þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
DELAWARE | 94-3145844 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
Title of each class | Name of each exchange on which registered | |
COMMON STOCK, $0.01 PAR VALUE | The NASDAQ STOCK MARKET, LLC |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
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Number of Members: 4
|
Functions: | |
Members:
Charles W. Berger (Chair) John J. Delucca (Vice Chair) Daniel J. Donoghue Zachary F. Sadek (from March 2009) Samuel Cabot III (through March 2009) Number of Meetings in Fiscal 2009: 7 |
Selects the independent registered public accounting firm to audit Tiers books and records, subject to stockholder ratification, and determines the compensation of the independent registered public accounting firm. At least annually, reviews a report by the independent registered public accounting firm describing: internal quality control procedures, any issues raised by an internal or peer quality control review, and any investigations by regulatory authorities. Consults with the independent registered public accounting firm, reviews and approves the scope of their audit, and reviews independence and performance. Also reviews any proposed engagement between Tier and the independent registered public accounting firm and approves in advance any such engagement, if appropriate. Reviews internal controls, accounting practices, and financial reporting, including the results of the annual audit and the review of the interim financial statements, with management and the independent registered public accounting firm. Discusses earnings releases and guidance provided to the public. As appropriate, obtains advice and assistance from outside legal, accounting, or other advisors. Prepares a report of the Audit Committee to be included in our proxy statement. Assesses annually the adequacy of the Audit Committee Charter. Reports to the Board about these matters. |
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| attract, retain, and motivate talented employees; | ||
| support business strategies that promote sustained growth and development; | ||
| reward the achievement of business results through the delivery of competitive pay and performance-based incentive programs; and | ||
| link executives goals with the interests of shareholders by tying a portion of compensation to our stock. |
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| reviewing and approving the compensation for our Chief Executive Officer and other executive officers; | ||
| reviewing executive bonus plan allocations; | ||
| overseeing and advising the Board on the adoption of policies that govern our compensation programs; and | ||
| approving grants of stock options and other stock awards to our executive officers. |
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ACI Worldwide Inc.
|
Intersections Inc. | S1 Corp | ||
ASTA Funding Inc.
|
Inx Inc. | Techteam Global Inc. | ||
Bottomline Technologies Inc.
|
NIC Inc. | TNS Inc. | ||
CSG Systems International Inc.
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Online Resources Inc. | TRX Inc. | ||
CyberSource Corp.
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Quality Systems Inc. | Tyler Technologies Inc. | ||
Radiant Systems Inc. | Wright Express Corp |
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Base salary rate by fiscal year | % change | |||||||||||
2008 | 2009 | 2008 to 2009 | ||||||||||
Ronald L. Rossetti |
||||||||||||
Chief Executive Officer and Chairman of the
Board |
$ | (1 | ) | $ | 400,000 | (1 | ) | |||||
Nina K. Vellayan (2) |
||||||||||||
Executive Vice President, Chief Operating
Officer |
| 275,000 | N/A | |||||||||
Ronald W. Johnston |
||||||||||||
Senior Vice President, Chief Financial Officer |
275,000 | 272,000 | (3) | -1 | % | |||||||
Keith S. Kendrick |
||||||||||||
Senior Vice President, Strategic Marketing |
265,000 | 265,000 | 0 | % | ||||||||
Keith S. Omsberg |
||||||||||||
Vice President, General Counsel and Corporate
Secretary |
190,000 | 190,000 | 0 | % |
(1) | Pursuant to Mr. Rossettis employment agreement signed April 30, 2008, Mr. Rossettis base salary was reduced from $600,000 to $400,000 per annum, a reduction of 33%, effective May 1, 2008. | |
(2) | Ms. Vellayan joined Tier in October 2008. | |
(3) | Mr. Johnston voluntarily reduced his base salary from $275,000 to $272,000 for fiscal year 2009, effective January 2009. |
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| align the management teams financial interests with those of our shareholders; | ||
| support a performance-oriented environment that rewards business unit and Tiers overall results; | ||
| attract, motivate, and retain key management critical to Tiers long-term success; and | ||
| align compensation with Tiers business strategy, values, and management initiatives. |
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Threshold: | Target: | Maximum: | ||||||||||
Name | EBITDA of $0.75 million | EBITDA of $1.0 million | EBITDA of $1.25 million | |||||||||
Ronald L. Rossetti |
$ | 300,000 | $ | 400,000 | $ | 500,000 | ||||||
Nina K. Vellayan |
137,500 | 206,250 | 275,000 | |||||||||
Ronald W. Johnston |
137,500 | 165,000 | 206,250 | |||||||||
Keith S. Kendrick |
132,500 | 159,000 | 198,750 | |||||||||
Keith S. Omsberg |
19,000 | 28,500 | 38,000 |
(1) | The following table provides detail on the basis of the estimated payout levels: |
Name | Threshold | Target | Maximum | |||||||||
Ronald L. Rossetti |
75 | % | 100 | % | 125 | % | ||||||
Nina K. Vellayan |
50 | % | 75 | % | 100 | % | ||||||
Ronald W. Johnston (a) |
50 | % | 60 | % | 75 | % | ||||||
Keith S. Kendrick |
50 | % | 60 | % | 75 | % | ||||||
Keith S. Omsberg |
10 | % | 15 | % | 20 | % |
(a) | Mr. Johnstons estimated payout amounts were calculated on a base salary of $275,000, which represented his base salary per his employment agreement. |
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2009 Payout | ||||||||
Named executive officer | EIP | Bonus | ||||||
Ronald L. Rossetti |
$ | 400,000 | $ | | ||||
Nina K. Vellayan |
206,250 | 75,000 | ||||||
Ronald W. Johnston |
165,000 | | ||||||
Keith S. Kendrick (1) |
59,625 | 132,500 | ||||||
Keith S. Omsberg |
28,500 | | ||||||
Total incentive payout |
$ | 859,375 | $ | 207,500 | ||||
(1) | In accordance with the terms of his employment agreement, Mr. Kendricks EIP award was reduced by $99,375, the amount of his guaranteed bonus that was attributed to fiscal year 2009, from his target level of $159,000. |
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| any person, entity, or affiliated group becoming the beneficial owner or owners of more than 50% of the outstanding equity securities of Tier, or otherwise becoming entitled to vote shares representing more than 50% of the undiluted total voting power of our then-outstanding securities eligible to vote to elect members of the Board; | ||
