|
|
|
2,000
|
|
|
|
44,666
|
|
|
|
3,254
|
|
|
|
49,363
|
(3)
|
|
|
|
2,700
|
|
|
|
52,032
|
|
|
|
1,559
|
|
|
|
23,650
|
(3)
|
|
|
|
2,700
|
|
|
|
49,965
|
|
|
|
443
|
|
|
|
8,040
|
(4)
|
|
|
|
2,400
|
|
|
|
44,431
|
|
|
|
665
|
|
|
|
13,174
|
(5)
|
|
|
|
300
|
|
|
|
5,550
|
|
|
|
665
|
|
|
|
14,158
|
(6)
|
|
|
|
2,700
|
|
|
|
50,675
|
|
|
|
3,000
|
|
|
|
45,510
|
(3)
|
|
|
|
2,700
|
|
|
|
61,344
|
|
|
|
7,500
|
|
|
|
135,150
|
(8)
|
|
|
|
2,700
|
|
|
|
51,647
|
|
|
|
3,037
|
|
|
|
46,071
|
(3)
|
|
|
|
1,925
|
|
|
|
41,480
|
|
|
|
|
|
|
|
|
|
|
|
|
2,700
|
|
|
|
59,450
|
|
|
|
|
|
|
|
|
|
|
|
|
2,700
|
|
|
|
53,117
|
|
|
|
|
|
|
|
|
|
|
|
|
2,700
|
|
|
|
60,588
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
46,307
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
43,001
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
42,937
|
|
|
|
|
|
|
|
|
|
|
|
|
775
|
|
|
|
16,700
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
41,118
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
41,418
|
|
|
|
|
|
|
|
|
|
|
|
|
1,925
|
|
|
|
41,024
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
44,820
|
|
|
|
|
|
|
|
|
|
Christiana L. Lin
|
|
|
|
|
|
|
|
|
|
|
4,750
|
|
|
|
72,913
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
2,212
|
|
|
|
33,556
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
3,221
|
|
|
|
48,863
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
1,380
|
|
|
|
20,935
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
402
|
|
|
|
7,296
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
603
|
|
|
|
11,945
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
603
|
|
|
|
12,838
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
|
45,510
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
3,750
|
|
|
|
67,575
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
2,974
|
|
|
|
45,116
|
(3)
|
29
|
|
|
(1) |
|
The value realized on exercise is calculated as the difference
between the actual sales price of the shares underlying the
options exercised and the applicable exercise price of those
options. |
|
(2) |
|
The value realized on vesting is calculated by multiplying the
number of shares vesting and by the market value of the
underlying shares on the vesting date, which was $15.35 per
share at market close as listed by the NASDAQ Global Market on
March 25, 2010. |
|
(3) |
|
The value realized on vesting is calculated by multiplying the
number of shares vesting and by the market value of the
underlying shares on the vesting date, which was $15.17 per
share at market close as listed by the NASDAQ Global Market on
February 18, 2010. |
|
(4) |
|
The value realized on vesting is calculated by multiplying the
number of shares vesting and by the market value of the
underlying shares on the vesting date, which was $18.15 per
share at market close as listed by the NASDAQ Global Market on
April 30, 2010. |
|
(5) |
|
The value realized on vesting is calculated by multiplying the
number of shares vesting and by the market value of the
underlying shares on the vesting date, which was $19.81 per
share at market close as listed by the NASDAQ Global Market on
July 30, 2010. |
|
(6) |
|
The value realized on vesting is calculated by multiplying the
number of shares vesting and by the market value of the
underlying shares on the vesting date, which was $21.29 per
share at market close as listed by the NASDAQ Global Market on
November 15, 2010. |
|
(7) |
|
The value realized on vesting is calculated by multiplying the
number of shares vesting and by the market value of the
underlying shares on the vesting date, which was $16.60 per
share at market close as listed by the NASDAQ Global Market on
April 20, 2010. |
|
(8) |
|
The value realized on vesting is calculated by multiplying the
number of shares vesting and by the market value of the
underlying shares on the vesting date, which was $18.02 per
share at market close as listed by the NASDAQ Global Market on
August 15, 2010. |
Potential
Payments Upon Termination or a Change of Control
The following table estimates payments and the value of any
accelerated vesting that would have been due to each named
executive officer in the event of a change of control, assuming
the change of control occurred on December 31, 2010.
|
|
|
|
|
|
|
Market Value of Accelerated Equity
|
Name
|
|
(net of exercise price, if any)(1)
|
|
Magid M. Abraham, Ph.D.
|
|
$
|
3,078,921
|
(2)(3)
|
Kenneth J. Tarpey
|
|
|
|
(2)
|
Gian M. Fulgoni
|
|
|
2,131,035
|
(2)(3)
|
Gregory T. Dale
|
|
|
|
(2)
|
Christiana L. Lin
|
|
|
|
(2)
|
|
|
|
(1) |
|
Based on an assumed fair market value per share of our common
stock of $22.34, which was the closing price of our common stock
as reported by the NASDAQ Global Market on December 31,
2010. |
|
(2) |
|
Although the May Stock Option Grant held by the referenced named
executive officer include single trigger acceleration of vesting
upon a change of control, such acceleration requires the price
of our common stock to equal or exceed at least $24.10. Based
upon our assumed stock price at December 31, 2010 as set
forth in footnote (1), no acceleration of such stock options is
included. |
|
(3) |
|
Dr. Abraham and Mr. Fulgoni are parties to Severance
and Change of Control Agreements whereby all of such named
executive officers outstanding and unvested equity awards
(excluding the May 2010 Stock Option Grants, which include their
own separate acceleration provisions) become vested in full upon
a change of control. |
30
The following table estimates payments as well as the value of
any accelerated vesting that would have been due to each named
executive officer in the event his employment had been
terminated not in connection with a change of control without
cause or if such executive resigns without good reason, assuming
the termination occurred on December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market Value of
|
|
|
|
|
|
|
Accelerated Equity
|
|
|
Cash Payments
|
|
(net of exercise
|
Name
|
|
Salary(1)
|
|
COBRA/ Insurance(2)
|
|
price, if any)(3)
|
|
Magid M. Abraham, Ph.D.
|
|
$
|
786,250
|
|
|
$
|
31,221
|
|
|
$
|
3,078,921
|
(4)(5)
|
Kenneth J. Tarpey
|
|
|
138,750
|
|
|
|
7,805
|
|
|
|
|
(4)
|
Gian M. Fulgoni
|
|
|
520,313
|
|
|
|
15,215
|
|
|
|
2,131,035
|
(4)(5)
|
Gregory T. Dale
|
|
|
277,874
|
|
|
|
15,336
|
|
|
|
|
(4)
|
Christiana L. Lin
|
|
|
252,063
|
|
|
|
15,336
|
|
|
|
|
(4)
|
|
|
|
(1) |
|
Salary to be paid at a rate equal to such executives
annual base salary then in effect, for the duration of a
specified severance period, to be paid periodically in
accordance with our normal payroll policies. |
|
(2) |
|
COBRA/Insurance payments are estimated based on the number of
months of coverage for which we are contractually obligated and
the current estimated premium costs. |
|
(3) |
|
Based on an assumed fair market value per share of our common
stock of $22.34, which was the closing price of our common stock
as reported by the NASDAQ Global Market on December 31,
2010. |
|
(4) |
|
Although the May Stock Option Grant held by the referenced named
executive officer include single trigger acceleration of vesting
upon a change of control, such acceleration requires the price
of our common stock to equal or exceed at least $24.10. Based
upon our assumed stock price at December 31, 2010 as set
forth in footnote (3), no acceleration of such stock options is
included. |
|
(5) |
|
Dr. Abraham and Mr. Fulgoni are parties to Severance
and Change of Control Agreements whereby all of such named
executive officers outstanding and unvested equity awards
(excluding the May 2010 Stock Option Grants, which include their
own separate acceleration provisions) become vested in full upon
a change of control. |
The following table estimates payments as well as the value of
any accelerated vesting that would have been due to each named
executive officer in the event his employment had been
terminated in connection with or within 12 months of a
change of control without cause or if such executive resigns
without good reason, assuming the termination occurred on
December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market Value of
|
|
|
|
|
|
|
Accelerated Equity
|
|
|
Cash Payments
|
|
(net of exercise
|
Name
|
|
Salary(1)
|
|
COBRA/ Insurance(2)
|
|
price, if any)(3)
|
|
Magid M. Abraham, Ph.D.
|
|
$
|
786,250
|
|
|
$
|
31,221
|
|
|
$
|
3,078,921
|
(4)(5)
|
Kenneth J. Tarpey
|
|
|
346,875
|
|
|
|
23,415
|
|
|
|
1,700,767
|
(4)
|
Gian M. Fulgoni
|
|
|
520,313
|
|
|
|
15,215
|
|
|
|
2,131,035
|
(4)(5)
|
Gregory T. Dale
|
|
|
277,874
|
|
|
|
15,336
|
|
|
|
1,056,593
|
(4)
|
Christiana L. Lin
|
|
|
252,063
|
|
|
|
15,336
|
|
|
|
765,391
|
(4)
|
|
|
|
(1) |
|
Gross amount of lump sum payment (prior to payment of applicable
withhold taxes). |
|
(2) |
|
COBRA/Insurance payments are estimated based on the number of
months of coverage for which we are contractually obligated and
the current estimated premium costs. |
|
(3) |
|
Based on an assumed fair market value per share of our common
stock of $22.34, which was the closing price of our common stock
as reported by the NASDAQ Global Market on December 31,
2010. |
|
(4) |
|
Although the May Stock Option Grant held by the referenced named
executive officer include single trigger acceleration of vesting
upon a change of control, such acceleration requires the price
of our common |
31
|
|
|
|
|
stock to equal or exceed at least $24.10. Based upon our assumed
stock price at December 31, 2010 as set forth in footnote
(3), no acceleration of such stock options is included. |
|
(5) |
|
Dr. Abraham and Mr. Fulgoni are parties to Severance
and Change of Control Agreements whereby all of such named
executive officers outstanding and unvested equity awards
(excluding the May 2010 Stock Option Grants, which include their
own separate acceleration provisions) become vested in full upon
a change of control. |
For a further discussion of the agreements pursuant to which our
named executive officers are entitled to payments upon a
termination or change of control, see the section titled
Compensation Discussion and Analysis
Components of our Executive Compensation Program
Severance and Change of Control Arrangements.
Compensation
Risk Assessment
Our compensation committee and management have considered
whether our compensation programs for employees create
incentives for excessive or unreasonable risks that could have a
material adverse effect on us. Our compensation committee
believes that our compensation plans are consistent with
practices for our industry and that risks arising from our
compensation policies and practices are not reasonably likely to
have a material adverse effect on us.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Policies
and Procedures for Transactions with Related Persons
Related person transactions, which we define as all transactions
involving an executive officer, director, nominee for director
or a holder of more than five percent of our common stock,
including any of their immediate family members and any entity
owned or controlled by such persons, are reviewed and approved
by the audit committee of our board of directors or in some
cases by a majority of disinterested directors on our board of
directors.
In any transaction involving a related person, our audit
committee and our board of directors consider all of the
available material facts and circumstances of the transaction,
including: the direct and indirect interests of the related
persons; in the event the related person is a director or
nominee for director (or immediate family member of a director
or an entity with which a director is affiliated), the impact
that the transaction will have on a directors or nominee
for directors independence; the risks, costs and benefits
of the transaction to us; and whether any alternative
transactions or sources for comparable services or products are
available.
After considering all such facts and circumstances, our audit
committee and our board of directors determines whether approval
or ratification of the related person transaction is in our best
interests. For example, if our audit committee determines that
the proposed terms of a related person transaction are
reasonable and at least as favorable as could have been obtained
from unrelated third parties, it will recommend to our board of
directors that such transaction be approved or ratified. In
addition, if a related person transaction will compromise the
independence of one of our directors or nominees for director,
our audit committee may recommend that our board of directors
reject the transaction if it could affect our ability to comply
with securities laws and regulations or NASDAQ listing
requirements.
Of the transactions described in the following subsection, the
employment arrangement with Ms. Abraham and several of the
indemnification agreements were entered into prior to the
adoption of our audit committee charter. Accordingly, each of
those transactions were approved by disinterested members of our
board of directors after making a determination that the
transaction was executed on terms no less favorable than those
we could have obtained from unrelated third parties. The
transaction with Rapleaf, Inc., or Rapleaf, was ratified by our
audit committee after making a determination that the
transaction was executed on terms no less favorable than those
we could have obtained from unrelated third parties.
32
The policies and procedures described above for reviewing and
approving related person transactions are not in writing.
However, the charter for our audit committee provides that one
of the committees responsibilities is to review and
approve in advance any proposed related person transactions.
Transactions
and Relationships with Directors, Officers and Five Percent
Stockholders
We believe that there has not been any other transaction or
series of transactions during 2010 to which we were or are to be
a participant in which the amount involved exceeds $120,000 and
in which any director, nominee for director, executive officer
or holder of more than five percent of our common stock, or
members of any such persons immediate family, had or will
have a direct or indirect material interest, other than
compensation described in Executive Compensation or
Director Compensation elsewhere in this proxy
statement and as described below.
Linda
Boland Abraham
Since our inception in 1999, Linda Boland Abraham, the spouse of
our President and Chief Executive Officer, Dr. Magid M.
Abraham, has been employed in various management positions with
us. Most recently, Ms. Abraham has served as our Chief
Marketing Officer and Executive Vice President of International
Business Development beginning in 2009. During the year ended
December 31, 2010, Ms. Abraham earned approximately
$202,938 in salary. Also during the year ended December 31,
2010, Ms. Abraham received an award of shares of our
restricted stock pursuant to our 2009 Bonus Policy with a fair
value at the time of grant of approximately $595,514 that was
granted in February 2010.
Indemnification
Agreements
We have entered into an indemnification agreement with each of
our directors and executive officers. The indemnification
agreements and our amended and restated certificate of
incorporation and bylaws require us to indemnify our directors
and officers to the fullest extent permitted by Delaware law.
Services
Agreement with RapLeaf
During 2010, we entered into a Data Processing agreement with
Rapleaf. Dr. Magid M. Abraham, our President and Chief
Executive Officer and a member of our board of directors, was a
member of RapLeafs board of directors until October 2010.
We paid $144,000 pursuant to such agreement during the year
ended December 31, 2010. In relation to this counterparty,
there was $14,000 included in accounts payable balances as of
December 31, 2010.
33
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect
to beneficial ownership of our common stock, as of May 31,
2011, by:
|
|
|
|
|
each beneficial owner of 5% or more of the outstanding shares of
our common stock;
|
|
|
|
each of our directors;
|
|
|
|
each of our named executive officers; and
|
|
|
|
all of our executive officers and directors as a group.
|
Beneficial ownership is determined in accordance with the rules
of the SEC. Except as indicated by the footnotes below, we
believe, based on the information furnished to us, that the
persons and entities named in the table below have sole voting
and investment power with respect to all shares of the common
stock that they beneficially own, subject to applicable
community property laws. In computing the number of shares
beneficially owned by a person and the percentage ownership of
that person, shares of common stock subject to options or
warrants held by that person that are currently exercisable or
exercisable within 60 days of May 31, 2011 are deemed
outstanding, but are not deemed outstanding for purposes of
computing the percentage ownership of any other person. Unless
otherwise indicated, these shares do not include any stock or
options awarded after May 31, 2011. A total of
31,855,346 shares of our common stock were outstanding as
of May 31, 2011.
Except as otherwise indicated, the address of each of the
persons in this table is
c/o comScore,
Inc., 11950 Democracy Drive, Suite 600, Reston, Virginia
20190.
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
|
|
|
|
and Nature of
|
|
|
Percentage of
|
|
|
|
Beneficial
|
|
|
Common Stock
|
|
Name and Address of Beneficial Owner
|
|
Ownership(1)
|
|
|
Outstanding
|
|
|
5% Stockholders:
|
|
|
|
|
|
|
|
|
Blackrock, Inc.(2)
|
|
|
2,143,002
|
|
|
|
6.7
|
%
|
Directors and Named Executive Officers:
|
|
|
|
|
|
|
|
|
Magid M. Abraham, Ph.D.(3)
|
|
|
882,503
|
|
|
|
2.8
|
%
|
Gian M. Fulgoni(4)
|
|
|
795,045
|
|
|
|
2.5
|
%
|
Kenneth J. Tarpey(5)
|
|
|
108,149
|
|
|
|
*
|
|
Gregory T. Dale(6)
|
|
|
99,628
|
|
|
|
*
|
|
Christiana L. Lin(7)
|
|
|
93,232
|
|
|
|
*
|
|
Jeffrey Ganek(8)
|
|
|
10,656
|
|
|
|
*
|
|
Bruce Golden(8)
|
|
|
31,104
|
|
|
|
*
|
|
William J. Henderson(9)
|
|
|
75,787
|
|
|
|
*
|
|
William Katz(8)
|
|
|
10,356
|
|
|
|
*
|
|
Ronald J. Korn(10)
|
|
|
26,587
|
|
|
|
*
|
|
Jarl Mohn(8)
|
|
|
10,356
|
|
|
|
*
|
|
All directors and executive officers as a group (eleven
persons)(11)
|
|
|
2,143,403
|
|
|
|
6.7
|
%
|
|
|
|
* |
|
Represents less than 1% of the outstanding shares of common
stock. |
|
(1) |
|
The information provided in this table is based on our records,
information supplied to us by our executive officers, directors
and principal stockholders and information contained in
Schedules 13D and 13G filed with the SEC. |
|
(2) |
|
This information is derived solely from the Schedule 13G
filed with the SEC on February 3, 2011 and effective as of
December 31, 2010. BlackRock, Inc. on behalf of its
investment advisory subsidiaries has shared voting and
dispositive power as to 2,143,002 shares. Includes shares
reportedly held by the |
34
|
|
|
|
|
following subsidiaries of Blackrock, Inc. that are investment
advisors: BlackRock Advisors LLC, BlackRock Advisors (UK)
Limited, BlackRock Asset Management Australia Limited, BlackRock
Asset Management Japan Limited, BlackRock Capital Management,
Inc., BlackRock Financial Management, Inc., BlackRock
Fund Advisors, BlackRock Institutional Trust Company,
N.A., BlackRock Investment Management, LLC, BlackRock
(Luxembourg) S.A., Blackrock International Ltd, BlackRock
Investment Management UK Ltd, State Street Research &
Management Co. The address for Blackrock, Inc. and its
subsidiaries is
c/o Blackrock,
Inc., 40 East 52nd Street, New York, New York 10022. |
|
(3) |
|
Includes 200,000 shares subject to options that are
immediately exercisable or exercisable within 60 days of
May 31, 2011. Also includes 98,164 shares held
directly by Dr. Abraham and 38,559 shares held by
Dr. Abrahams wife, Linda Abraham, each subject to a
right of repurchase held by the Company pursuant to restricted
stock sale agreements. |
|
(4) |
|
Includes 217,891 shares subject to options that are
immediately exercisable or exercisable within 60 days of
May 31, 2011. Also includes 67,432 shares subject to a
right of repurchase held by the Company pursuant to a restricted
stock sale agreement. |
|
(5) |
|
Includes 78,194 shares subject to a right of repurchase
held by the Company pursuant to a restricted stock sale
agreement. |
|
(6) |
|
Includes 19,325\ shares subject to options that are immediately
exercisable or exercisable within 60 days of May 31,
2011. Also includes 39,055 shares subject to a right of
repurchase held by the Company pursuant to a restricted stock
sale agreement. |
|
(7) |
|
Includes 12,869 shares subject to options that are
immediately exercisable or exercisable within 60 days of
May 31, 2011. Also includes 42,497 shares subject to a
right of repurchase held by the Company pursuant to a restricted
stock sale agreement. |
|
(8) |
|
Includes 4,921 shares subject to a right of repurchase held
by the Company pursuant to a restricted stock sale agreement. |
|
(9) |
|
Includes 16,000 shares subject to options that are
immediately exercisable or exercisable within 60 days of
May 31, 2011. Additionally, includes 4,921 shares held
directly by Mr. Henderson that are subject to a right of
repurchase held by the Company pursuant to restricted stock sale
agreements. |
|
(10) |
|
Includes 5,000 shares subject to options that are
immediately exercisable or exercisable within 60 days of
May 31, 2011. Additionally, includes 4,921 shares held
directly by Mr. Korn that are subject to a right of
repurchase held by the Company pursuant to restricted stock sale
agreements. |
|
(11) |
|
Includes 472,835 shares subject to options that are
immediately exercisable or exercisable within 60 days of
the May 31, 2011. Also includes 393,427 shares subject
to a right of repurchase held by the Company pursuant to
restricted stock sale agreements. |
35
SECTION 16(A)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires that certain of our executive officers and
directors, and persons who own more than 10% of a registered
class of our equity securities, file reports of ownership and
changes in ownership (Forms 3, 4 and 5) with the SEC.
Such executive officers, directors and greater than 10% holders
are required to furnish us with copies of all of these forms
that they file. Certain employees of our company hold a power of
attorney to enable such individuals to file ownership and change
in ownership forms on behalf of certain of our executive
officers and directors.
Based solely on our review of these reports or written
representations from certain reporting persons, we believe that
during 2010, all filing requirements applicable to our officers,
directors, greater-than-10% beneficial owners and other persons
subject to Section 16(a) of the Securities Exchange Act of
1934, as amended, were met, except that the following reports,
although filed, were not filed timely:
|
|
|
|
|
|
|
Date Filed
|
|
Form
|
|
Name(s) of Filer(s)
|
|
Description
|
|
May 5, 2010
|
|
4
|
|
Magid M. Abraham, Gian M. Fulgoni, Gregory T. Dale and
Christiana L. Lin
|
|
Filings related to transactions originally occurring on March
25, 2010.
|
July 30, 2010
|
|
3
|
|
Jason Parikh
|
|
Amended original filing on August 4, 2010 to correct
clerical error in original filing regarding total beneficial
ownership of shares.
|
August 17, 2010
|
|
4
|
|
Kenneth J. Tarpey
|
|
Amended original filing on April 12, 2011 to correct clerical
error in original filing regarding total beneficial ownership of
shares.
|
November 18, 2010
|
|
4
|
|
Magid M. Abraham and Jason Parikh
|
|
Amended original filings on November 30, 2010 to correct
clerical error in original filings regarding vesting schedule of
shares.
|
November 22, 2010
|
|
4
|
|
Magid M. Abraham, Kenneth J. Tarpey, Gian M. Fulgoni, Gregory T.
Dale and Christiana L. Lin
|
|
Filings related to transactions originally occurring on
November 15, 2010.
|
December 20, 2010
|
|
4
|
|
Gian M. Fulgoni
|
|
Amended original filing on February 18, 2011 to correct
clerical error in original filing regarding vesting schedule of
shares.
|
36
PRINCIPAL
ACCOUNTING FEES AND SERVICES
Audit and
Related Fees for Fiscal Years 2009 and 2010
The following table sets forth a summary of the fees billed to
us by Ernst & Young LLP, our independent registered
public accounting firm for the year ending December 31,
2010, for professional services for the fiscal years ended
December 31, 2009 and 2010, respectively. All of the
services described in the following fee table were approved by
the audit committee.
|
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|
|
|
|
|
|
|
Name
|
|
2009
|
|
|
2010
|
|
|
Audit Fees(1)
|
|
$
|
1,232,500
|
|
|
|
1,622,611
|
|
Audit-Related Fees(2)
|
|
|
10,000
|
|
|
|
548,759
|
|
Tax Fees(3)
|
|
|
109,501
|
|
|
|
|
|
All Other Fees(4)
|
|
|
163,671
|
|
|
|
206,102
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
1,515,672
|
|
|
|
2,377,472
|
|
|
|
|
(1) |
|
Audit fees represent fees for professional services relating to
the audit of our financial statements included in our annual
reports on
Form 10-K
and our registration statements on
Forms S-3
and S-8, the
audit of internal control over financial reporting required by
Section 404 of the Sarbanes-Oxley Act of 2002 and the review of
the financial statements included in our quarterly reports on
Form 10-Q. |
|
(2) |
|
Audit-related fees represent fees related primarily to
acquisition and investment activities and other audit services. |
|
(3) |
|
2009 tax fees principally represent fees for professional
services for tax compliance and tax advice. |
|
(4) |
|
Other fees consisted of miscellaneous other permissible services
not included in the first three categories for 2009 and 2010.
These fees represent advisory services in connection with
certain accreditations we sought from certain industry
associations. |
The audit committee meets regularly with Ernst & Young
LLP throughout the year and reviews both audit and non-audit
services performed by Ernst & Young LLP as well as
fees charged for such services. The audit committee has
determined that the provision of the services described above is
compatible with maintaining Ernst & Young LLPs
independence in the conduct of its audit functions.
Pre-Approval
Policies and Procedures
Our audit committee has adopted and our board of directors has
approved a policy that sets forth the procedures and the
conditions pursuant to which services proposed to be performed
by the independent auditor may be pre-approved. Pursuant to its
audit, audit-related and non-audit services pre-approval policy,
our audit committee may delegate either type of pre-approval
authority to one or more of its members. The member to whom such
authority is delegated must report, for informational purposes
only, any pre-approval decisions to the audit committee at its
next scheduled meeting. Our audit committee pre-approved all
audit related, tax and other services rendered by
Ernst & Young LLP in 2009 and 2010.
37
AUDIT
COMMITTEE REPORT
The audit committee is comprised of independent
directors, as determined in accordance with Rule 5605(a)(2)
of the NASDAQ Marketplace Rules and
Rule 10A-3
of the Securities Exchange Act of 1934. The audit committee
operates pursuant to a written charter adopted by the board of
directors, a copy of which is available under the Investor
Relations section of our website located at
http://www.comscore.com.
As described more fully in its charter, the purpose of the audit
committee is to assist the board of directors with its oversight
responsibilities regarding the integrity of our financial
statements, our compliance with legal and regulatory
requirements, assessing our independent registered public
accounting firms qualifications and independence and, if
applicable, the performance of the persons performing internal
audit duties for our company.
Company management is responsible for preparation, presentation
and integrity of our financial statements as well as our
financial reporting process, accounting policies, internal audit
function, internal accounting controls and disclosure controls
and procedures. Our independent registered public accounting
firm is responsible for performing an independent audit of our
consolidated financial statements in accordance with 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. The
following is the audit committees report submitted to the
board of directors for 2010.
The audit committee has:
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|
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|
|
reviewed and discussed our companys audited financial
statements with management and Ernst & Young LLP, the
companys independent registered public accounting firm;
|
|
|
|
discussed with Ernst & Young LLP the matters required
to be discussed by Statement of Auditing Standards No. 61,
Communications with Audit Committees, as currently in
effect and as adopted by the Public Company Accounting Oversight
Board in Rule 3200T; and
|
|
|
|
received from Ernst & Young LLP, disclosures and a
letter regarding their independence as required the applicable
requirements of the Public Company Accounting Oversight Board
requesting Ernst & Young LLPs communication with
the audit committee concerning independence and discussed the
auditors independence with them.
|
In addition, the audit committee has met separately with company
management and with Ernst & Young LLP.
Based on the review and discussions referred to above, the audit
committee recommended to the board of directors that the audited
2010 financial statements be included in our companys
Annual Report on
Form 10-K
for the year ended December 31, 2010 for filing with the
Securities and Exchange Commission.
AUDIT COMMITTEE
Ronald J. Korn, Chairman
Jeffrey Ganek
William J. Henderson
The foregoing audit committee report shall not be deemed
incorporated by reference into any filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934, and shall
not otherwise be deemed filed under these acts, except to the
extent we specifically incorporate by reference into such
filings.
38
PROPOSALS TO
BE VOTED ON
PROPOSAL NO. 1
ELECTION
OF DIRECTORS
Three Class I directors are to be elected at the 2011
annual meeting of stockholders to serve a three-year term
expiring at the 2014 annual meeting of stockholders or until
their respective successors have been elected and qualified. The
Class II and Class III directors will continue to
serve their respective terms.
Our nominating and governance committee recommended and our
board of directors has nominated:
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|
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|
|
Magid M. Abraham,
|
|
|
|
William Katz, and
|
|
|
|
Jarl Mohn
|
for election as Class I directors at the 2011 annual
meeting of stockholders. All of the nominees are presently
directors of comScore. Each person nominated for election has
agreed to serve if elected, and we have no reason to believe
that any nominee will be unable to serve.
Shares represented by the accompanying proxy will be voted for
the election of the nominees recommended by the board of
directors unless the proxy is marked in such a manner so as to
withhold authority to vote. If any nominee is unable or
unexpectedly declines to serve as a director, the board of
directors may designate another nominee to fill the vacancy, and
the proxy will be voted for that nominee. Proxies cannot be
voted for more than the three named nominees.
The sections titled Directors, Executive Officers and
Corporate Governance Directors and Executive
Officers and Directors, Executive Officers and
Corporate Governance Director Nomination Process and
Qualifications on pages 3-5 and 7-8 of this proxy
statement contain more information about the leadership skills
and other experiences that caused our nominating and governance
committee and our board of directors to determine that these
nominees should serve as Class I directors of comScore.
Required
Vote
The three nominees receiving the highest number of affirmative
FOR votes shall be elected as Class I
directors. Unless marked to the contrary, proxies received will
be voted FOR these nominees.
Recommendation
of Our Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE
FOR THE ELECTION OF EACH OF THE ABOVEMENTIONED
NOMINEES AS CLASS I DIRECTORS PURSUANT TO
PROPOSAL NO. 1.