| a consolidation or merger (in one transaction or a series of related transactions) of Tier pursuant to which the holders of our equity securities immediately prior to such transaction or series of transactions would not be the holders immediately after such transaction or series of related transactions of more than 50% of the securities eligible to vote to elect members of the Board of the entity surviving such transaction or series of related transactions; or | ||
| the sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Tier. |
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Restricted | Performance | Stock | ||||||||||
Named executive officer | stock units (1) | stock units (2) | options (3) | |||||||||
Ronald L. Rossetti |
150,000 | | | |||||||||
Nina K. Vellayan |
| 180,000 | 200,000 | |||||||||
Ronald W. Johnston |
| 150,000 | 75,000 | |||||||||
Keith S. Kendrick |
| 100,000 | 50,000 | |||||||||
Keith S. Omsberg |
| 50,000 | 15,000 | |||||||||
(1) | Granted to Mr. Rossetti under his EVA Plan. These RSUs will be earned upon Tiers achievement and maintenance for a period of 60 days of a Share Price Performance Target of $8.00 per share. Unless vesting is accelerated under the circumstances discussed under Potential Payments Upon Termination or Change in Control, any RSUs that are earned due to the achievement and maintenance of Share Price Performance Targets will vest on April 30, 2011. RSUs are payable in shares unless no shares are available under a shareholder approved plan, in which case they are payable in cash. | |
(2) | Unless vesting is accelerated under the circumstances discussed under Potential Payments Upon Termination or Change in Control, any PSUs that are awarded due to the achievement and maintenance of Share Price Performance Targets will vest on December 4, 2011. PSUs are payable in cash unless shares are available under a shareholder approved plan, in which case they may be payable in the form of shares at the option of the Company. | |
(3) | Unless vesting is accelerated under the circumstances discussed under Potential Payments Upon Termination or Change in Control, options vest over five years, with 20% of the underlying shares vesting on each of the first five anniversaries of the grant date. |
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| any person, entity or affiliated group becoming the beneficial owner or owners of more than 50% of the outstanding equity securities of Tier, or otherwise becoming entitled to vote shares representing more than 50% of the undiluted total voting power of our then-outstanding securities eligible to vote to elect members of the Board; | ||
| a consolidation or merger (in one transaction or a series of related transactions) of Tier pursuant to which the holders of our equity securities immediately prior to such |
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transaction or series of transactions would not be the holders immediately after such transaction or series of related transactions of more than 50% of the securities eligible to vote to elect members of the Board of the entity surviving such transaction or series of related transactions; | |||
| the sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Tier; | ||
| the dissolution or liquidation of Tier; or | ||
| the date on which we (i) consummate a going private transaction pursuant to Section 13 and Rule 13e-3 of the Exchange Act, or (ii) no longer have a class of equity securities registered under the Exchange Act . |
| any person, entity or affiliated group becoming the beneficial owner or owners of more than 35% of the outstanding equity securities of Tier, or otherwise becoming entitled to vote shares representing more than 35% of the undiluted total voting power of our then-outstanding securities eligible to vote to elect members of the Board; | ||
| a consolidation or merger (in one transaction or a series of related transactions) of Tier pursuant to which the holders of our equity securities immediately prior to such transaction or series of related transactions would not be the holders immediately after such transaction or series of related transactions of at least 65% of the securities eligible to elect members of the board of directors of the entity surviving such transaction or series of related transactions; or | ||
| the sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Tier. |
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Non-equity | ||||||||||||||||||||||||||||||||
incentive plan | All other | |||||||||||||||||||||||||||||||
Name and principal | Salary | Bonus | Stock awards | Option awards | compensation | compensation | Total | |||||||||||||||||||||||||
position | Year | ($) | ($) (1) | ($) (2) | ($) (2) | ($) (3) | ($) (4) | ($) | ||||||||||||||||||||||||
Ronald L. Rossetti |
2009 | $ | 400,000 | $ | | $ | 513,497 | $ | | $ | 400,000 | $ | 228,061 | $ | 1,541,558 | |||||||||||||||||
Chief Executive Officer, Chairman of the Board |
2008 | 589,231 | 390,513 | 264,583 | | | 278,363 | 1,522,690 | ||||||||||||||||||||||||
2007 | 600,000 | 600,000 | | 119,375 | | 230,710 | 1,550,085 | |||||||||||||||||||||||||
Nina K. Vellayan Executive Vice President, Chief Operating Officer |
2009 | 267,596 | 75,000 | 219,180 | 47,215 | 206,250 | 8,028 | 823,269 | ||||||||||||||||||||||||
Ronald W. Johnston (5) Senior Vice President, Chief Financial Officer |
2009 | 272,692 | | 182,650 | 232,971 | 165,000 | 8,180 | 861,493 | ||||||||||||||||||||||||
2008 | 172,158 | 68,750 | | 58,326 | | 4,943 | 304,177 | |||||||||||||||||||||||||
Keith S. Kendrick |
2009 | 265,000 | 132,500 | 121,767 | 72,783 | 59,625 | 95,405 | 747,080 | ||||||||||||||||||||||||
Senior Vice President, Strategic Marketing |
2008 | 68,288 | | | 18,018 | | 42,953 | 129,259 | ||||||||||||||||||||||||
Keith S. Omsberg Vice President, General Counsel and Secretary |
2009 | 190,000 | | 60,883 | 47,845 | 28,500 | 4,385 | 331,613 | ||||||||||||||||||||||||
2008 | 188,000 | 92,500 | | 50,706 | | 5,585 | 336,791 |
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(1) | Reflects the following bonus payouts for fiscal years 2009, 2008 and 2007: |
Employment | ||||||||||||||||
Name | Year | agreement | Discretionary | Total bonus payout | ||||||||||||
Ronald L. Rossetti |
2008 | $ | 166,667 | $ | 223,846 | $ | 390,513 | |||||||||
2007 | 600,000 | | 600,000 | |||||||||||||
Nina K. Vellayan |
2009 | 75,000 | | 75,000 | ||||||||||||
Ronald W. Johnston |
2008 | 68,750 | | 68,750 | ||||||||||||
Keith S. Kendrick |
2009 | 132,500 | | 132,500 | ||||||||||||
Keith S. Omsberg |
2009 | | | | ||||||||||||
2008 | | 92,500 | 92,500 |