* * * * *
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Our audit committee has appointed Ernst & Young LLP as
our independent registered public accounting firm for the year
ending December 31, 2010. Ernst & Young LLP has
served as our independent audit firm since 2000 and has audited
our financial statements for fiscal years 2000 through 2010. For
more information about services provided by Ernst &
Young LLP to us as well as our procedures and approvals for
approving such services, see Independent Registered Public
Accounting Firm on page 37 of this proxy statement. A
representative of Ernst & Young LLP is expected to be
present at our 2010 annual meeting of stockholders and will have
an opportunity to make a statement and respond to appropriate
questions from stockholders.
Ratification of the appointment of Ernst & Young LLP
as our independent registered public accounting firm is not
required by our bylaws or other applicable legal requirements.
However, our board of directors is
39
submitting the appointment of Ernst & Young LLP to the
stockholders for ratification as a matter of good corporate
practice. If our stockholders fail to ratify the appointment,
the audit committee will reconsider whether to retain the firm.
Even if the appointment is ratified, the audit committee at its
discretion may direct the appointment of a different independent
registered public accounting firm at any time during the year if
it determines that such a change would be in our best interests
and the best interests of our stockholders.
Required
Vote
The affirmative vote of a majority of shares of our common stock
present at the 2011 annual meeting of stockholders in person or
by proxy and entitled to vote is required to ratify the
appointment of Ernst & Young LLP as our independent
registered public accounting firm for the year ending
December 31, 2011. Abstentions will have the same effect as
a vote against this proposal.
Recommendation
of Our Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE
FOR PROPOSAL NO. 2.
* * * * *
PROPOSAL NO. 3
ADVISORY
VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
We are seeking an advisory, non-binding vote of our stockholders
with respect to the compensation awarded to our named executive
officers for 2010.
Our named executive officer compensation program, as described
on pages
11-28 of
this proxy statement, is structured around the following goals:
to attract and retain top talent; to promote business
performance accountability; to promote individual performance
accountability; and to align stockholder interests with those of
our management team. Our compensation plans are designed to
motivate and reward employees for achievement of positive
business results and also to promote and enforce accountability.
We believe that our executive compensation and benefit program
balances short-term and long-term components, cash and equity
elements, and fixed and contingent payments. We apply our
compensation philosophy using both quantitative and qualitative
standards to incentivize our named executive officers and reward
them for achieving the following goals:
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develop a culture that embodies a passion for our business and a
drive to achieve and exceed established goals and objectives;
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|
provide leadership to the organization in such a way as to
maximize the results of our business operations;
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|
lead us by demonstrating forward thinking in the operation,
development and expansion of our business; and
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|
effectively manage organizational resources to derive the
greatest value possible from each dollar invested.
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Overall, our approach is designed to relate the compensation of
our named executive officers to the following: the achievement
of short- and long-term goals and objectives; their willingness
to challenge and improve existing policies and structures; and
their capability to take advantage of unique opportunities and
overcome difficult challenges within our business.
The Company requests stockholder approval of the compensation
of comScores named executive officers for the year ended
December 31, 2010, as disclosed pursuant to SEC rules,
including the Compensation Discussion and Analysis, the
executive compensation tables, and related narrative disclosures
included in this proxy statement.
40
Required
Vote
You may vote for or against this foregoing
Proposal No. 3, or you may abstain. Approval of this
proposal requires the affirmative FOR vote of a
majority of the shares present in person or represented by proxy
at our 2011 annual meeting of stockholders and entitled to vote
thereon. Abstentions will have the same effect as a vote against
this proposal. Because this vote is advisory, it will not be
binding upon our board of directors. However, our board of
directors and our compensation committee will consider the
outcome of the vote, along with other relevant factors, in
evaluating its executive compensation program.
Recommendation
of Our Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE
FOR PROPOSAL NO. 3.
* * * * *
PROPOSAL NO. 4
ADVISORY
VOTE ON FREQUENCY OF STOCKHOLDER VOTES ON THE COMPENSATION
AWARDED TO OUR NAMED EXECUTIVE OFFICERS
We are seeking an advisory, non-binding vote of our stockholders
regarding how often we should present our stockholders with the
opportunity to vote on the compensation awarded to our named
executive officers (as in Proposal No. 3 preceding).
You may elect to have the vote held every year, every two years,
or every three years, or you may abstain. We recommend that this
advisory vote be held every year, but our stockholders are not
voting to approve or disapprove of that recommendation.
Required
Vote
The frequency that receives the highest number of votes cast
will be deemed to be the frequency selected by the stockholders.
This vote is advisory only, so will not be binding upon our
board of directors. However, our compensation committee values
the opinions of our stockholders, and, as such, will consider
the outcome of the stockholder vote, along with other relevant
factors, in recommending a voting frequency to our board of
directors.
Recommendation
of Our Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR A
FREQUENCY OF EVERY YEAR FOR PROPOSAL NO. 4.
* * * * *
PROPOSAL NO. 5
APPROVAL
OF THE AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN
We are asking our stockholders to approve the 2007 Equity
Incentive Plan as amended and restated (referred to herein as
the Amended 2007 Plan). Along with approving other
changes described in the following, we are seeking stockholder
approval of the Amended 2007 Plan primarily to enable us to
qualify awards under the plan as performance-based
compensation within the meaning of Section 162(m) of
the Code so we may continue to deduct in full for federal income
taxes compensation recognized by our executive officers in
connection with certain awards granted under the Amended 2007
Plan.
Our board of directors has adopted the Amended 2007 Plan,
subject to approval from our stockholders at the 2011 Annual
Meeting. If our stockholders approve the Amended 2007 Plan, it
will replace the current version of the 2007 Equity Incentive
Plan and will continue in effect through its current term ending
March 2, 2017, unless terminated earlier by our board of
directors. Approval of the Amended 2007 Plan requires the
41
affirmative vote of the holders of a majority of the shares of
our common stock that are present in person or by proxy and
entitled to vote at the 2011 annual meeting. If the stockholders
do not approve the Amended 2007 Plan, the current version of the
2007 Equity Incentive Plan will remain in effect through the
remainder of its term.
The following summarizes some of the material differences
between the Amended 2007 Plan and the 2007 Equity Incentive
Plan. This comparative summary is qualified in its entirety by
reference to the actual text of the Amended 2007 Plan, set forth
as Appendix A.
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The 2007 Equity Incentive Plan was amended to allow the Company
to continue to deduct in full for federal income tax purposes
the compensation recognized by its executive officers in
connection with certain awards granted under the Amended 2007
Plan. Section 162(m) generally denies a corporate tax
deduction for annual compensation exceeding $1 million paid
to the chief executive officer and other covered
employees as determined under Section 162(m) and
applicable guidance. However, certain types of compensation,
including performance-based compensation, are generally excluded
from this deductibility limit. To enable compensation in
connection with awards granted under the Amended 2007 Plan to
qualify as performance-based within the meaning of
Section 162(m), the Amended 2007 Plan has been drafted to
include limitations to the number of shares that may be granted
on an annual basis through individual awards, which is necessary
to allow the Company to be eligible to receive income tax
deductions under Section 162(m), as follows:
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Additional Amount in Connection
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Award Type
|
|
General Fiscal Year Limit
|
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with Initial Service as an Employee
|
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Stock Options
|
|
1,000,000 shares
|
|
1,000,000 shares
|
Stock Appreciation Rights
|
|
1,000,000 shares
|
|
1,000,000 shares
|
Restricted Stock
|
|
300,000 shares
|
|
300,000 shares
|
Restricted Stock Units
|
|
300,000 shares
|
|
300,000 shares
|
Performance Shares
|
|
300,000 shares
|
|
300,000 shares
|
Performance Units
|
|
$4,000,000
|
|
N/A
|
Deferred Stock Units
|
|
Same as underlying Restricted Stock, Restricted Stock Unit,
Performance Share, or Performance Unit
|
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Same as underlying Restricted Stock, Restricted Stock Unit,
Performance Share, or Performance Unit
|
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Specific performance criteria have been added to the Amended
2007 Plan so that certain awards may be granted subject to or
conditioned upon the satisfaction of performance objectives,
which in turn will allow us to be eligible to receive income tax
deductions under Section 162(m). The performance criteria
are: (i) attainment of research and development milestones,
(ii) bookings, (iii) business divestitures and
acquisitions, (iv) cash flow (including free cash flow),
(v) cash position, (vi) contract awards or backlog,
(vii) customer renewals, (viii) customer retention
rates from an acquired company, business unit or division,
(ix) earnings (which may include earnings before interest
and taxes, earnings before interest, taxes, depreciation and
amortization, and net earnings), (x) earnings per share,
(xi) expenses, (xii) gross margin, (xiii) growth
in stockholder value relative to the moving average of the
S&P 500 Index or another index, (xiv) internal rate of
return, (xv) market share, (xvi) net income,
(xvii) net profit, (xviii) net sales, (xix) new
product development, (xx) new product invention or
innovation, (xxi) number of customers,
(xxii) operating cash flow, (xxiii) operating
expenses, (xxiv) operating income, (xxv) operating
margin, (xxvi) overhead or other expense reduction,
(xxvii) product defect measures, (xxviii) product
release timelines, (xxix) productivity, (xxx) profit,
(xxxi) return on assets, (xxxii) return on capital,
(xxxiii) return on equity, (xxxiv) return on
investment, (xxxv) return on sales, (xxxvi) revenue,
(xxxvii) revenue growth, (xxxviii) sales results,
(xxxix) sales growth, (xl) stock price,
(xli) time to market, (xlii) total stockholder return,
and (xliii) working capital. The performance goals may
differ from participant to participant and from award to award,
may be used alone or in combination, may be used to measure our
performance as a whole or the performance of a portion of the
business, and may be measured relative to a peer group or index.
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42
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The Amended 2007 Plan permits the Company to grant deferred
stock units and dividend equivalents to our employees,
consultants and directors.
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The Amended 2007 Plan eliminates authority of the administrator
to implement an exchange program This is a program
whereby the exercise prices of outstanding awards may be
reduced, outstanding awards may be surrendered or cancelled in
exchange for awards with a higher or lower exercise price, or
outstanding awards may be transferred to a third party. We are
making this change to conform to best practices for public
company equity plans.
|
For purposes of clarification, we are not requesting
stockholders to approve additional shares be reserved for
issuance under the Amended 2007 Plan.
Our board of directors believes that the approval of the Amended
2007 Plan is essential to our continued success. We believe that
our employees are our most valuable assets and that the awards
permitted under the Amended 2007 Plan are vital to our ability
to attract and retain outstanding and highly skilled individuals
in the competitive labor markets in which we compete. These
awards also are crucial to our ability to motivate our employees
to achieve our company goals.
Summary
of the Amended 2007 Plan
The following is a summary of the principal features of the
Amended 2007 Plan and its operation. The summary is qualified in
its entirety by reference to the Amended 2007 Plan itself set
forth in Appendix A.
The Amended 2007 Plan provides for the grant of incentive stock
options to our employees and any of our parent and subsidiary
corporations employees, and for the grant of nonstatutory
stock options, restricted stock, restricted stock units, stock
appreciation rights, performance units, performance shares,
dividend equivalents and deferred stock units to our employees,
directors and consultants and our parent and subsidiary
corporations employees and consultants. As of May 31,
2011, approximately 1,000 of our employees, directors and
consultants would be eligible to participate in the Amended 2007
Plan.
Shares Reserved Under the Amended 2007
Plan. We initially reserved a total of
1,400,000 shares of our common stock for issuance pursuant
to the Amended 2007 Plan, plus (a) any shares that had been
reserved but not issued under our Incentive Plan at the time of
our initial public offering, and (b) any shares subject to
stock options and similar awards granted under the Incentive
Plan that expire or otherwise terminate without having been
exercised in full and shares issued pursuant to awards granted
under the Incentive Plan are forfeited to or repurchased by the
Company. The maximum number of shares that may be added to the
Amended 2007 Plan from the Incentive Plan is
1,000,000 shares. In addition, our Amended 2007 Plan
provides for annual increases in the number of shares available
for issuance thereunder on the first day of each fiscal year,
beginning with our 2008 fiscal year, equal to the least
of:
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1,800,000 shares of our common stock;
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4% of the number of shares on the last day of the immediately
preceding fiscal year that are outstanding and issuable pursuant
to outstanding awards under our equity plans; or
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such other amount as our board of directors may determine.
|
If an award expires or becomes unexercisable without having been
exercised in full, or, with respect to restricted stock,
restricted stock units, performance shares, performance units,
or deferred stock units, is forfeited to or repurchased by us,
the unpurchased shares (or for awards other than options and
stock appreciation rights, the forfeited or repurchased shares)
which were subject thereto will become available for future
grant or sale under the Amended 2007 Plan (unless the Plan has
terminated). If we declare a dividend or other distribution or
engage in a recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation,
split-up,
spin-off, combination, repurchase, or exchange of shares or
other securities of the Company, or other change in the
corporate structure of the Company affecting our shares, the
administrator will adjust the (i) number and class of
shares available for issuance under the Amended 2007 Plan,
(ii) number, class and price of shares subject to
outstanding Awards, and (iii) specified per-person limits
on Awards to reflect the change.
43
As of December 31, 2010, there were 3,620,327 shares
reserved for issuance under the Amended 2007 Plan including
2,142,611 shares subject to outstanding awards. On
January 1, 2011, the number of shares reserved for issuance
under the Amended 2007 Plan was automatically increased by
1,260,942 shares.
Administration of the Amended 2007 Plan. Our
board of directors or a committee of our board administers our
Amended 2007 Plan. In the case of awards intended to qualify as
performance based compensation within the meaning of
Section 162(m) of the Code, the committee will consist of
two or more outside directors within the meaning of
Section 162(m) of the Code. The administrator has the power
to determine the terms of the awards, including the exercise
price, the number of shares subject to each such award, the
exercisability of the awards and the form of consideration
payable upon exercise.
Options. The administrator is able to grant
nonstatutory stock options and incentive stock options under the
Amended 2007 Plan. The administrator determines the number of
shares subject to each option, although the Amended 2007 Plan
provides that a participant may not receive options to purchase
more than 1,000,000 shares in any fiscal year except in
connection with an employees initial hiring in which case
the participant could receive options covering up to an
additional 1,000,000 shares, for a total of
2,000,000 shares.
The exercise price of options granted under our Amended 2007
Plan must at least be equal to the fair market value of our
common stock on the date of grant. The term of an incentive
stock option may not exceed ten years, except that with respect
to any participant who owns 10% of the voting power of all
classes of our outstanding stock as of the grant date, the term
must not exceed five years and the exercise price must equal at
least 110% of the fair market value on the grant date. The
administrator determines the terms of all other options.
After termination of an employee, director or consultant, he or
she may exercise his or her option for the period of time stated
in the option agreement. Generally, if termination is due to
death or disability, the option will remain exercisable for
twelve months. In all other cases, the option will generally
remain exercisable for three months. However, an option
generally may not be exercised later than the expiration of its
term.