(2) | The amounts included in these columns reflect the dollar amount recognized as an expense for financial statement reporting purposes in fiscal years 2009, 2008 and 2007 for stock awards (consisting of RSUs in the case of Mr. Rossetti and PSUs in the case of the other named executives) and stock option awards, calculated in accordance with U.S. GAAP, excluding any estimate of forfeitures. Accordingly, the columns include amounts relating to awards granted during and prior to the year indicated. The following table summarizes the amounts shown in the Stock Awards and Option Awards columns and the amount included for each such award for fiscal year 2009. Assumptions used in the calculation of these amounts and the amounts for fiscal year 2009 are included in footnote 14 to the audited consolidated financial statements included in our annual report on Form 10-K for fiscal year 2009, as amended. |
Stock Awards | Option Awards | |||||||||||||||||||||||
Total number of | Total number of | |||||||||||||||||||||||
shares underlying | Amount included in | shares underlying | Amount included in | |||||||||||||||||||||
Name | Date of award | stock awards (#) | fiscal 2009 ($) | Date of award | options awarded (#) | fiscal 2009 ($) | ||||||||||||||||||
Ronald L. Rossetti |
12/4/08 | 150,000 | $ | 102,222 | | | $ | | ||||||||||||||||
4/30/08 | 550,000 | 411,275 | ||||||||||||||||||||||
513,497 | ||||||||||||||||||||||||
Nina K. Vellayan |
12/4/08 | 180,000 | 219,180 | 12/4/08 | 200,000 | 47,215 | ||||||||||||||||||
Ronald W. Johnston |
12/4/08 | 150,000 | 182,650 | 12/4/08 | 75,000 | 17,706 | ||||||||||||||||||
7/1/08 | 200,000 | 215,265 | ||||||||||||||||||||||
232,971 | ||||||||||||||||||||||||
Keith S. Kendrick |
12/4/08 | 100,000 | 121,767 | 12/30/08 | 50,000 | 11,409 | ||||||||||||||||||
6/30/08 | 100,000 | 61,374 | ||||||||||||||||||||||
72,783 | ||||||||||||||||||||||||
Keith S. Omsberg |
12/4/08 | 50,000 | 60,883 | 12/4/08 | 15,000 | 3,541 | ||||||||||||||||||
12/10/07 | 20,000 | 13,457 | ||||||||||||||||||||||
10/1/07 | 30,000 | 21,912 | ||||||||||||||||||||||
9/13/06 | 10,000 | 5,882 | ||||||||||||||||||||||
11/1/04 | 3,000 | 2,481 | ||||||||||||||||||||||
12/1/03 | 3,000 | 572 | ||||||||||||||||||||||
47,845 | ||||||||||||||||||||||||
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(3) | Reflects cash payouts for fiscal year 2009 under the Executive Incentive Plan. |
Total non-equity incentive | ||||||||||||
Name | Year | Incentive plan | payout | |||||||||
Ronald L. Rossetti |
2009 | EIP | $ 400,000 | |||||||||
Nina K. Vellayan |
2009 | EIP | 206,250 | |||||||||
Ronald W. Johnston |
2009 | EIP | 165,000 | |||||||||
Keith S. Kendrick |
2009 | EIP | 59,625 | |||||||||
Keith S. Omsberg |
2009 | EIP | 28,500 |
(4) | Consists of: |
| the aggregate incremental cost to Tier of providing perquisites and other personal benefits; | ||
| company matching contributions under 401(k) plans; and | ||
| tax reimbursement payments relating to income tax liability incurred by the applicable executive as a result of the Companys payment for the perquisites described below. |
Tax | Total all other | |||||||||||||||||||
Name | Year | Perquisites(a) | 401(k) | reimbursement | compensation | |||||||||||||||
Ronald L. Rossetti |
2009 | $ | 116,802 | $ | 7,350 | $ | 103,909 | $ | 228,061 | |||||||||||
2008 | 183,338 | 6,900 | 88,125 | 278,363 | ||||||||||||||||
2007 | 191,435 | 6,750 | 32,525 | 230,710 | ||||||||||||||||
Nina K. Vellayan |
2009 | | 8,028 | | 8,028 | |||||||||||||||
Ronald W. Johnston |
2009 | | 8,180 | | 8,180 | |||||||||||||||
2008 | | 4,943 | | 4,943 | ||||||||||||||||
Keith S. Kendrick |
2009 | 87,455 | 7,950 | | 95,405 | |||||||||||||||
2008 | 35,986 | 1,835 | 5,132 | 42,953 | ||||||||||||||||
Keith S. Omsberg |
2009 | | 4,385 | | 4,385 | |||||||||||||||
2008 | | 5,585 | | 5,585 |
(a) | See Perquisites and Benefits in Compensation Discussion and Analysis beginning on page 8 for a discussion of perquisites provided to executives. Perquisites include: |
| expenses for corporate apartments located near our corporate headquarters in Reston, Virginia, including utilities; | ||
| expenses for local transportation while the executive is located in Reston and air and ground transportation, meals and lodging for travel by the executive to and from his home to our corporate headquarters in Reston; and | ||
| legal consultation fees relating to negotiation and review of the executives employment agreement. |
Name | Year | Corporate apartment* | Travel* | Legal consultation* | Total | |||||||||||||||
Ronald L. Rossetti |
2009 | $ 52,459 | $ 64,343 | $ | $ | 116,802 | ||||||||||||||
2008 | 39,096 | 113,431 | 30,811 | 183,338 | ||||||||||||||||
2007 | 41,232 | 130,375 | ** | 19,828 | 191,435 | |||||||||||||||
Keith S. Kendrick |
2009 | 28,221 | 59,234 | | 87,455 | |||||||||||||||
2008 | 8,310 | 19,371 | 8,305 | 35,986 |
* | Amounts reflect aggregate incremental cost to the Company, which is equal to the Companys out-of-pocket costs for these perquisites. | |
** | Includes travel by chartered private jet for business meeting which Mr. Rossetti attended. Total cost was $27,295 and is split equally between Mr. Rossetti and a former executive who attended the meeting. |
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(5) | Mr. Johnston served as interim Chief Financial Officer from April 2008 to June 2008. |
Closing | ||||||||||||||||||||||||||||||||||||||||||||
All other | market | Grant date | ||||||||||||||||||||||||||||||||||||||||||
option | Exercise or | price | fair | |||||||||||||||||||||||||||||||||||||||||
awards: | base price | of common | value of | |||||||||||||||||||||||||||||||||||||||||
Estimated possible payouts under | Estimated future payouts under | number of | of | stock | stock | |||||||||||||||||||||||||||||||||||||||
Non-Equity Incentive Plan Awards (1) | Equity Incentive Plan Awards (1) | securities | option | on date of | and option | |||||||||||||||||||||||||||||||||||||||
Threshold | Target | Maximum | Threshold | Target | Maximum | underlying | awards | grant | awards ($) | |||||||||||||||||||||||||||||||||||
Name | Grant date | ($) (2) | ($) (3) | ($) (4) | (#) | (#) | (#) | options (#) | ($/s h) (5) | ($/s h) (5) | (6) | |||||||||||||||||||||||||||||||||
Ronald L. Rossetti |
$ | 300,000 | $ | 400,000 | $ | 500,000 | | | | | $ | | $ | | $ | | ||||||||||||||||||||||||||||
12/4/2008 | | | | 150,000 | (7) | (9 | ) | 700,000 | (10) | | | | | |||||||||||||||||||||||||||||||
Nina K. Vellayan |
137,500 | 206,250 | 275,000 | | | | | | | | ||||||||||||||||||||||||||||||||||
12/4/2008 | | | | 45,000 | (8) | (9 | ) | 180,000 | (11) | 200,000 | (12) | 4.25 | 4.34 | 850,000 | ||||||||||||||||||||||||||||||
Ronald W. Johnston |
137,500 | 165,000 | 206,250 | | | | | | | | ||||||||||||||||||||||||||||||||||
12/4/2008 | | | | 37,500 | (8) | (9 | ) | 150,000 | (11) | 75,000 | (13) | 4.25 | 4.34 | 318,750 | ||||||||||||||||||||||||||||||
Keith S. Kendrick |
132,500 | 159,000 | 198,750 | | | | | | | | ||||||||||||||||||||||||||||||||||
12/4/2008 | | | | 25,000 | (8) | (9 | ) | 100,000 | (11) | | | | | |||||||||||||||||||||||||||||||
12/30/2008 | | | | | | | 50,000 | (13) | 4.73 | 4.93 | 236,500 | |||||||||||||||||||||||||||||||||
Keith S. Omsberg |
19,000 | 28,500 | 38,000 | | | | | | | | ||||||||||||||||||||||||||||||||||
12/4/2008 | | | | 12,500 | (8) | (9 | ) | 50,000 | (11) | 15,000 | (13) | 4.25 | 4.34 | 63,750 |
(1) | For additional information concerning performance metrics and payouts under non-equity and equity incentive plan awards, see pages 13 through 16. | |
(2) | The threshold amount represents the amounts payable to the executive if we met our corporate performance threshold goal of EBITDA of $750,000 for fiscal 2009 under the Executive Incentive Plan. | |
(3) | The target amount represents the amounts payable to the executive if we met our corporate performance target goal of EBITDA of $1.0 million for fiscal 2009 under the Executive Incentive Plan. | |
(4) | The maximum amount represents the amounts payable to the executive if we met our corporate performance stretch goal of EBITDA of $1.25 million for fiscal 2009 under the Executive Incentive Plan. During fiscal year 2009, we exceeded this stretch goal. However, the Compensation Committee, on managements recommendation, determined that EIP payouts for fiscal year 2009 would be determined as if the target EBITDA, rather than the maximum EBITDA, had been achieved, in order to make additional funds available for bonuses payable to individuals other than our executive officers. | |
(5) | The exercise price of the options granted to the individuals shown above was the closing price of Tiers common stock on the day prior to the grant date. | |
(6) | Represents the full grant date fair value of each equity-based award, computed in accordance with U.S. GAAP. | |
(7) | The threshold amount represents the number of RSUs that would be issuable to Mr. Rossetti under his EVA Plan if we achieved and maintained a Share Price Performance Target of $8.00 per share, which is the lowest Share Price Performance Target under the EVA Plan, for a period of 60 days, subject to vesting requirements. RSUs that are earned vest on April 30, 2011. Vesting may be accelerated under certain circumstances described in Potential Payments upon Termination or Change of Control. RSUs are payable in shares unless no shares are available under a shareholder approved plan, in which case they are payable in cash. | |
(8) | The threshold amount represents the number of PSUs that would be issuable to the applicable executive under the PSU Plan if we achieved and maintained a Share Price Performance Target of $8.00 per share, which is the lowest Share Price Performance Target under the PSU Plan, for a period of 60 days, subject to vesting requirements. If the applicable Share Price Performance Targets are met, PSUs vest on December 4, 2011. Vesting may be accelerated under certain circumstances described in Potential Payments upon Termination or Change of Control. PSUs are payable in cash unless shares are available under a shareholder approved plan, in which case they may be payable in the form of shares at the option of Tier. |
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(9) | As discussed on pages 24 and 25, each of Mr. Rossettis EVA Plan and the PSU Plan has four payout levels, each of which is associated with a Share Price Performance Target. The threshold payout level, which is associated with the lowest Share Price Performance Target, is discussed in notes (7) and (8) above. The maximum payout level, which is associated with the highest Share Price Performance Target, is discussed in notes (10) and (11) below. The middle two payout levels are the target payout levels. If Tier achieves either of the two middle Share Price Performance Targets, Mr. Rossetti will earn the number of RSUs associated with that Share Price Performance Target, and the other named executive officers will earn the number of PSUs associated with that Share Price Performance Target, in each case subject to the vesting requirements noted in footnotes (7) and (8) above. | |
(10) | The maximum amount represents the number of RSUs that would be issuable to Mr. Rossetti under his EVA Plan if Tier achieved and maintained a Share Price Performance Target of $15.00 per share, which is the highest Share Price Performance Target under the EVA Plan, for a period of 60 days, subject to the vesting requirements noted in footnote (7) above. | |
(11) | The maximum amount represents the number of PSUs that would be issuable to the applicable executive under the PSU Plan if Tier achieved and maintained a Share Price Performance Target of $13.00 per share, which is the highest Share Price Performance Target under the PSU Plan, for a period of 60 days, subject to the vesting requirements noted in footnote (8) above. | |
(12) | Ms. Vellayan was awarded an option to purchase 200,000 shares of Tier stock pursuant to her employment agreement. These options, which were granted under the 2004 Plan, vest as to 20% of the underlying shares on each of the first five anniversaries of the date granted and expire in ten years. Vesting may be accelerated under certain circumstances described in Potential Payments upon Termination or Change of Control. | |
(13) | These options were granted under the 2004 Plan, vest as to 20% of the underlying shares on each of the first five anniversaries of the date granted and expire in ten years. Vesting may be accelerated under certain circumstances described in Potential Payments upon Termination or Change of Control. |
Option Awards | Stock Awards | |||||||||||||||||||||||
Number of | Equity incentive | Equity incentive | ||||||||||||||||||||||
Number of | securities | plan awards: | plan awards: | |||||||||||||||||||||
securities | underlying | Number of | Market or payout | |||||||||||||||||||||
underlying | unexercised | unearned | value of unearned | |||||||||||||||||||||
unexercised | options | Option | shares, units, or | shares, units or | ||||||||||||||||||||
options | (#) | exercise | Option | other rights that | other rights that | |||||||||||||||||||
(#) | Unexercisable | price | expiration | have not vested | have not vested | |||||||||||||||||||
Name | Exercisable | (a) | ($) | date | (#) | ($) (d) | ||||||||||||||||||
Ronald L. Rossetti |
25,000 | | $ | 6.94 | 01/21/11 | |||||||||||||||||||
10,000 | | 19.56 | 01/22/12 | |||||||||||||||||||||
10,000 | | 13.75 | 01/30/13 | |||||||||||||||||||||
15,000 | | 8.62 | 01/27/14 | |||||||||||||||||||||
5,000 | | 9.77 | 10/07/14 | |||||||||||||||||||||
20,000 | | 8.30 | 06/29/15 | |||||||||||||||||||||
300,000 | | 5.50 | 07/25/16 | |||||||||||||||||||||
150,000 | (b) | 1,272,000 | ||||||||||||||||||||||
385,000 | | 150,000 | ||||||||||||||||||||||