Stock Appreciation Rights. Stock appreciation
rights may be granted under our Amended 2007 Plan. Stock
appreciation rights allow the recipient to receive the
appreciation in the fair market value of our common stock
between the exercise date and the date of grant. The
administrator determines the terms of stock appreciation rights,
including when such rights become exercisable and whether to pay
the increased appreciation in cash or with shares of our common
stock, or a combination thereof. Stock appreciation rights
expire under the same rules that apply to stock options. No
participant will be granted stock appreciation rights covering
more than 1,000,000 shares during any fiscal year, except
in connection with an employees initial hiring in which
case the participant could receive stock appreciation rights
covering up to an additional 1,000,000 shares, for a total
of 2,000,000 shares.
Restricted Stock. Restricted stock may be
granted under our Amended 2007 Plan. Restricted stock awards are
shares of our common stock that vest in accordance with terms
and conditions established by the administrator. The
administrator will determine the number of shares of restricted
stock granted to any employee, but no participant will be
granted a right to purchase or acquire more than
300,000 shares of restricted stock during any fiscal year,
except in connection with an employees initial hiring in
which case the participant could receive awards of restricted
stock covering up to an additional 300,000 shares, for a
total of 600,000 shares. The administrator may impose
whatever conditions to vesting it determines to be appropriate.
For example, the administrator may set restrictions based on the
achievement of specific performance goals. Shares of restricted
stock that do not vest are subject to our right of repurchase or
forfeiture.
Restricted Stock Units. Restricted stock units
may be granted under our Amended 2007 Plan. Restricted stock
units are awards that will result in a payment to a participant
at the end of a specified period only if performance goals
established by the administrator are achieved or the award
otherwise vests. The administrator may impose whatever
conditions to vesting, restrictions and conditions to payment it
determines to be appropriate. For example, the administrator may
set restrictions based on the achievement of specific
performance goals, on the continuation of service or employment
or any other basis determined by the administrator. Payments of
earned restricted stock units may be made, in the
administrators discretion, in cash
44
or with shares of our common stock, or a combination thereof.
The administrator determines the number of restricted stock
units granted to any participant, but no participant may be
granted more than 300,000 restricted stock units during any
fiscal year, except in connection with an employees
initial hiring in which case the participant could receive
restricted stock units covering up to an additional
300,000 shares, for a total of 600,000 shares.
Performance Units and Performance
Shares. Performance units and performance shares
may be granted under our Amended 2007 Plan. Performance units
and performance shares are awards that will result in a payment
to a participant only if performance goals established by the
administrator are achieved or the awards otherwise vest. The
administrator will establish organizational or individual
performance goals in its discretion, which, depending on the
extent to which they are met, will determine the number
and/or the
value of performance units and performance shares to be paid out
to participants. During any fiscal year, no participant will
receive more than 300,000 performance shares or performance
units. and no participant will receive performance units having
an initial value greater than $4,000,000, except in connection
with an employees initial hiring in which case the
participant could receive performance shares covering up to an
additional 300,000 shares, for a total of
600,000 shares. Performance units shall have an initial
dollar value established by the administrator prior to the grant
date. Performance shares shall have an initial value equal to
the fair market value of our common stock on the grant date.
Payment for performance units and performance shares may be made
in cash or in shares of our common stock with equivalent value,
or in some combination, as determined by the administrator.
Deferred Stock Units. The administrator will
be able to grant deferred stock units, which are awards that
consist of a restricted stock, restricted stock unit,
performance share or performance unit award that the
administrator, in its sole discretion permits to be paid out in
installments or on a deferred basis, in accordance with rules
and procedures established by the administrator. Deferred stock
units will remain subject to the claims of the Companys
general creditors until distributed to the participant.
Dividend Equivalents. The administrator will
be able to grant dividend equivalents, which is a credit,
payable in cash or additional shares, awarded at the discretion
of the administrator, to the account of a participant in an
amount equal to the cash dividends paid on one share for each
share represented by an award. Dividend equivalents may be
subject to the same vesting restrictions as apply to a related
award.
Performance Goals. The granting
and/or
vesting of Awards of Restricted Stock, Restricted Stock Units,
Performance Shares and Performance Units may be made subject to
the attainment of Performance Goals. The Performance Goals may
differ from Participant to Participant and from Award to Award.
Any criteria used may be (A) measured in absolute terms,
(B) measured in terms of growth, (C) compared to
another company or companies, (D) measured against the
market as a whole
and/or
according to applicable market indices, (E) measured
against the performance of the Company as a whole or a segment
of the Company
and/or
(F) measured on a pre-tax or post-tax basis (if
applicable). Further, any Performance Goals may be used to
measure the performance of the Company as a whole or a portion
of the Company, or one or more product lines or specific markets
and may be measured relative to a peer group or index. The
Performance Goals may differ from Participant to Participant and
from Award to Award. Prior to the Determination Date, the
Administrator will determine whether any significant element(s)
will be included in or excluded from the calculation of any
Performance Goal with respect to any Participant. In all other
respects, Performance Goals will be calculated in accordance
with the Companys financial statements, generally accepted
accounting principles, or under a methodology established by the
Administrator prior to or at the time of the issuance of an
Award and which is consistently applied with respect to a
Performance Goal in the relevant Performance Period. In
addition, the Administrator will adjust any performance
criteria, Performance Goal or other feature of an Award that
relates to or is wholly or partially based on the number of, or
the value of, any stock of the Company, to reflect any stock
dividend or split, repurchase, recapitalization, combination, or
exchange of shares or other similar changes in such stock.
To the extent necessary to comply with the performance-based
compensation provisions of Section 162(m), with respect to
any award granted subject to performance goals, within the first
25% of the performance period, but in no event more than
90 days following the commencement of any performance
period (or such
45
other time as may be required or permitted by
Section 162(m)), the administrator will, in writing:
(i) designate one or more participants to whom an award
will be made, (ii) select the performance goals applicable
to the performance period, (iii) establish the performance
goals, and amounts of such awards, as applicable, which may be
earned for such performance period, and (iv) specify the
relationship between performance goals and the amounts of such
awards, as applicable, to be earned by each participant for such
performance period. Following the completion of each performance
period, the administrator will certify in writing whether the
applicable performance goals have been achieved for such
performance period. In determining the amounts earned by a
participant, the administrator will have the right to reduce or
eliminate (but not to increase) the amount payable at a given
level of performance to take into account additional factors
that the administrator may deem relevant to the assessment of
individual or corporate performance for the performance period.
A participant will be eligible to receive payment pursuant to an
award for a performance period only if the performance goals for
such period are achieved.
Transferability of Awards. Unless the
administrator provides otherwise, our Amended 2007 Plan does not
allow for the transfer of awards and only the recipient of an
award may exercise an award during his or her lifetime.
Change in Control. Our Amended 2007 Plan
provides that in the event of our change in control, as defined
in the Amended 2007 Plan, each outstanding award will be treated
as the administrator determines, including that the successor
corporation or its parent or subsidiary will assume or
substitute an equivalent award for each outstanding award. The
administrator is not required to treat all awards similarly. If
there is no assumption or substitution of outstanding awards,
the awards will fully vest, all restrictions will lapse, and the
awards will become fully exercisable. The administrator will
provide notice to the recipient that he or she has the right to
exercise the option and stock appreciation right as to all of
the shares subject to the award, all restrictions on restricted
stock will lapse, and all performance goals or other vesting
requirements for performance shares and units will be deemed
achieved at 100% of target levels, and all other terms and
conditions met. The option or stock appreciation right will
terminate upon the expiration of the period of time the
administrator provides in the notice. In the event the service
of an outside director is terminated on or following a change in
control, other than pursuant to a voluntary resignation, his or
her options and stock appreciation rights will fully vest and
become immediately exercisable, all restrictions on restricted
stock will lapse, and all performance goals or other vesting
requirements for performance shares and units will be deemed
achieved, and all other terms and conditions met.
Term. Our Amended 2007 Plan will automatically
terminate on March 2, 2017, unless we terminate it sooner.
In addition, our board of directors has the authority to amend,
alter, suspend or terminate the Amended 2007 Plan provided such
action does not impair the rights of any participant without the
written consent of such participant.
46
Number of
Awards Granted to Employees, Consultants, and
Directors
The number of Awards that an employee or consultant may receive
under the Amended 2007 Plan is in the discretion of the
Administrator and therefore cannot be determined in advance. As
described above, stock options are granted to outside directors
pursuant to a formula. The following table sets forth
(a) the aggregate number of shares of common stock subject
to options granted under the 2007 Equity Incentive Plan during
the last fiscal year and (b) the average per share exercise
price of such options.
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Number of
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Average per Share
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Name of Individual or Group
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Options Granted
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Exercise Price
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Magid M. Abraham, Ph.D.
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848,176
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$
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18.21
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Kenneth J. Tarpey
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50,891
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18.21
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Gian M. Fulgoni
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63,613
|
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|
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18.21
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Gregory T. Dale
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46,650
|
|
|
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18.21
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Christiana L. Lin
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33,715
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|
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18.21
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All executive officers, as a group
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1,043,045
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|
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18.21
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All directors who are not executive officers, as a group
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All employees who are not executive officers, as a group
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Federal
Tax Aspects
The following paragraphs are a summary of the general federal
income tax consequences to U.S. taxpayers and us of Awards
granted under the Amended 2007 Plan. Tax consequences for any
particular individual may be different.
Nonstatutory Stock Options. No taxable income
is reportable when a nonstatutory stock option with an exercise
price at least equal to the fair market value of the underlying
stock on the date of grant is granted to a participant. Upon
exercise, the participant will recognize ordinary income in an
amount equal to the excess of the fair market value (on the
exercise date) of the shares purchased over the exercise price
of the option. Any taxable income recognized in connection with
an option exercise by an employee of the Company is subject to
tax withholding by the Company. Any additional gain or loss
recognized upon any later disposition of the shares would be
capital gain or loss.
Incentive Stock Options. No taxable income is
reportable when an incentive stock option is granted or
exercised (except for purposes of the alternative minimum tax,
in which case taxation is the same as for nonstatutory stock
options). If the participant exercises the option and then later
sells or otherwise disposes of the shares more than two years
after the grant date and more than one year after the exercise
date, the difference between the sale price and the exercise
price will be taxed as capital gain or loss. If the participant
exercises the option and then later sells or otherwise disposes
of the shares before the end of the two- or one-year holding
periods described above, he or she generally will have ordinary
income at the time of the sale equal to the fair market value of
the shares on the exercise date (or the sale price, if less)
minus the exercise price of the option.
Stock Appreciation Rights. No taxable income
is reportable when a stock appreciation right with an exercise
price equal to the fair market value of the underlying stock on
the date of grant is granted to a participant. Upon exercise,
the participant will recognize ordinary income in an amount
equal to the amount of cash received and the fair market value
of any shares received. Any additional gain or loss recognized
upon any later disposition of the shares would be capital gain
or loss.
Restricted Stock, Restricted Stock Units, Performance
Units, Performance Shares, and Deferred Stock Units. A
participant generally will not have taxable income at the time
an Award of restricted stock, restricted stock units,
performance shares, performance units, or deferred stock units
are granted. Instead, he or she will recognize ordinary income
in the first taxable year in which his or her interest in the
shares underlying the Award becomes either (i) freely
transferable, or (ii) no longer subject to substantial risk
of forfeiture. However, the recipient of a restricted stock
Award may elect to recognize income at the time he or she
receives the
47
Aaard in an amount equal to the fair market value of the shares
underlying the award (less any cash paid for the shares) on the
date the Award is granted.
Dividend Equivalents. A participant will
recognize taxable income upon the payout of a dividend
equivalent.
Tax Effect for Us. We generally will be
entitled to a tax deduction in connection with an Award under
the Amended 2007 Plan in an amount equal to the ordinary income
realized by a participant and at the time the participant
recognizes such income (for example, the exercise of a
nonstatutory stock option). Special rules limit the
deductibility of compensation paid to our Chief Executive
Officer and to covered employees within the meaning
of Section 162(m). Under Section 162(m), the annual
compensation paid to any of these specified executives will be
deductible only to the extent that it does not exceed
$1,000,000. However, we can preserve the deductibility of
certain compensation in excess of $1,000,000 if the conditions
of Section 162(m) are met. These conditions include
stockholder approval of the Amended 2007 Plan, setting limits on
the number of awards that any individual may receive and for
awards other than certain stock options, establishing
performance criteria that must be met before the award actually
will vest or be paid. The Amended 2007 Plan has been designed to
permit the administrator to grant awards that qualify as
performance-based for purposes of satisfying the conditions of
Section 162(m), thereby permitting us to continue to
receive a federal income tax deduction in connection with such
awards.
Section 409A. Section 409A of the
Code, imposes certain restrictions on non-qualified deferred
compensation arrangements. These include requirements with
respect to an individuals election to defer compensation
and the individuals selection of the timing and form of
distribution of the deferred compensation. Section 409A
also generally provides that distributions must be made on or
following the occurrence of certain events (e.g., the
individuals separation from service, a predetermined date,
or the individuals death). Section 409A imposes
restrictions on an individuals ability to change his or
her distribution timing or form after the compensation has been
deferred. For certain individuals who are officers, subject to
certain exceptions, Section 409A requires that such
individuals distribution commence no earlier than six
months after such officers separation from service.
Awards granted under the Amended 2007 Plan with a deferral
feature, including nonstatutory stock options and stock
appreciation rights granted with an exercise price below the
fair market value of the underlying stock, will be subject to
the requirements of Section 409A. If an award is subject to
and fails to satisfy the requirements of Section 409A, the
recipient of that award may recognize ordinary income on the
amounts deferred under the award, to the extent vested, which
may be prior to when the compensation is actually or
constructively received. Also, if an award that is subject to
Section 409A fails to comply with Section 409As
provisions, Section 409A imposes an additional 20% federal
income tax on compensation recognized as ordinary income, as
well as possible interest charges and penalties. In addition,
certain states such as California adopted similar provisions.
THE FOREGOING IS ONLY A SUMMARY OF THE EFFECTS OF FEDERAL INCOME
TAXATION UPON PARTICIPANTS AND THE COMPANY WITH RESPECT TO
AWARDS UNDER THE AMENDED 2007 PLAN. IT DOES NOT PURPORT TO BE
COMPLETE, AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF A
PARTICIPANTS DEATH OR THE PROVISIONS OF THE INCOME TAX
LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE
PARTICIPANT MAY RESIDE.
Purpose
for Recommending Amendment of the Amended 2007 Plan and Approval
of its Material Terms
We believe that the amendments to the Amended 2007 Plan and the
approval of its material terms is essential to our continued
success. Our employees are our most valuable asset. Stock
options and other awards such as those provided under the
Amended 2007 Plan will substantially assist us in continuing to
attract and retain employees and non-employee directors in the
extremely competitive labor markets in which we compete. Such
awards are also crucial to our ability to motivate employees to
achieve our goals. We will benefit from increased stock
ownership by selected executives, other employees and
non-employee directors.