Nina K. Vellayan |
| 200,000 | (1) | 4.25 | 12/03/18 | |||||||||||||||||||
45,000 | (c) | 381,600 | ||||||||||||||||||||||
| 200,000 | 45,000 | ||||||||||||||||||||||
Ronald W. Johnston |
66,666 | 133,334 | (2) | 8.01 | 06/30/18 | |||||||||||||||||||
| 75,000 | (3) | 4.25 | 12/04/18 | ||||||||||||||||||||
37,500 | (c) | 318,000 | ||||||||||||||||||||||
66,666 | 208,334 | 37,500 | ||||||||||||||||||||||
Keith S. Kendrick |
20,000 | 80,000 | (4) | 7.80 | 06/29/18 | |||||||||||||||||||
| 50,000 | (5) | 4.73 | 12/29/18 | ||||||||||||||||||||
25,000 | (c) | 212,000 | ||||||||||||||||||||||
20,000 | 130,000 | 25,000 | ||||||||||||||||||||||
Keith Omsberg |
2,500 | | 16.04 | 07/04/12 | ||||||||||||||||||||
3,000 | | 7.81 | 11/30/13 | |||||||||||||||||||||
2,400 | 600 | (6) | 8.60 | 10/31/14 | ||||||||||||||||||||
6,000 | 4,000 | (7) | 7.05 | 09/12/16 | ||||||||||||||||||||
6,000 | 24,000 | (8) | 10.20 | 09/30/17 | ||||||||||||||||||||
4,000 | 16,000 | (9) | 9.25 | 12/09/17 | ||||||||||||||||||||
| 15,000 | (10) | 4.25 | 12/03/18 | ||||||||||||||||||||
12,500 | (c) | 106,000 | ||||||||||||||||||||||
23,900 | 59,600 | 12,500 | ||||||||||||||||||||||
(a) | Vesting schedules of the unexercisable option awards are set forth below. Vesting may be accelerated under certain circumstances described in Potential Payments upon Termination or Change of Control. |
23
Footnote | ||||||||||||
Name | reference | Vesting date | Number vesting | |||||||||
Nina K. Vellayan |
(1 | ) | 12/04/09 | 40,000 | ||||||||
12/04/10 | 40,000 | |||||||||||
12/04/11 | 40,000 | |||||||||||
12/04/12 | 40,000 | |||||||||||
12/04/13 | 40,000 | |||||||||||
Ronald W. Johnston |
(2 | ) | 07/01/10 | 66,667 | ||||||||
07/01/11 | 66,667 | |||||||||||
(3 | ) | 12/04/09 | 15,000 | |||||||||
12/04/10 | 15,000 | |||||||||||
12/04/11 | 15,000 | |||||||||||
12/04/12 | 15,000 | |||||||||||
12/04/13 | 15,000 | |||||||||||
Keith S. Kendrick |
(4 | ) | 06/29/10 | 20,000 | ||||||||
06/29/11 | 20,000 | |||||||||||
06/29/12 | 20,000 | |||||||||||
06/29/13 | 20,000 | |||||||||||
(5 | ) | 12/30/09 | 10,000 | |||||||||
12/30/10 | 10,000 | |||||||||||
12/30/11 | 10,000 | |||||||||||
12/30/12 | 10,000 | |||||||||||
12/30/13 | 10,000 | |||||||||||
Keith S. Omsberg |
(6 | ) | 11/01/09 | 600 | ||||||||
(7 | ) | 09/13/10 | 2,000 | |||||||||
09/13/11 | 2,000 | |||||||||||
(8 | ) | 10/01/09 | 6,000 | |||||||||
10/01/10 | 6,000 | |||||||||||
10/01/11 | 6,000 | |||||||||||
10/01/12 | 6,000 | |||||||||||
(9 | ) | 12/10/09 | 4,000 | |||||||||
12/10/10 | 4,000 | |||||||||||
12/10/11 | 4,000 | |||||||||||
12/10/12 | 4,000 | |||||||||||
(10 | ) | 12/04/09 | 3,000 | |||||||||
12/04/10 | 3,000 | |||||||||||
12/04/11 | 3,000 | |||||||||||
12/04/12 | 3,000 | |||||||||||
12/04/13 | 3,000 | |||||||||||
(b) | The table above shows the number of RSUs that would be earned by Mr. Rossetti upon achievement and maintenance of the threshold Share Price Performance Target, or $8.00 per share, for the required 60 day period. Mr. Rossetti has been granted a total of 700,000 RSUs (including the 150,000 RSUs show in the table above) under his EVA Plan. These RSUs are earned when the Share Price Performance Targets shown below are met and maintained for 60 |
24
Share Price Performance Target | Number of RSUs | ||||
$ | 8.00 |
150,000 | |||
11.00 |
180,000 | ||||
13.00 |
185,000 | ||||
15.00 |
185,000 | ||||
700,000 |
(c) | The table above shows the number of PSUs that would be earned by the named executive officers upon achievement and maintenance of the threshold Share Price Performance Target, or $8.00 per share, for the required 60 day period. The named executive officers have been granted the total number of PSUs shown in the table below (which includes the PSUs shown in the table above) under the PSU Plan. These PSUs are earned when the Share Price Performance Targets shown below are met and maintained for 60 consecutive days. PSUs that have been earned vest December 4, 2011. Please see Compensation Discussion and Analysis Long-term Incentives for additional detail. Vesting may be accelerated under certain circumstances described in Potential Payments upon Termination or Change of Control. |
Number of Units at Share Price Performance Target | ||||||||||||||||||||
Total units that | ||||||||||||||||||||
could be | ||||||||||||||||||||
$ | 8.00 | $ | 9.50 | $ | 11.00 | $ | 13.00 | awarded | ||||||||||||
Nina K. Vellayan |
45,000 | 45,000 | 45,000 | 45,000 | 180,000 | |||||||||||||||
Ronald W. Johnston |
37,500 | 37,500 | 37,500 | 37,500 | 150,000 | |||||||||||||||
Keith S. Kendrick |
25,000 | 25,000 | 25,000 | 25,000 | 100,000 | |||||||||||||||
Keith S. Omsberg |
12,500 | 12,500 | 12,500 | 12,500 | 50,000 | |||||||||||||||
Total |
480,000 |
(d) | Represents the market value of RSUs or PSUs, as applicable, issuable to the applicable executive upon achievement and maintenance of the $8.00 threshold Share Price Performance Target for the required 60 day period, subject to the vesting requirements noted in footnotes (b) and (c) above. The market value was determined by multiplying $8.48 (the closing price of Tiers stock at September 30, 2009) by the number of RSUs or PSUs, as applicable. |
Option awards | ||||||||
Number of shares | ||||||||
acquired on exercise | Value realized on | |||||||
Name | (#) | exercise ($) (1) | ||||||
Ronald L. Rossetti |
20,000 | $ | 12,350 | |||||
Nina K. Vellayan |
| | ||||||
Ronald W. Johnston |
| | ||||||
Keith S. Kendrick |
| | ||||||
Keith S. Omsberg |
| |
(1) | Amount realized on exercise was determined by multiplying $7.43 (the closing price of Tiers common stock at July 14, 2009, the date of exercise) by the number of shares exercised and subtracting the aggregate exercise price paid for such shares. |
25
| a conviction of the named executive officer of, or a plea of guilty or nolo contendere by the named executive officer to, any felony; | ||
| an intentional violation by the named executive officer of federal or state securities laws; | ||
| willful misconduct or gross negligence by the named executive officer that has or is reasonably likely to have a material adverse effect on Tier; | ||
| a failure of the named executive officer to perform his or her reasonably assigned duties for Tier that has or is reasonably likely to have a material adverse effect on Tier; | ||
| a material violation by the named executive officer of any material provision of our Business Code of Conduct or, in the case of Mr. Rossetti and Mr. Johnston, our Code of Ethics for Chief Executive, Chief Financial and Chief Accounting Officers (or successor policies on similar topics) or any other applicable policies in place; | ||
| a violation by the named executive officer of any provision of his or her Proprietary and Confidential Information, Developments, Noncompetition and Nonsolicitation Agreement with us; or | ||