48
Required
Vote
You may vote for or against this foregoing
Proposal No. 5, or you may abstain. Approval of this
proposal requires the affirmative FOR vote of a
majority of the shares present in person or represented by proxy
at our 2011 annual meeting of stockholders and entitled to vote
thereon. Abstentions will have the same effect as a vote against
this proposal.
Recommendation
of Our Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE
FOR PROPOSAL NO. 5.
* * * * *
OTHER
INFORMATION
Other
Matters to be Presented at the Annual Meeting
We do not know of any matters to be presented at our 2011 annual
meeting of stockholders other than those described in this proxy
statement. If any other matters are properly brought before the
annual meeting, proxies will be voted in accordance with the
best judgment of the person or persons voting the proxies.
Security
Holder Communication with Board Members
Any holder of our common stock may contact the board of
directors or a specified individual director by writing to the
attention of the board of directors (or a specified individual
director) and sending such communication to the attention of our
Corporate Secretary at our executive offices as identified in
this proxy statement. Each communication from a stockholder
should include the following information in order to permit us
to confirm your status as a security holder and enable us to
send a response if deemed appropriate:
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the name, mailing address and telephone number of the security
holder sending the communication;
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the number and type of our securities owned by such security
holder; and
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if the security holder is not a record owner of our securities,
the name of the record owner of our securities beneficially
owned by the security holder.
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Our Corporate Secretary will forward all appropriate
communications to the board of directors or individual members
of the board of directors as specified in the communication. Our
Corporate Secretary may, but is not required to, review all
correspondence addressed to the board of directors, or any
individual member of the board of directors, for any
inappropriate correspondence more suitably directed to
management.
Stockholder
Proposals for 2012 Annual Meeting
Our bylaws provide for advance notice procedures to recommend a
person for nomination as a director or to propose business to be
considered by stockholders at a meeting. For the 2012 annual
meeting of stockholders, such nominations or proposals, other
than those made by or at the direction of the board of
directors, must be submitted in writing and received by our
Corporate Secretary at our offices no later than March 15,
2012, which is 90 days prior to the anniversary of the
expected first mailing date of this proxy statement. If our 2012
annual meeting of stockholders is moved more than 30 days
before or after the anniversary date of our 2011 annual meeting
of stockholders, then the deadline is the close of business on
the tenth day following the day notice of the date of the
meeting was mailed or made public, whichever occurs first. Such
proposals also must comply with all applicable requirements of
the rules and regulations of the SEC. The chairperson of the
stockholder meeting may refuse to acknowledge the introduction
of your proposal if it is not made in compliance with the
foregoing procedures or the applicable provisions of our bylaws.
In addition, for a stockholder proposal to be considered for
inclusion in our proxy statement for the 2012 annual meeting of
stockholders, the proposal must be submitted in writing and
received by our Corporate
49
Secretary at our offices at 11950 Democracy Drive,
Suite 600, Reston, Virginia 20190 no later than
February 14, 2012, which is 120 days prior to the
anniversary of the expected mailing date of this proxy statement.
Householding
of Annual Meeting Materials
Some banks, brokers and other nominee record holders may
participate in the practice of householding proxy
statements and their accompanying documents. This means that
only one copy of our proxy statement is sent to multiple
stockholders in your household. We will promptly deliver a
separate copy of these documents without charge to you upon
written request to comScore, Inc., 11950 Democracy Drive,
Suite 600, Reston, Virginia 20190, Attn: Investor
Relations. If you want to receive separate copies of our proxy
statements in the future, or if you are receiving multiple
copies and would like to receive only one copy per household,
you should contact your bank, broker or other nominee record
holder, or you may contact us at the above address and phone
number.
50
Appendix A
COMSCORE,
INC.
2007
EQUITY INCENTIVE PLAN
(As Amended
and Restated June 8, 2011)
1. Purposes of the Plan. The
purposes of this Plan are:
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to attract and retain the best available personnel for positions
of substantial responsibility,
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to provide additional incentive to Employees, Directors and
Consultants, and
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to promote the success of the Companys business.
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The Plan permits the grant of Incentive Stock Options,
Nonstatutory Stock Options, Restricted Stock, Restricted Stock
Units, Stock Appreciation Rights, Performance Units, Performance
Shares, Dividend Equivalents and Deferred Stock Units.
2. Definitions. As used
herein, the following definitions will apply:
(a) Administrator means the
Board or any of its Committees as will be administering the
Plan, in accordance with Section 4 of the Plan.
(b) Applicable Laws means
the requirements relating to the administration of equity-based
awards under U.S. state corporate laws, U.S. federal
and state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted
and the applicable laws of any foreign country or jurisdiction
where Awards are, or will be, granted under the Plan.
(c) Award means, individually or
collectively, a grant under the Plan of Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units,
Performance Units, Performance Shares, Dividend Equivalents and
Deferred Stock Units.
(d) Award Agreement means the
written or electronic agreement setting forth the terms and
provisions applicable to each Award granted under the Plan. The
Award Agreement is subject to the terms and conditions of the
Plan.
(e) Board means the Board of
Directors of the Company.
(f) Change in Control means the
occurrence of any of the following events:
(i) Any person (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) becomes the
beneficial owner (as defined in
Rule 13d-3
of the Exchange Act), directly or indirectly, of securities of
the Company representing fifty percent (50%) or more of the
total voting power represented by the Companys then
outstanding voting securities;
(ii) The consummation of the sale or disposition by the
Company of all or substantially all of the Companys assets;
(iii) A change in the composition of the Board occurring
within a two (2)-year period, as a result of which fewer than a
majority of the directors are Incumbent Directors.
Incumbent Directors means directors who either
(A) are Directors as of the effective date of the Plan, or
(B) are elected, or nominated for election, to the Board
with the affirmative votes of at least a majority of the
Incumbent Directors at the time of such election or nomination
(but will not include an individual whose election or nomination
is in connection with an actual or threatened proxy contest
relating to the election of directors to the Company); or
(iv) The consummation of a merger or consolidation of the
Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at
least fifty percent (50%) of the total voting power represented
by the voting securities of the Company or such surviving entity
or its parent outstanding immediately after such merger or
consolidation.
A-1
(g) Code means the Internal
Revenue Code of 1986, as amended. Any reference to a section of
the Code herein will be a reference to any successor or amended
section of the Code.
(h) Committee means a committee
of Directors or of other individuals satisfying Applicable Laws
appointed by the Board in accordance with Section 4 hereof.
(i) Common Stock means the common
stock of the Company.
(j) Company means comScore, Inc.,
a Delaware corporation, or any successor thereto.
(k) Consultant means any person,
including an advisor, engaged by the Company or a Parent or
Subsidiary to render services to such entity.
(l) Deferred Stock Unit means a
deferred stock unit Award granted to a Participant pursuant to
Section 11
(m) Determination Date means the
latest possible date that will not jeopardize the qualification
of an Award granted under the Plan as performance-based
compensation under Section 162(m) of the Code.
(n) Director means a member of
the Board.
(o) Disability means total and
permanent disability as defined in Section 22(e)(3) of the
Code, provided that in the case of Awards other than Incentive
Stock Options, the Administrator in its discretion may determine
whether a permanent and total disability exists in accordance
with uniform and non-discriminatory standards adopted by the
Administrator from time to time.
(p) Dividend Equivalent means a
credit, payable in cash, made at the discretion of the
Administrator, to the account of a Participant in an amount
equal to the cash dividends paid on one Share for each Share
represented by an Award held by such Participant.
(q) Employee means any person,
including Officers and Directors, employed by the Company or any
Parent or Subsidiary of the Company. Neither service as a
Director nor payment of a directors fee by the Company
will be sufficient to constitute employment by the
Company.
(r) Exchange Act means the
Securities Exchange Act of 1934, as amended.
(s) Fair Market Value means, as
of any date, the value of Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or a national market system, including without
limitation the Nasdaq Global Select Market, the Nasdaq Global
Market or the Nasdaq Capital Market of The Nasdaq Stock Market,
its Fair Market Value will be the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted
on such exchange or system on the day of determination, as
reported in The Wall Street Journal or such other source
as the Administrator deems reliable;
(ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not
reported, the Fair Market Value of a Share will be the mean
between the high bid and low asked prices for the Common Stock
on the day of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems
reliable;
(iii) For purposes of any Awards granted on the
Registration Date, the Fair Market Value will be the initial
price to the public as set forth in the final prospectus
included within the registration statement in
Form S-1
filed with the Securities and Exchange Commission for the
initial public offering of the Companys Common
Stock; or
(iv) In the absence of an established market for the Common
Stock, the Fair Market Value will be determined in good faith by
the Administrator.
(t) Fiscal Year means the fiscal
year of the Company.
A-2
(u) Incentive Stock Option means
an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
(v) Inside Director means a
Director who is an Employee.
(w) Nonstatutory Stock Option
means an Option that by its terms does not qualify or is not
intended to qualify as an Incentive Stock Option.
(x) Officer means a person who is
an officer of the Company within the meaning of Section 16
of the Exchange Act and the rules and regulations promulgated
thereunder.
(y) Option means a stock option
granted pursuant to the Plan.
(z) Outside Director means a
Director who is not an Employee.
(aa) Parent means a parent
corporation, whether now or hereafter existing, as defined
in Section 424(e) of the Code.
(bb) Participant means the holder
of an outstanding Award.
(cc) Performance Goals means the
goal(s) (or combined goal(s)) determined by the Administrator
(in its discretion) to be applicable to a Participant with
respect to an Award. As determined by the Administrator, the
Performance Goals applicable to an Award may provide for a
targeted level or levels of achievement using one or more of the
following measures: (i) attainment of research and
development milestones, (ii) bookings, (iii) business
divestitures and acquisitions, (iv) cash flow (including
free cash flow), (v) cash position, (vi) contract
awards or backlog, (vii) customer renewals,
(viii) customer retention rates from an acquired company,
business unit or division, (ix) earnings (which may include
earnings before interest and taxes, earnings before interest,
taxes, depreciation and amortization, and net earnings),
(x) earnings per Share, (xi) expenses,
(xii) gross margin, (xiii) growth in stockholder value
relative to the moving average of the S&P 500 Index or
another index, (xiv) internal rate of return,
(xv) market share, (xvi) net income, (xvii) net
profit, (xviii) net sales, (xix) new product
development, (xx) new product invention or innovation,
(xxi) number of customers, (xxii) operating cash flow,
(xxiii) operating expenses, (xxiv) operating income,
(xxv) operating margin, (xxvi) overhead or other
expense reduction, (xxvii) product defect measures,
(xxviii) product release timelines,
(xxix) productivity, (xxx) profit, (xxxi) return
on assets, (xxxii) return on capital, (xxxiii) return
on equity, (xxxiv) return on investment, (xxxv) return
on sales, (xxxvi) revenue, (xxxvii) revenue growth,
(xxxviii) sales results, (xxxix) sales growth,
(xl) stock price, (xli) time to market,
(xlii) total stockholder return, and (xliii) working
capital. The Performance Goals may differ from Participant to
Participant and from Award to Award. Any criteria used may be
measured, as applicable, (1) in absolute terms, (2) in
relative terms (including, but not limited to, passage of time
and/or
against another company or companies), (3) on a per-share
basis, (4) against the performance of the Company as a
whole or a portion of the Company, and (5) on a pre-tax or
after-tax basis.
(dd) Performance Period means any
Fiscal Year of the Company or such shorter or longer period as
determined by the Administrator in its sole discretion.
(ee) Performance Share means an
Award denominated in Shares which may be earned in whole or in
part upon attainment of performance goals or other vesting
criteria as the Administrator may determine pursuant to
Section 10.
(ff) Performance Unit means an
Award which may be earned in whole or in part upon attainment of
performance goals or other vesting criteria as the Administrator
may determine and which may be settled for cash, Shares or other
securities or a combination of the foregoing pursuant to
Section 10.
(gg) Period of Restriction means
the period during which the transfer of Shares of Restricted
Stock are subject to restrictions and therefore, the Shares are
subject to a substantial risk of forfeiture. Such restrictions
may be based on the passage of time, the achievement of target
levels of performance, or the occurrence of other events as
determined by the Administrator.
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(hh) Plan means this 2007 Equity
Incentive Plan.
(ii) Registration Date means the
effective date of the first registration statement that is filed
by the Company and declared effective pursuant to
Section 12(g) of the Exchange Act, with respect to any
class of the Companys securities.
(jj) Restricted Stock means
Shares issued pursuant to a Restricted Stock award under
Section 7 of the Plan, or issued pursuant to the early
exercise of an Option.
(kk) Restricted Stock Unit means
a bookkeeping entry representing an amount equal to the Fair
Market Value of one Share, granted pursuant to Section 8.
Each Restricted Stock Unit represents an unfunded and unsecured
obligation of the Company.
(ll) Rule 16b-3
means
Rule 16b-3
of the Exchange Act or any successor to
Rule 16b-3,
as in effect when discretion is being exercised with respect to
the Plan.
(mm) Section 16(b) means
Section 16(b) of the Exchange Act.
(nn) Service Provider means an
Employee, Director or Consultant.
(oo) Share means a share of the
Common Stock, as adjusted in accordance with Section 15 of
the Plan.
(pp) Stock Appreciation Right
means an Award, granted alone or in connection with an Option,
that pursuant to Section 9 is designated as a Stock
Appreciation Right.
(qq) Subsidiary means a
subsidiary corporation, whether now or hereafter
existing, as defined in Section 424(f) of the Code.
3. Stock Subject to the Plan.
(a) Stock Subject to the
Plan. Subject to the provisions of
Section 15 of the Plan, the maximum aggregate number of
Shares that may be issued under the Plan is
1,400,000 Shares (following the
1-for-5
reverse stock split of the Companys outstanding capital
stock occurring on June 21, 2007), plus (i) any Shares
that, as of the Registration Date, have been reserved but not
issued pursuant to any awards granted under the Companys
Incentive Plan (the Existing Plan) and are
not subject to any awards granted thereunder, and (ii) any
Shares subject to stock options or similar awards granted under
the Existing Plan that expire or otherwise terminate without
having been exercised in full and Shares issued pursuant to
awards granted under the Existing Plan that are forfeited to or
repurchased by the Company, with the maximum number of Shares to
be added to the Plan pursuant to clauses (i) and
(ii) equal to 1,000,000 Shares. The Shares may be
authorized, but unissued, or reacquired Common Stock.
(b) Automatic Share Reserve
Increase. The number of Shares available for
issuance under the Plan will be increased on the first day of
each Fiscal Year beginning with the 2008 Fiscal Year, in an
amount equal to the least of (i) 1,800,000 Shares,
(ii) 4% of the outstanding Shares on the last day of the
immediately preceding Fiscal Year or (iii) such number of
Shares determined by the Board.