| fraud, embezzlement, theft or dishonesty by the named executive officer against Tier. |
| any reduction in the named executive officers base salary, or in the case of Mr. Rossetti, a reduction in his maximum bonus opportunity below 100% of base salary, and in the case of each of Mr. Kendrick and Ms. Vellayan, a reduction in the minimum bonus opportunity below 50% of base salary; | ||
| in the case of Mr. Rossetti, a material change in the applicable performance goals used to determine his bonus that makes it materially less likely for the goals to be achieved and which change is not reasonable in light of the Companys business, is designed to make it materially less likely for Mr. Rossetti to obtain the bonus opportunity or is applied solely to Mr. Rossetti (except to the extent relating only to the functions of a Chief Executive Officer); | ||
| in the case of Mr. Rossetti, any reduction in his title, position or reporting status, unless he is provided with a comparable title, position or reporting status, or any material diminution of his duties, responsibilities, powers or authorities; | ||
| in the case of Mr. Kendrick and Ms. Vellayan, any material reduction in position and reporting status (defined as reporting directly to the Chief Executive Officer of Tier or an equivalent position), or any material diminution in the nature and scope of duties, responsibilities, powers or authorities consistent with those immediately following commencement of employment by Mr. Kendrick or Ms. Vellayan, as applicable, with Tier, or the assignment of duties and responsibilities materially inconsistent with Mr. Kendricks position of Senior Vice President, Strategic Marketing or Ms. Vellayans position as Executive Vice President, Chief Operating Officer; | ||
| in the case of Mr. Johnston and Mr. Omsberg, any material diminution of the named executive officers duties, responsibilities, powers, or authorities; |
26
| in the case of Mr. Kendrick, any requirement imposed upon Mr. Kendrick to relocate his principal residence to any other location than Reston, Virginia or Atlanta, Georgia or a similar metropolitan area; | ||
| in the case of Mr. Omsberg, any relocation of his principal place of employment by more than 50 miles or a requirement that Mr. Omsberg relocate his principal place of residence by more than 50 miles; or | ||
| a material breach by Tier of any material provision of the employment agreement. |
Voluntary | ||||||||||||||||||||||||
Involuntary for | Involuntary | termination | ||||||||||||||||||||||
Benefits and payments | Voluntary | cause | not for cause | with good | Change of | |||||||||||||||||||
upon termination | termination(1) | termination(1) | termination(2) | reason(2) | Death (3) | control(4) | ||||||||||||||||||
Salary |
$ | 12,308 | $ | 12,308 | $ | 412,308 | $ | 412,308 | $ | 412,308 | $ | 812,308 | ||||||||||||
Bonus |
400,000 | 400,000 | 1,161,881 | 1,161,881 | 780,940 | 1,161,881 | ||||||||||||||||||
Restricted stock units(5) |
| | | | | | ||||||||||||||||||
Health benefits |
| | 12,000 | 12,000 | | 12,000 | ||||||||||||||||||
Tax gross-up |
| | | | | 1,038,234 | ||||||||||||||||||
Perquisites |
| | | | | | ||||||||||||||||||
Accrued PTO (6) |
(10,025 | ) | (10,025 | ) | (10,025 | ) | (10,025 | ) | (10,025 | ) | (10,025 | ) | ||||||||||||
Total company obligation |
402,283 | 402,283 | 1,576,164 | 1,576,164 | 1,183,223 | 3,014,398 | ||||||||||||||||||
Stock options (7) |
936,150 | 936,150 | 936,150 | 936,150 | 936,150 | 936,150 | ||||||||||||||||||
Total benefit to employee |
$ | 1,338,433 | $ | 1,338,433 | $ | 2,512,314 | $ | 2,512,314 | $ | 2,119,373 | $ | 3,950,548 | ||||||||||||
27
(1) | Amounts reflect maximum salary earned but not paid prior to date of termination, accrued prior year bonus not paid prior to date of termination and personal time off accrued through September 30, 2009. | |
(2) | Amounts reflect maximum salary earned and prior year bonus accrued but not paid prior to date of termination, one years base salary, bonus equal to the average annual bonus paid to Mr. Rossetti (or for the most recent year, accrued for Mr. Rossetti) for the previous three years, or the Average Historic Bonus, prorated for number of months worked prior to occurrence, bonus equal to the Average Historic Bonus, immediate vesting of all stock options, restricted stock grants and restricted stock units already issued under the EVA Plan (and an extension of the measurement period under the EVA Plan to nine months after the date of termination, with full vesting of awards that become earned because of performance during that nine month period), twelve months continuation of health benefits and personal time off accrued through September 30, 2009. In addition, in this scenario, all stock options will be exercisable for a period of one year after the date of Mr. Rossettis termination, other than a stock option for 300,000 shares granted to Mr. Rossetti on July 26, 2006, which will be exercisable until the later of five years after the date of his termination or three months following the date he is no longer serving in a capacity that would enable him to be eligible to receive option grants under the 2004 Plan, but in no event later than July 25, 2016. | |
(3) | Amounts reflect maximum salary earned and prior year bonus accrued but not paid prior to date of termination, one years base salary and bonus equal to the Average Historic Bonus, immediate vesting of all stock options, restricted stock grants and restricted stock units already issued under the EVA plan (and an extension of the measurement period under the EVA Plan to nine months after the date of termination, with full vesting of awards that become earned because of performance during that nine month period) and personal time off accrued through September 30, 2009. In addition, in this scenario, all stock options will be exercisable for a period of one year after the date of Mr. Rossettis termination due to death, other than a stock option for 300,000 shares granted to Mr. Rossetti on July 26, 2006, which will be exercisable until the date that is five years after the date of his death, but in no event later than July 25, 2016. Amounts payable in the event of a termination due to disability are the same as the foregoing, except that Mr. Rossetti would not be entitled to one years base salary and bonus equal to the Average Historic Bonus in the event of a termination for disability. | |
(4) | The amounts payable to Mr. Rossetti upon a change of control vary depending on the relevant facts. The amounts shown in this column assume that Mr. Rossetti remains employed by Tier for the shorter of (i) 180 days after a change in control (the CIC Transition Period) and (ii) the period required by the Board in connection with the change of control, and assists in the transition during such period of employment. In this scenario, Mr. Rossetti is entitled to a payment of two times (a) his base salary in effect on the date of his termination plus (b) a bonus equal to the Average Historic Bonus, immediate vesting of all stock options, restricted stock grants and restricted stock units already issued under the EVA Plan (and an extension of the measurement period under the EVA Plan to nine months after the date of termination, with full vesting of awards that become earned because of performance during that nine month period), gross-ups on payments that are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, twelve months continuation of health benefits and personal time off accrued through September 30, 2009. In another potential scenario, if Tier terminates Mr. Rossettis employment without cause during the CIC Transition Period (or within the 60 days preceding a change of control) or he resigns because Tier does not treat him during that period as a senior executive or senior adviser, he will receive the benefits described in the previous sentence, and will also receive the benefits he would have been entitled to had he been terminated without cause by Tier in the absence of a change of control, other than one years base salary and a bonus equal to the Average Historic Bonus. In a third scenario, if Mr. Rossetti is terminated or resigns for good reason after the CIC Transition Period (or a shorter period under certain circumstances), such termination would be governed by the applicable provisions of Mr. Rossettis employment agreement, depending on the circumstances of the cessation, provided that he would not be entitled to any further cash severance in the form of one years base salary or a bonus equal to the Average Historic Bonus. Mr. Rossetti is entitled to immediate vesting of his equity awards and a nine-month extension of the EVA Plan measurement period if he is employed by Tier immediately prior to a change of control, regardless of whether or when his employment is subsequently terminated. | |
(5) | As of September 30, 2009, the stock price performance targets that trigger the award of RSUs had not been met; therefore, no units were considered awarded or vested for purposes of the table above. | |
(6) | As of September 30, 2009, Mr. Rossettis PTO days taken were in excess of his accrued amount. | |
(7) | The amount represents the value of vested options as of September 30, 2009 at a closing price of $8.48 less the cost to the employee to exercise the options at their exercise price. |
28
Voluntary | ||||||||||||||||||||||||
Involuntary for | Involuntary not for | Termination | ||||||||||||||||||||||
Benefits and payments | Voluntary | cause | Cause | with good | Death or | Change of | ||||||||||||||||||
upon termination | termination(1) | termination(1) | termination(2) | reason (2) | disability(2) | control(3) | ||||||||||||||||||
Salary |
$ | 8,462 | $ | 8,462 | $ | 283,462 | $ | 283,462 | $ | 283,462 | $ | 558,462 | ||||||||||||
Bonus |
206,250 | 206,250 | 206,250 | 206,250 | 206,250 | 431,250 | ||||||||||||||||||
Performance stock
units (4) |
| | | | | | ||||||||||||||||||
Health benefits |
| | 12,000 | 12,000 | 12,000 | 18,000 | ||||||||||||||||||
Perquisites |
| | | | | | ||||||||||||||||||
Accrued PTO |
12,594 | 12,594 | 12,594 | 12,594 | 12,594 | 12,594 | ||||||||||||||||||
Total company obligation |
227,306 | 227,306 | 514,306 | 514,306 | 514,306 | 1,020,306 | ||||||||||||||||||
Stock options (5) |
| | | | | | ||||||||||||||||||
Total benefit to employee |
$ | 227,306 | $ | 227,306 | $ | 514,306 | $ | 514,306 | $ | 514,306 | $ | 1,020,306 | ||||||||||||
(1) | Amounts reflect maximum salary earned but not paid prior to date of termination, accrued prior year bonus not paid prior to date of termination and personal time off accrued through September 30, 2009. | |
(2) | Amounts reflect maximum salary earned but not paid prior to date of termination, accrued prior year bonus not paid prior to date of termination, one years base salary, twelve months continuation of health benefits and personal time off accrued through September 30, 2009. | |
(3) | Amounts shown are payable in the event of a termination of Ms. Vellayans employment by Tier without cause, or a resignation by Ms. Vellayan for good reason, within one year after a change of control, and reflect maximum salary earned but not paid prior to date of termination, accrued prior year bonus not paid prior to date of termination, two times (a) base salary and (b) bonus equal to the average annual bonus paid to Ms. Vellayan (or for the most recent year, accrued for Ms. Vellayan) for the previous three years (or such shorter period during which Ms. Vellayan was employed), immediate vesting of any stock options, eighteen months continuation of health benefits and personal time off accrued through September 30, 2009. | |
(4) | As of September 30, 2009, the stock price performance targets that trigger the award of performance stock units had not been met; therefore, no units were considered awarded or vested for purposes of the table above. In the event Ms. Vellayans employment terminates within 24 months of a change of control due to her death, disability, termination by Tier without cause, or resignation by Ms. Vellayan for good reason, all PSUs previously awarded (if any) will vest in full. | |
(5) | The amount represents the value of vested options as of September 30, 2009 at a closing price of $8.48 less the cost to the employee to exercise the options at their exercise price. |
29
Voluntary | ||||||||||||||||||||||||
Involuntary for | Involuntary not | termination | ||||||||||||||||||||||
Benefits and payments | Voluntary | cause | for cause | with good | Death or | Change of | ||||||||||||||||||
upon termination | termination(1) | termination(1) | termination(2) | reason (2) | disability(2) | control(3) | ||||||||||||||||||
Salary |
$ | 8,369 | $ | 8,369 | $ | 280,369 | $ | 280,369 | $ | 280,369 | $ | 552,369 | ||||||||||||
Bonus |
165,000 | 165,000 | 165,000 | 165,000 | 165,000 | 371,250 | ||||||||||||||||||
Performance stock
units (4) |
| | | | | | ||||||||||||||||||
Health benefits |
| | 12,000 | 12,000 | 12,000 | 18,000 | ||||||||||||||||||
Perquisites |
| | | | | | ||||||||||||||||||
Accrued PTO |
26,049 | 26,049 | 26,049 | 26,049 | 26,049 | 26,049 | ||||||||||||||||||
Total company obligation |
199,418 | 199,418 | 483,418 | 483,418 | 483,418 | 967,668 | ||||||||||||||||||
Stock options (5) |
31,333 | 31,333 | 31,333 | 31,333 | 31,333 | 31,333 | ||||||||||||||||||
Total benefit to employee |
$ | 230,751 | $ | 230,751 | $ | 514,751 | $ | 514,751 | $ | 514,751 | $ | 999,001 | ||||||||||||
(1) | Amounts reflect maximum salary earned but not paid prior to date of termination, accrued prior year bonus not paid prior to date of termination and personal time off accrued through September 30, 2009. | |