(c) Lapsed Awards. If an Award
expires or becomes unexercisable without having been exercised
in full, is surrendered pursuant to an Exchange Program, or,
with respect to Restricted Stock, Restricted Stock Units,
Performance Units or Performance Shares, is forfeited to or
repurchased by the Company due to failure to vest, the
unpurchased Shares (or for Awards other than Options or Stock
Appreciation Rights the forfeited or repurchased Shares) which
were subject thereto will become available for future grant or
sale under the Plan (unless the Plan has terminated). With
respect to Stock Appreciation Rights, only Shares actually
issued pursuant to a Stock Appreciation Right will cease to be
available under the Plan; all remaining Shares under Stock
Appreciation Rights will remain available for future grant or
sale under the Plan (unless the Plan has terminated). Shares
that have actually been issued under the Plan under any Award
will not be returned to the Plan and will not become available
for future distribution under the Plan; provided, however, that
if Shares issued pursuant to Awards of Restricted Stock,
Restricted Stock Units, Performance Shares or Performance Units
are repurchased by the Company or are forfeited to the Company,
such Shares will become available for
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future grant under the Plan. Shares used to pay the exercise
price of an Award or to satisfy the tax withholding obligations
related to an Award will become available for future grant or
sale under the Plan. To the extent an Award under the Plan is
paid out in cash rather than Shares, such cash payment will not
result in reducing the number of Shares available for issuance
under the Plan. Notwithstanding the foregoing and, subject to
adjustment as provided in Section 15, the maximum number of
Shares that may be issued upon the exercise of Incentive Stock
Options will equal the aggregate Share number stated in
Section 3(a), plus, to the extent allowable under
Section 422 of the Code and the Treasury Regulations
promulgated thereunder, any Shares that become available for
issuance under the Plan pursuant to Sections 3(b) and 3(c).
(d) Share Reserve. The Company,
during the term of this Plan, will at all times reserve and keep
available such number of Shares as will be sufficient to satisfy
the requirements of the Plan.
4. Administration of the Plan.
(a) Procedure.
(i) Multiple Administrative
Bodies. Different Committees with respect to
different groups of Service Providers may administer the Plan.
(ii) Section 162(m). To the
extent that the Administrator determines it to be desirable to
qualify Awards granted hereunder as performance-based
compensation within the meaning of Section 162(m) of
the Code, the Plan will be administered by a Committee of two
(2) or more outside directors within the
meaning of Section 162(m) of the Code.
(iii) Rule 16b-3. To
the extent desirable to qualify transactions hereunder as exempt
under
Rule 16b-3,
the transactions contemplated hereunder will be structured to
satisfy the requirements for exemption under
Rule 16b-3.
(iv) Other Administration. Other
than as provided above, the Plan will be administered by
(A) the Board or (B) a Committee, which committee will
be constituted to satisfy Applicable Laws.
(b) Powers of the
Administrator. Subject to the provisions of
the Plan, and in the case of a Committee, subject to the
specific duties delegated by the Board to such Committee, the
Administrator will have the authority, in its discretion:
(i) to determine the Fair Market Value;
(ii) to select the Service Providers to whom Awards may be
granted hereunder;
(iii) to determine the number of Shares to be covered by
each Award granted hereunder;
(iv) to approve forms of Award Agreements for use under the
Plan;
(v) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any Award granted hereunder. Such
terms and conditions include, but are not limited to, the
exercise price, the time or times when Awards may be exercised
(which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Award or the Shares
relating thereto, based in each case on such factors as the
Administrator will determine;
(vi) to construe and interpret the terms of the Plan and
Awards granted pursuant to the Plan;
(vii) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating
to sub-plans
established for the purpose of satisfying applicable foreign
laws;
(viii) to modify or amend each Award (subject to
Section 21(c) of the Plan), including but not limited to
the discretionary authority to extend the post-termination
exercisability period of Awards and to extend the maximum term
of an Option (subject to Section 6(c) regarding Incentive
Stock Options);
(ix) to allow Participants to satisfy withholding tax
obligations in such manner as prescribed in Section 17;
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(x) to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Award
previously granted by the Administrator;
(xi) to allow a Participant to defer the receipt of the
payment of cash or the delivery of Shares that would otherwise
be due to such Participant under an Award; and
(xii) to make all other determinations deemed necessary or
advisable for administering the Plan.
(c) Effect of Administrators
Decision. The Administrators decisions,
determinations and interpretations will be final and binding on
all Participants and any other holders of Awards.
5. Eligibility. Nonstatutory
Stock Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Performance Shares, Performance Units,
Dividend Equivalents and Deferred Stock Units may be granted to
Service Providers. Incentive Stock Options may be granted only
to Employees.
6. Stock Options.
(a) Limitations. Each Option will
be designated in the Award Agreement as either an Incentive
Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the
aggregate Fair Market Value of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by
the Participant during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds one hundred
thousand dollars ($100,000), such Options will be treated as
Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options will be taken into
account in the order in which they were granted. The Fair Market
Value of the Shares will be determined as of the time the Option
with respect to such Shares is granted.
(b) Number of Shares. The
Administrator will have complete discretion to determine the
number of Shares subject to Options granted to any Service
Provider; provided, however, no Service Provider will be granted
Options covering more than 1,000,000 Shares during any
Fiscal Year. In connection with his or her initial service as an
Employee, a Service Provider may be granted Options to purchase
up to an additional 1,000,000 Shares, which will not count
against the limit set forth above. The foregoing limitations
will be adjusted proportionately in connection with any change
in the Companys capitalization as described in
Section 15.
(c) Term of Option. The term of
each Option will be stated in the Award Agreement. In the case
of an Incentive Stock Option, the term will be ten
(10) years from the date of grant or such shorter term as
may be provided in the Award Agreement. Moreover, in the case of
an Incentive Stock Option granted to a Participant who, at the
time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any
Parent or Subsidiary, the term of the Incentive Stock Option
will be five (5) years from the date of grant or such
shorter term as may be provided in the Award Agreement.
(d) Option Exercise Price and Consideration.
(i) Exercise Price. The per share
exercise price for the Shares to be issued pursuant to exercise
of an Option will be determined by the Administrator, subject to
the following:
(1) In the case of an Incentive Stock Option
a) granted to an Employee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the per Share exercise
price will be no less than one hundred ten percent (110%) of the
Fair Market Value per Share on the date of grant.
b) granted to any Employee other than an Employee described
in paragraph (A) immediately above, the per Share exercise
price will be no less than one hundred percent (100%) of the
Fair Market Value per Share on the date of grant.
(2) In the case of a Nonstatutory Stock Option, the per
Share exercise price will be no less than one hundred percent
(100%) of the Fair Market Value per Share on the date of grant.
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(3) Notwithstanding the foregoing, Options may be granted
with a per Share exercise price of less than one hundred percent
(100%) of the Fair Market Value per Share on the date of grant
pursuant to a transaction described in, and in a manner
consistent with, Section 424(a) of the Code.
(ii) Waiting Period and Exercise
Dates. At the time an Option is granted, the
Administrator will fix the period within which the Option may be
exercised and will determine any conditions that must be
satisfied before the Option may be exercised.
(iii) Form of Consideration. The
Administrator will determine the acceptable form of
consideration for exercising an Option, including the method of
payment. In the case of an Incentive Stock Option, the
Administrator will determine the acceptable form of
consideration at the time of grant. Such consideration may
consist entirely of: (1) cash; (2) check;
(3) promissory note, (4) other Shares, provided that
such Shares have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which
such Option will be exercised and provided that accepting such
Shares, in the sole discretion of the Administrator, will not
result in any adverse accounting consequences to the Company;
(5) consideration received by the Company under a
broker-assisted (or other) cashless exercise program implemented
by the Company in connection with the Plan; (6) any
combination of the foregoing methods of payment; or
(7) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws.
(e) Exercise of Option.
(i) Procedure for Exercise; Rights as a
Stockholder. Any Option granted hereunder
will be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the
Administrator and set forth in the Award Agreement. An Option
may not be exercised for a fraction of a Share.
An Option will be deemed exercised when the Company receives:
(i) notice of exercise (in such form as the Administrator
may specify from time to time) from the person entitled to
exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised (together with
applicable withholding taxes). Full payment may consist of any
consideration and method of payment authorized by the
Administrator and permitted by the Award Agreement and the Plan.
Shares issued upon exercise of an Option will be issued in the
name of the Participant or, if requested by the Participant, in
the name of the Participant and his or her spouse. Until the
Shares are issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of
the Company), no right to vote or receive dividends or any other
rights as a stockholder will exist with respect to the Shares
subject to an Option, notwithstanding the exercise of the
Option. The Company will issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment
will be made for a dividend or other right for which the record
date is prior to the date the Shares are issued, except as
provided in Section 13 of the Plan.
Exercising an Option in any manner will decrease the number of
Shares thereafter available, both for purposes of the Plan and
for sale under the Option, by the number of Shares as to which
the Option is exercised.
(ii) Termination of Relationship as a Service
Provider. If a Participant ceases to be a
Service Provider, other than upon the Participants
termination as the result of the Participants death or
Disability, the Participant may exercise his or her Option
within such period of time as is specified in the Award
Agreement to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the
term of such Option as set forth in the Award Agreement). In the
absence of a specified time in the Award Agreement, the Option
will remain exercisable for three (3) months following the
Participants termination. Unless otherwise provided by the
Administrator, if on the date of termination the Participant is
not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option will revert to the Plan. If
after termination the Participant does not exercise his or her
Option within the time specified by the Administrator, the
Option will terminate, and the Shares covered by such Option
will revert to the Plan.
(iii) Disability of
Participant. If a Participant ceases to be a
Service Provider as a result of the Participants
Disability, the Participant may exercise his or her Option
within such period of time as is
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specified in the Award Agreement to the extent the Option is
vested on the date of termination (but in no event later than
the expiration of the term of such Option as set forth in the
Award Agreement). In the absence of a specified time in the
Award Agreement, the Option will remain exercisable for twelve
(12) months following the Participants termination.
Unless otherwise provided by the Administrator, if on the date
of termination the Participant is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the
Option will revert to the Plan. If after termination the
Participant does not exercise his or her Option within the time
specified herein, the Option will terminate, and the Shares
covered by such Option will revert to the Plan.
(iv) Death of Participant. If a
Participant dies while a Service Provider, the Option may be
exercised following the Participants death within such
period of time as is specified in the Award Agreement to the
extent that the Option is vested on the date of death (but in no
event may the option be exercised later than the expiration of
the term of such Option as set forth in the Award Agreement), by
the Participants designated beneficiary, provided such
beneficiary has been designated prior to Participants
death in a form acceptable to the Administrator. If no such
beneficiary has been designated by the Participant, then such
Option may be exercised by the personal representative of the
Participants estate or by the person(s) to whom the Option
is transferred pursuant to the Participants will or in
accordance with the laws of descent and distribution. In the
absence of a specified time in the Award Agreement, the Option
will remain exercisable for twelve (12) months following
Participants death. Unless otherwise provided by the
Administrator, if at the time of death Participant is not vested
as to his or her entire Option, the Shares covered by the
unvested portion of the Option will immediately revert to the
Plan. If the Option is not so exercised within the time
specified herein, the Option will terminate, and the Shares
covered by such Option will revert to the Plan.
7. Restricted Stock.
(a) Grant of Restricted
Stock. Subject to the terms and provisions of
the Plan, the Administrator, at any time and from time to time,
may grant Shares of Restricted Stock to Service Providers in
such amounts as the Administrator, in its sole discretion, will
determine.
(b) Restricted Stock
Agreement. Each Award of Restricted Stock
will be evidenced by an Award Agreement that will specify the
Period of Restriction, the number of Shares granted, and such
other terms and conditions as the Administrator, in its sole
discretion, will determine. Notwithstanding the foregoing, for
Awards of Restricted Stock intended to qualify as
performance-based compensation within the meaning of
Section 162(m) of the Code, during any Fiscal Year no
Service Provider will receive more than an aggregate of
300,000 Shares of Restricted Stock; provided, however, that
in connection with a Service Providers initial service as
an Employee, for Restricted Stock intended to qualify as
performance-based compensation within the meaning of
Section 162(m) of the Code, the Service may be granted an
aggregate of up to an additional 300,000 Shares of
Restricted Stock. The foregoing limitations will be adjusted
proportionately in connection with any changes in the
Companys capitalization as described in Section 15.
Unless the Administrator determines otherwise, the Company as
escrow agent will hold Shares of Restricted Stock until the
restrictions on such Shares have lapsed.
(c) Transferability. Except as
provided in this Section 7, Shares of Restricted Stock may
not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the end of the applicable Period
of Restriction.
(d) Other Restrictions. The
Administrator, in its sole discretion, may impose such other
restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate.
(e) Removal of
Restrictions. Except as otherwise provided in
this Section 7, Shares of Restricted Stock covered by each
Restricted Stock grant made under the Plan will be released from
escrow as soon as practicable after the last day of the Period
of Restriction or at such other time as the Administrator may
determine. The Administrator, in its discretion, may accelerate
the time at which any restrictions will lapse or be removed.
Unless otherwise provided by the Administrator, all Shares of
Restricted Stock for which restrictions have not lapsed at the
time of the Participants termination as a Service Provider
for any or no reason, will be forfeited and automatically
transferred to and reacquired by the Company and will revert to
the
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Plan and become available for future grant under the Plan upon
the date of such termination and the Participant will have no
further rights thereunder.
(f) Voting Rights. During the
Period of Restriction, Service Providers holding Shares of
Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless the Administrator
determines otherwise.
(g) Dividends and Other
Distributions. During the Period of
Restriction, Service Providers holding Shares of Restricted
Stock will be entitled to receive all dividends and other
distributions paid with respect to such Shares, unless the
Administrator provides otherwise. If any such dividends or
distributions are paid in Shares, the Shares will be subject to
the same restrictions on transferability and forfeitability as
the Shares of Restricted Stock with respect to which they were
paid.
(h) Return of Restricted Stock to
Company. On the date set forth in the Award
Agreement, the Restricted Stock for which restrictions have not
lapsed will revert to the Company and again will become
available for grant under the Plan.
(i) Section 162(m) Performance
Restrictions. For purposes of qualifying
grants of Restricted Stock as performance-based
compensation under Section 162(m) of the Code, the
Administrator, in its discretion, may set restrictions based
upon the achievement of Performance Goals. The Performance Goals
will be set by the Administrator on or before the Determination
Date. In granting Restricted Stock which is intended to qualify
under Section 162(m) of the Code, the Administrator will
follow any procedures determined by it from time to time to be
necessary or appropriate to ensure qualification of the Award
under Section 162(m) of the Code (e.g., in determining the
Performance Goals.
8. Restricted Stock Units.
(a) Grant. Restricted Stock Units
may be granted at any time and from time to time as determined
by the Administrator. After the Administrator determines that it
will grant Restricted Stock Units under the Plan, it will advise
the Participant in an Award Agreement of the terms, conditions,
and restrictions related to the grant, including the number of
Restricted Stock Units. Notwithstanding the foregoing, for
Awards of Restricted Stock Units intended to qualify as
performance-based compensation within the meaning of
Section 162(m) of the Code, during any Fiscal Year no
Service Provider will receive more than an aggregate of 300,000
Restricted Stock Units; provided, however, that in connection
with a Service Providers initial service as an Employee,
for Restricted Stock Units intended to qualify as
performance-based compensation within the meaning of
Section 162(m) of the Code, the Service may be granted an
aggregate of up to an additional 300,000 Restricted Stock Units.
The foregoing limitations will be adjusted proportionately in
connection with any change in the Companys capitalization
as described in Section 15.
(b) Vesting Criteria and Other
Terms. The Administrator will set vesting
criteria in its discretion, which, depending on the extent to
which the criteria are met, will determine the number of
Restricted Stock Units that will be paid out to the Participant.
The Administrator may set vesting criteria based upon the
achievement of Company-wide, business unit, or individual goals
(including, but not limited to, continued employment), or any
other basis determined by the Administrator in its discretion.
(c) Earning Restricted Stock
Units. Upon meeting the applicable vesting
criteria, the Participant will be entitled to receive a payout
as determined by the Administrator. Notwithstanding the
foregoing, at any time after the grant of Restricted Stock
Units, the Administrator, in its sole discretion, may reduce or
waive any vesting criteria that must be met to receive a payout.
Unless otherwise provided by the Administrator, all Restricted
Stock Units that have not vested at the time of the
Participants termination as a Service Provider for any or
no reason, will be forfeited to the Company and will revert to
the Plan and become available for future grant under the Plan
upon the date of such termination and the Participants
right to receive any Shares or payment thereunder will
immediately terminate.
(d) Form and Timing of
Payment. Payment of earned Restricted Stock
Units will be made as soon as practicable after the date(s)
determined by the Administrator and set forth in the Award
Agreement. The
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Administrator, in its sole discretion, may only settle earned
Restricted Stock Units in cash, Shares, or a combination of both.
(e) Cancellation. On the date set
forth in the Award Agreement, all unearned Restricted Stock
Units will be forfeited to the Company.
(f) Section 162(m) Performance
Restrictions. For purposes of qualifying
grants of Restricted Stock Units as performance-based
compensation under Section 162(m) of the Code, the
Administrator, in its discretion, may set restrictions based
upon the achievement of Performance Goals. The Performance Goals
will be set by the Administrator on or before the Determination
Date. In granting Restricted Stock Units which are intended to
qualify under Section 162(m) of the Code, the Administrator
will follow any procedures determined by it from time to time to
be necessary or appropriate to ensure qualification of the Award
under Section 162(m) of the Code (e.g., in determining the
Performance Goals).
9. Stock Appreciation Rights.
(a) Grant of Stock Appreciation
Rights. Subject to the terms and conditions
of the Plan, a Stock Appreciation Right may be granted to
Service Providers at any time and from time to time as will be
determined by the Administrator, in its sole discretion.
(b) Number of Shares. The
Administrator will have complete discretion to determine the
number of Stock Appreciation Rights granted to any Participant,
provided that during any Fiscal Year, no Service Provider will
be granted Stock Appreciation Rights covering more than
1,000,000 Shares. Notwithstanding the foregoing limitation,
in connection with a Service Providers initial service as
an Employee, the Service Provider may be granted Stock
Appreciation Rights covering up to an additional
1,000,000 Shares. The foregoing limitations will be
adjusted proportionately in connection with any change in the
Companys capitalization as described in Section 15.
(c) Exercise Price and Other
Terms. The per share exercise price for the
Shares to be issued pursuant to exercise of a Stock Appreciation
Right will be determined by the Administrator and will be no
less than one hundred percent (100%) of the Fair Market Value
per Share on the date of grant. Otherwise, subject to
Section 6(a) of the Plan, the Administrator, subject to the
provisions of the Plan, will have complete discretion to
determine the terms and conditions of Stock Appreciation Rights
granted under the Plan.
(d) Stock Appreciation Right
Agreement. Each Stock Appreciation Right
grant will be evidenced by an Award Agreement that will specify
the exercise price, the term of the Stock Appreciation Right,
the conditions of exercise, and such other terms and conditions
as the Administrator, in its sole discretion, will determine.
(e) Expiration of Stock Appreciation
Rights. A Stock Appreciation Right granted
under the Plan will expire upon the date determined by the
Administrator, in its sole discretion, and set forth in the
Award Agreement. Notwithstanding the foregoing, the rules of
Section 6(d) also will apply to Stock Appreciation Rights.
(f) Payment of Stock Appreciation Right
Amount. Upon exercise of a Stock Appreciation
Right, a Participant will be entitled to receive payment from
the Company in an amount determined by multiplying:
(i) The difference between the Fair Market Value of a Share
on the date of exercise over the exercise price; times
(ii) The number of Shares with respect to which the Stock
Appreciation Right is exercised.
At the discretion of the Administrator, the payment upon Stock
Appreciation Right exercise may be in cash, in Shares of
equivalent value, or in some combination thereof.
10. Performance Units and Performance
Shares.
(a) Grant of Performance
Units/Shares. Performance Units and
Performance Shares may be granted to Service Providers at any
time and from time to time, as will be determined by the
Administrator, in its sole discretion. The Administrator will
have complete discretion in determining the number of
Performance Units and Performance Shares granted to each
Participant, provided that during any Fiscal Year for Awards of
A-10
Performance Units or Performance Shares intended to qualify as
performance-based compensation within the meaning of
Section 162(m) of the Code, (i) no Participant will
receive more than 300,000 Performance Shares, and (ii) no
Participant will receive Performance Units having an initial
value greater than $4,000,000. Notwithstanding the foregoing
limitation, in connection with a Participants initial
service as an Employee, for Performance Shares intended to
qualify as performance-based compensation within the
meaning of Section 162(m) of the Code, an Employee may be
granted up to an additional 300,000 Performance Shares. The
foregoing limitations will be adjusted proportionately in
connection with any change in the Companys capitalization
as described in Section 15.
(b) Value of Performance
Units/Shares. Each Performance Unit will have
an initial value that is established by the Administrator on or
before the date of grant. Each Performance Share will have an
initial value equal to the Fair Market Value of a Share on the
date of grant.
(c) Performance Objectives and Other Terms.
(i) General. The Administrator
will set performance objectives or other vesting provisions
(including, without limitation, continued status as a Service
Provider) in its discretion which, depending on the extent to
which they are met, will determine the number or value of
Performance Units/Shares that will be paid out to the
Participant. Each Award of Performance Units/Shares will be
evidenced by an Award Agreement that will specify the
Performance Period, and such other terms and conditions as the
Administrator, in its sole discretion, will determine. The
Administrator may set performance objectives based upon the
achievement of Company-wide, divisional, or individual goals,
applicable federal or state securities laws, or any other basis
determined by the Administrator in its discretion.
(ii) Section 162(m) Performance
Objectives. For purposes of qualifying grants
of Performance Units/Shares as performance-based
compensation under Section 162(m) of the Code, the
Administrator, in its discretion, may determine that the
performance objectives applicable to Performance Units/Shares
will be based on the achievement of Performance Goals. In
granting Performance Units/Shares which are intended to qualify
as performance-based compensation under
Section 162(m) of the Code, the Administrator will follow
any procedures determined by it from time to time to be
necessary or appropriate to ensure qualification of the
Performance Units/Shares under Section 162(m) of the Code
(e.g., in determining the Performance Goals).
(d) Earning of Performance
Units/Shares. After the applicable
Performance Period has ended, the holder of Performance
Units/Shares will be entitled to receive a payout of the number
of Performance Units/Shares earned by the Participant over the
Performance Period, to be determined as a function of the extent
to which the corresponding performance objectives or other
vesting provisions have been achieved. After the grant of a
Performance Unit/Share, the Administrator, in its sole
discretion, may reduce or waive any performance objectives or
other vesting provisions for such Performance Unit/Share. Unless
otherwise provided by the Administrator, all Performance
Units/Shares that are unearned or unvested at the time of the
Participants termination as a Service Provider for any or
no reason, will be forfeited to the Company and will revert to
the Plan and become available for future grant under the Plan
upon the date of such termination and the Participants
right to receive any Shares or payment thereunder will
immediately terminate.
(e) Form and Timing of Payment of Performance
Units/Shares. Payment of earned Performance
Units/Shares will be made as soon as practicable after the
expiration of the applicable Performance Period. The
Administrator, in its sole discretion, may pay earned
Performance Units/Shares in the form of cash, in Shares (which
have an aggregate Fair Market Value equal to the value of the
earned Performance Units/Shares at the close of the applicable
Performance Period) or in a combination thereof.
(f) Cancellation of Performance
Units/Shares. On the date set forth in the
Award Agreement, all unearned or unvested Performance
Units/Shares will be forfeited to the Company, and again will be
available for grant under the Plan.
(g) Section 162(m) Performance
Restrictions. For purposes of qualifying
grants of Performance Units/Shares as performance-based
compensation under Section 162(m) of the Code, the
Administrator, in its discretion, may set restrictions based
upon the achievement of Performance Goals. The Performance Goals
will be set by the Administrator on or before the Determination
Date. In granting Performance Units/Shares
A-11
which are intended to qualify under Section 162(m) of the
Code, the Administrator will follow any procedures determined by
it from time to time to be necessary or appropriate to ensure
qualification of the Award under Section 162(m) of the Code
(e.g., in determining the Performance Goals).
11. Deferred Stock Units.
(a) General. Deferred Stock Units
will consist of Restricted Stock, Restricted Stock Unit,
Performance Share or Performance Unit Awards that the
Administrator, in its sole discretion, permits to be paid out in
installments or on a deferred basis, in accordance with rules
and procedures established by the Administrator. Deferred Stock
Units will remain subject to the claims of the Companys
general creditors until distributed to the Participant.
(b) Code
Section 162(m). Deferred Stock Units
intended to qualify as performance-based
compensation within the meaning of Section 162(m) of
the Code will be subject to the annual Code Section 162(m)
limits applicable to the underlying Restricted Stock, Restricted
Stock Unit, Performance Share or Performance Unit Award as set
forth in Section 7(b), 8(a) or 10(a), as applicable.
12. Performance-Based Compensation Under Code
Section 162(m).
(a) General. If the Administrator,
in its discretion, decides to grant an Award intended to qualify
as performance-based compensation under
Section 162(m) of the Code, the provisions of this
Section 12 will control over any contrary provision in the
Plan; provided, however, that the Administrator may in its
discretion grant Awards that are not intended to qualify as
performance-based compensation under
Section 162(m) of the Code to such Participants that are
based on Performance Goals or other specific criteria or goals
but that do not satisfy the requirements of this Section 12.
(b) Performance Goals. The
granting
and/or
vesting of Awards of Restricted Stock, Restricted Stock Units,
Performance Shares and Performance Units may be made subject to
the attainment of Performance Goals. The Performance Goals may
differ from Participant to Participant and from Award to Award.
Any criteria used may be (A) measured in absolute terms,
(B) measured in terms of growth, (C) compared to
another company or companies, (D) measured against the
market as a whole
and/or
according to applicable market indices, (E) measured
against the performance of the Company as a whole or a segment
of the Company
and/or
(F) measured on a pre-tax or post-tax basis (if
applicable). Further, any Performance Goals may be used to
measure the performance of the Company as a whole or a portion
of the Company, or one or more product lines or specific markets
and may be measured relative to a peer group or index. The
Performance Goals may differ from Participant to Participant and
from Award to Award. Prior to the Determination Date, the
Administrator will determine whether any significant element(s)
will be included in or excluded from the calculation of any
Performance Goal with respect to any Participant. In all other
respects, Performance Goals will be calculated in accordance
with the Companys financial statements, generally accepted
accounting principles, or under a methodology established by the
Administrator prior to or at the time of the issuance of an
Award and which is consistently applied with respect to a
Performance Goal in the relevant Performance Period. In
addition, the Administrator will adjust any performance
criteria, Performance Goal or other feature of an Award that
relates to or is wholly or partially based on the number of, or
the value of, any stock of the Company, to reflect any stock
dividend or split, repurchase, recapitalization, combination, or
exchange of shares or other similar changes in such stock.
(c) Procedures. To the extent
necessary to comply with the performance-based compensation
provisions of Section 162(m) of the Code, with respect to
any Award granted subject to Performance Goals and intended to
qualify as performance-based compensation under
Section 162(m) of the Code, within the first twenty-five
percent (25%) of the Performance Period, but in no event more
than ninety (90) days following the commencement of any
Performance Period (or such other time as may be required or
permitted by Section 162(m) of the Code), the Administrator
will, in writing, (i) designate one or more Participants to
whom an Award will be made, (ii) select the Performance
Goals applicable to the Performance Period, (iii) establish
the Performance Goals, and amounts of such Awards, as
applicable, which may be earned for such Performance Period, and
(iv) specify the relationship between Performance Goals and
the amounts of such Awards, as applicable, to be earned by each
Participant for such Performance Period.
A-12
(d) Additional
Limitations. Notwithstanding any other
provision of the Plan, any Award which is granted to a
Participant and is intended to constitute qualified
performance-based compensation under Section 162(m) of the
Code will be subject to any additional limitations set forth in
the Code (including any amendment to Section 162(m)) or any
regulations and ruling issued thereunder that are requirements
for qualification as qualified performance-based compensation as
described in Section 162(m) of the Code, and the Plan will
be deemed amended to the extent necessary to conform to such
requirements.
(e) Determination of Amounts
Earned. Following the completion of each
Performance Period, the Administrator will certify in writing
whether the applicable Performance Goals have been achieved for
such Performance Period. A Participant will be eligible to
receive payment pursuant to an Award intended to qualify as
performance-based compensation under
Section 162(m) of the Code for a Performance Period only if
the Performance Goals for such period are achieved. In
determining the amounts earned by a Participant pursuant to an
Award intended to qualified as performance-based
compensation under Section 162(m) of the Code, the
Administrator will have the right to (a) reduce or
eliminate (but not to increase) the amount payable at a given
level of performance to take into account additional factors
that the Administrator may deem relevant to the assessment of
individual or corporate performance for the Performance Period,
(b) determine what actual Award, if any, will be paid in
the event of a termination of employment as the result of a
Participants death or disability or upon a Change in
Control or in the event of a termination of employment following
a Change in Control prior to the end of the Performance Period,
and (c) determine what actual Award, if any, will be paid in the
event of a termination of employment other than as the result of
a Participants death or disability prior to a Change of
Control and prior to the end of the Performance Period to the
extent an actual Award would have otherwise been achieved had
the Participant remained employed through the end of the
Performance Period.
13. Leaves of Absence/Transfer Between
Locations. Unless the Administrator provides
otherwise, vesting of Awards granted hereunder will be suspended
during any unpaid leave of absence. A Service Provider will not
cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, or
any Subsidiary. For purposes of Incentive Stock Options, no such
leave may exceed three (3) months, 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, then six (6) months
and one (1) day following the commencement of such leave
any Incentive Stock Option held by the Participant will cease to
be treated as an Incentive Stock Option and will be treated for
tax purposes as a Nonstatutory Stock Option.
14. Transferability of
Awards. Unless determined otherwise by the
Administrator, an Award may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may
be exercised, during the lifetime of the Participant, only by
the Participant. If the Administrator makes an Award
transferable, such Award will contain such additional terms and
conditions as the Administrator deems appropriate.
15. Adjustments; Dissolution or Liquidation;
Merger or Change in Control.
(a) Adjustments. In the event that
any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger,
consolidation,
split-up,
spin-off, combination, repurchase, or exchange of Shares or
other securities of the Company, or other change in the
corporate structure of the Company affecting the Shares occurs,
the Administrator, in order to prevent diminution or enlargement
of the benefits or potential benefits intended to be made
available under the Plan, will adjust the number and class of
Shares that may be delivered under the Plan
and/or the
number, class, and price of Shares covered by each outstanding
Award, and the numerical Share limits in Section 3 of the
Plan.
(b) Dissolution or Liquidation. In
the event of the proposed dissolution or liquidation of the
Company, the Administrator will notify each Participant as soon
as practicable prior to the effective date of such proposed
transaction. To the extent it has not been previously exercised,
an Award will terminate immediately prior to the consummation of
such proposed action.
(c) Change in Control. In the
event of a merger or Change in Control, each outstanding Award
will be treated as the Administrator determines, including,
without limitation, that each Award be assumed or an
A-13
equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor
corporation. The Administrator will not be required to treat all
Awards similarly in the transaction.
In the event that the successor corporation does not assume or
substitute for the Award, the Participant will fully vest in and
have the right to exercise all of his or her outstanding Options
and Stock Appreciation Rights, including Shares as to which such
Awards would not otherwise be vested or exercisable, all
restrictions on Restricted Stock and Restricted Stock Units will
lapse, and, with respect to Awards with performance-based
vesting, all performance goals or other vesting criteria will be
deemed achieved at one hundred percent (100%) of target levels
and all other terms and conditions met. In addition, if an
Option or Stock Appreciation Right is not assumed or substituted
in the event of a Change in Control, the Administrator will
notify the Participant in writing or electronically that the
Option or Stock Appreciation Right will be exercisable for a
period of time determined by the Administrator in its sole
discretion, and the Option or Stock Appreciation Right will
terminate upon the expiration of such period.
For the purposes of this subsection (c), an Award will be
considered assumed if, following the Change in Control, the
Award confers the right to purchase or receive, for each Share
subject to the Award immediately prior to the Change in Control,
the consideration (whether stock, cash, or other securities or
property) received in the Change in Control by holders of Common
Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders
of a majority of the outstanding Shares); provided, however,
that if such consideration received in the Change in Control is
not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon
the exercise of an Option or Stock Appreciation Right or upon
the payout of a Restricted Stock Unit, Performance Unit or
Performance Share, for each Share subject to such Award, to be
solely common stock of the successor corporation or its Parent
equal in fair market value to the per share consideration
received by holders of Common Stock in the Change in Control.
Notwithstanding anything in this Section 15(c) to the
contrary, an Award that vests, is earned or paid-out upon the
satisfaction of one or more performance goals will not be
considered assumed if the Company or its successor modifies any
of such performance goals without the Participants
consent; provided, however, a modification to such performance
goals only to reflect the successor corporations
post-Change in Control corporate structure will not be deemed to
invalidate an otherwise valid Award assumption.
(d) Outside Director Awards. With
respect to Awards granted to an Outside Director that are
assumed or substituted for, if on the date of or following such
assumption or substitution the Participants status as a
Director or a director of the successor corporation, as
applicable, is terminated other than upon a voluntary
resignation by the Participant (unless such resignation is at
the request of the acquirer), then the Participant will fully
vest in and have the right to exercise Options
and/or Stock
Appreciation Rights as to all of the Shares underlying such
Award, including those Shares which would not otherwise be
vested or exercisable, all restrictions on Restricted Stock and
Restricted Stock Units will lapse, and, with respect to
Performance Units and Performance Shares, all performance goals
or other vesting criteria will be deemed achieved at one hundred
percent (100%) of target levels and all other terms and
conditions met.
16. Code
Section 409A. It is intended that Awards
under this Plan will be either exempt from the application of,
or comply with, the requirements of Section 409A so that
the grant, payment, settlement or deferral thereof will not be
subject to the additional tax imposed under Section 409A,
and any ambiguities and ambiguous terms herein shall be
interpreted to so comply or be exempt. The Company may, in good
faith and without the consent of any Participant, make any
amendments to this Plan and take such reasonable actions which
it deems necessary, appropriate or desirable to avoid imposition
of any additional tax or income recognition under
Section 409A prior to actual payment to any Participant.
17. Tax Withholding.
(a) Withholding
Requirements. Prior to the delivery of any
Shares or cash pursuant to an Award (or exercise thereof), the
Company will have the power and the right to deduct or withhold,
or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, local, foreign or other
taxes (including the Participants FICA obligation)
required to be withheld with respect to such Award (or exercise
thereof).
A-14
(b) Withholding Arrangements. The
Administrator, in its sole discretion and pursuant to such
procedures as it may specify from time to time, may permit a
Participant to satisfy such tax withholding obligation, in whole
or in part by (without limitation) (a) paying cash,
(b) electing to have the Company withhold otherwise
deliverable cash or Shares having a Fair Market Value equal to
the minimum statutory amount required to be withheld, or
(c) delivering to the Company already-owned Shares having a
Fair Market Value equal to the minimum statutory amount required
to be withheld. The Fair Market Value of the Shares to be
withheld or delivered will be determined as of the date that the
taxes are required to be withheld.
18. No Effect on Employment or
Service. Neither the Plan nor any Award will
confer upon a Participant any right with respect to continuing
the Participants relationship as a Service Provider with
the Company, nor will they interfere in any way with the
Participants right or the Companys right to
terminate such relationship at any time, with or without cause,
to the extent permitted by Applicable Laws.
19. Date of Grant. The date
of grant of an Award will be, for all purposes, the date on
which the Administrator makes the determination granting such
Award, or such other later date as is determined by the
Administrator. Notice of the determination will be provided to
each Participant within a reasonable time after the date of such
grant.
20. Term of Plan. Subject to
Section 24 of the Plan, the Plan will become effective upon
its adoption by the Board. It will continue in effect for a term
of ten (10) years from the date adopted by the Board,
unless terminated earlier under Section 21 of the Plan.
21. Amendment and Termination of the
Plan.
(a) Amendment and Termination. The
Board may at any time amend, alter, suspend or terminate the
Plan.
(b) Stockholder Approval. The
Company will obtain stockholder approval of any Plan amendment
to the extent necessary and desirable to comply with Applicable
Laws.
(c) Effect of Amendment or
Termination. No amendment, alteration,
suspension or termination of the Plan will impair the rights of
any Participant, unless mutually agreed otherwise between the
Participant and the Administrator, which agreement must be in
writing and signed by the Participant and the Company.
Termination of the Plan will not affect the Administrators
ability to exercise the powers granted to it hereunder with
respect to Awards granted under the Plan prior to the date of
such termination.
22. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares will
not be issued pursuant to the exercise of an Award unless the
exercise of such Award and the issuance and delivery of such
Shares will comply with Applicable Laws and will be further
subject to the approval of counsel for the Company with respect
to such compliance.
(b) Investment Representations. As
a condition to the exercise of an Award, the Company may require
the person exercising such Award to represent and warrant at the
time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the
Company, such a representation is required.
23. Inability to Obtain
Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Companys counsel to be
necessary to the lawful issuance and sale of any Shares
hereunder, will relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such
requisite authority will not have been obtained.
24. Stockholder
Approval. The Plan will be subject to
approval by the stockholders of the Company within twelve
(12) months after the date the Plan is adopted by the
Board. Such stockholder approval will be obtained in the manner
and to the degree required under Applicable Laws.
A-15
ANNUAL
MEETING OF STOCKHOLDERS OF
COMSCORE, INC.
July 26, 2011
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy Statement, Proxy Card
are available under the Investor
Relations section at www.comscore.com
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
â Please detach along perforated line and mail in the envelope
provided. â
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE NOMINEES
FOR PROPOSAL 1,
FOR PROPOSAL 2, FOR PROPOSAL 3, FOR A FREQUENCY OF ONCE EVERY YEAR FOR PROPOSAL 4
AND FOR PROPOSAL 5.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE
IN BLUE OR BLACK INK AS SHOWN HERE
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FOR |
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AGAINST |
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ABSTAIN |
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To elect three (3) Class I members of the board of
directors to serve until the 2014 annual meeting of
stockholders: |
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To ratify the appointment of Ernst & Young LLP as
the Companys independent registered public
accounting firm for the fiscal year ending December
31, 2011:
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FOR |
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AGAINST |
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ABSTAIN |
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NOMINEES: |
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Advisory vote to approve compensation awarded to
named executive officers in 2010:
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FOR ALL NOMINEES |
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Magid M. Abraham William Katz
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Every year |
Every 2 years |
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Every 3 years |
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ABSTAIN |
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WITHHOLD AUTHORITY FOR ALL NOMINEES
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Jarl Mohn
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Advisory vote
to approve the frequency of stockholder votes on compensation
awarded to named executive officers: |
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FOR ALL EXCEPT (See instructions below)
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To approve the amendment and restatement of our 2007
Equity Incentive Plan primarily to, among other
things, allow the Company to qualify awards granted
thereunder as performance-based within the meaning
of Section 162(m) of the Internal Revenue Code:
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INSTRUCTIONS:
To withhold authority to vote for any
individual nominee(s), mark FOR ALL EXCEPT and fill in the
circle next to each nominee you wish to withhold, as shown
here:
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSALS HEREIN AND AS SAID PROXIES DEEM ADVISABLE
IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING OR MAY OTHERWISE BE ALLOWED TO BE CONSIDERED AT THE
MEETING. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
THE PROPOSALS HEREIN.
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IN ORDER TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING OF
STOCKHOLDERS, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
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To change the address on your account, please check
the box at right and indicate your new address in the
address space above. Please note that changes to the
registered name(s) on the account may not be
submitted via this method.
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Signature
of Stockholder
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Date:
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Signature
of Stockholder
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Date:
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly,
each holder should sign. When signing as executor, administrator, attorney, trustee or guardian,
please give full title as such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
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ANNUAL MEETING OF STOCKHOLDERS OF
COMSCORE, INC.
July 26, 2011
PROXY VOTING INSTRUCTIONS
INTERNET - Access www.voteproxy.com and
follow the on-screen instructions. Have your proxy card
available when you access the web page.
Vote online until 11:59 PM EST the day before the meeting.
MAIL - Sign, date and mail your proxy card in
the envelope provided as soon as possible.
IN PERSON - You may vote your shares in
person by attending the Annual Meeting.
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COMPANY NUMBER
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NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting,
Proxy Statement, Proxy Card
are available under the Investor Relations section at www.comscore.com
ê Please detach along perforated line
and mail in the envelope provided IF you are not voting via the Internet. ê
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n 20330304030000000000
9
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072611 |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE NOMINEES
FOR PROPOSAL 1,
FOR PROPOSAL 2, FOR PROPOSAL 3, FOR A FREQUENCY OF ONCE EVERY YEAR FOR PROPOSAL 4
AND FOR PROPOSAL 5.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE
IN BLUE OR BLACK INK AS SHOWN HERE
x
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FOR |
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AGAINST |
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ABSTAIN |
1.
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To elect three (3) Class I members of the board of
directors to serve until the 2014 annual meeting of
stockholders: |
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2. |
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To ratify the appointment of Ernst & Young LLP as
the Companys independent registered public
accounting firm for the fiscal year ending December
31, 2011:
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o |
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o |
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o |
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FOR |
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AGAINST |
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ABSTAIN |
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NOMINEES: |
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3. |
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Advisory vote to approve compensation awarded to
named executive officers in 2010:
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o |
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o |
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o |
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FOR ALL NOMINEES |
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¡ ¡ |
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Magid M. Abraham William Katz
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Every year |
Every 2 years |
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Every 3 years |
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ABSTAIN |
o |
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WITHHOLD AUTHORITY FOR ALL NOMINEES
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¡ |
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Jarl Mohn
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4. |
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Advisory vote
to approve the frequency of stockholder votes on compensation awarded
to named executive officers:
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o |
o |
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o |
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o |
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FOR ALL EXCEPT (See instructions below)
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FOR |
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AGAINST |
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ABSTAIN |
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5. |
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To approve the amendment and restatement of our 2007
Equity Incentive Plan primarily to, among other
things, allow the Company to qualify awards granted
thereunder as performance-based within the meaning
of Section 162(m) of the Internal Revenue Code:
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o |
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INSTRUCTIONS:
To withhold authority to vote for any
individual nominee(s), mark FOR ALL EXCEPT and fill in the
circle next to each nominee you wish to withhold, as shown
here:
● |
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSALS HEREIN AND AS SAID PROXIES DEEM ADVISABLE
IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING OR MAY OTHERWISE BE ALLOWED TO BE CONSIDERED AT THE
MEETING. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
THE PROPOSALS HEREIN.
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IN ORDER TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING OF
STOCKHOLDERS, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
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To change the address on your account, please check
the box at right and indicate your new address in the
address space above. Please note that changes to the
registered name(s) on the account may not be
submitted via this method.
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o |
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Signature
of Shareholder
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Date:
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Signature
of Shareholder
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Date:
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Note: |
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly,
each holder should sign. When signing as executor, administrator, attorney, trustee or guardian,
please give full title as such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
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n
n
g
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
COMSCORE, INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 26, 2011
The undersigned stockholder of comScore, Inc., a Delaware corporation (the
Company), hereby
acknowledges receipt of the Notice of Annual Meeting of Stockholders and accompanying Proxy
Statement each dated June 10, 2011 and hereby appoints Magid M. Abraham and Kenneth J. Tarpey, or
one of them, proxies and attorneys-in-fact, each with full power of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of comScore, Inc. to be held on July 26, 2011 at
2:15 p.m., local time at the Companys office at 11950 Democracy Drive, Suite 600, Reston, Virginia
20190 and at any adjournment thereof, and to vote all shares of Common Stock of the Company held of
record by the undersigned on May 31, 2011 as hereinafter specified upon the proposals listed, and
with discretionary authority upon such other matters as may properly come before the meeting.
The Companys Annual Report on Form 10-K and Amendment No. 1 to Annual Report on Form 10-K/A for
the year ended December 31, 2010 accompanies this Notice of Annual Meeting of Stockholders and
Proxy Statement. These documents can also be accessed under the Investor Relations section of
the Companys website at www.comscore.com.
(Continued and to be signed on the reverse side)