(2) | Amounts reflect maximum salary earned but not paid prior to date of termination, accrued prior year bonus not paid prior to date of termination, one years base salary, twelve months continuation of health benefits and personal time off accrued through September 30, 2009. | |
(3) | Amounts shown are payable in the event of a termination of Mr. Johnstons employment by Tier without cause, or a resignation by Mr. Johnston for good reason, within one year after a change of control, and reflect maximum salary earned but not paid prior to date of termination, accrued prior year bonus not paid prior to date of termination, two times (a) base salary and (b) bonus equal to the average annual bonus paid to Mr. Johnston (or for the most recent year, accrued for Mr. Johnston) for the previous three years (or such shorter period during which Mr. Johnston was employed), immediate vesting of any stock options, eighteen months continuation of health benefits and personal time off accrued through September 30, 2009. | |
(4) | As of September 30, 2009, the stock price performance targets that trigger the award of performance stock units had not been met, therefore no units were considered awarded or vested for purposes of the table above. In the event Mr. Johnstons employment terminates within 24 months of a change of control due to his death, disability, termination by Tier without cause, or resignation by Mr. Johnston for good reason, all PSUs previously awarded (if any) will vest in full. | |
(5) | The amount represents the value of vested options as of September 30, 2009 at a closing price of $8.48 less the cost to the employee to exercise the options at their exercise price. |
30
Voluntary | ||||||||||||||||||||||||
Involuntary for | Involuntary not | termination | ||||||||||||||||||||||
Benefits and payments | Voluntary | cause | for cause | with good | Death or | Change of | ||||||||||||||||||
upon termination | termination (1) | termination (1) | termination (2) | reason (2) | disability (2) | control (3) | ||||||||||||||||||
Salary |
$ | 8,154 | $ | 8,154 | $ | 273,154 | $ | 273,154 | $ | 273,154 | $ | 538,154 | ||||||||||||
Bonus |
21,500 | 21,500 | 21,500 | 21,500 | 21,500 | 419,000 | ||||||||||||||||||
Performance stock
units (4) |
| | | | | | ||||||||||||||||||
Health benefits |
| | 12,000 | 12,000 | 12,000 | 18,000 | ||||||||||||||||||
Perquisites |
| | | | | | ||||||||||||||||||
Accrued PTO |
14,593 | 14,593 | 14,593 | 14,593 | 14,593 | 14,593 | ||||||||||||||||||
Total company
obligation |
44,247 | 44,247 | 321,247 | 321,247 | 321,247 | 989,747 | ||||||||||||||||||
Stock options (5) |
13,600 | 13,600 | 13,600 | 13,600 | 13,600 | 13,600 | ||||||||||||||||||
Total benefit to
employee |
$ | 57,847 | $ | 57,847 | $ | 334,847 | $ | 334,847 | $ | 334,847 | $ | 1,003,347 | ||||||||||||
(1) | Amounts reflect maximum salary earned but not paid prior to date of termination, accrued prior year bonus not paid prior to date of termination and personal time off accrued through September 30, 2009. | |
(2) | Amounts reflect maximum salary earned but not paid prior to date of termination, accrued prior year bonus not paid prior to date of termination, one years base salary, twelve months continuation of health benefits and personal time off accrued through September 30, 2009. | |
(3) | Amounts shown are payable in the event of a termination of Mr. Kendricks employment by Tier without cause, or a resignation by Mr. Kendrick for good reason, within one year after a change of control, and reflect maximum salary earned but not paid prior to date of termination, accrued prior year bonus not paid prior to date of termination, two times (a) base salary and (b) bonus equal to the average annual bonus paid to Mr. Kendrick (or for the most recent year, accrued for Mr. Kendrick) for the previous three years (or such shorter period during which Mr. Kendrick was employed), immediate vesting of options, eighteen months continuation of health benefits and personal time off accrued through September 30, 2009. | |
(4) | As of September 30, 2009, the stock price performance targets that trigger the award of performance stock units had not been met, therefore no units were considered awarded or vested for purposes of the table above. In the event Mr. Kendricks employment terminates within 24 months of a change of control due to his death, disability, termination by Tier without cause, or resignation by Mr. Kendrick for good reason, all PSUs previously awarded (if any) will vest in full. | |
(5) | The amount represents the value of vested options as of September 30, 2009 at a closing price of $8.48 less the cost to the employee to exercise the options at their exercise price. |
31
Voluntary | ||||||||||||||||||||||||
Involuntary for | Involuntary not | termination | ||||||||||||||||||||||
Benefits and payments upon | Voluntary | cause | for cause | with good | Death or | Change of | ||||||||||||||||||
termination | termination(1) | termination(1) | termination(2) | reason(2) | disability(2) | control(3) | ||||||||||||||||||
Salary |
$ | 5,846 | $ | 5,846 | $ | 195,846 | $ | 195,846 | $ | 195,846 | $ | 385,846 | ||||||||||||
Bonus |
| | | | | 96,833 | ||||||||||||||||||
Performance stock units (4) |
| | | | | | ||||||||||||||||||
Health benefits |
| | 12,000 | 12,000 | 12,000 | 18,000 | ||||||||||||||||||
Perquisites |
| | | | | | ||||||||||||||||||
Accrued PTO |
19,026 | 19,026 | 19,026 | 19,026 | 19,026 | 19,026 | ||||||||||||||||||
Total company obligation |
24,872 | 24,872 | 226,872 | 226,872 | 226,872 | 519,705 | ||||||||||||||||||
Stock options (5) |
10,590 | 10,590 | 10,590 | 10,590 | 10,590 | 10,590 | ||||||||||||||||||
Total employee benefit |
$ | 35,462 | $ | 35,462 | $ | 237,462 | $ | 237,462 | $ | 237,462 | $ | 530,295 | ||||||||||||
(1) | Amounts reflect maximum salary earned but not paid prior to date of termination, accrued prior year bonus not paid prior to date of termination and personal time off accrued through September 30, 2009. | |
(2) | Amounts reflect maximum salary earned but not paid prior to date of termination, accrued prior year bonus not paid prior to date of termination, one years base salary, twelve months continuation of health benefits and personal time off accrued through September 30, 2009. | |
(3) | Amounts shown are payable in the event of a termination of Mr. Omsbergs employment by Tier without cause, or a resignation by Mr. Omsberg for good reason, within one year after a change of control, and reflect maximum salary earned but not paid prior to date of termination, accrued prior year bonus not paid prior to date of termination, two times (a) base salary and (b) bonus equal to the average bonus paid over the preceding three years (which average would include the retention payment in the amount of $85,000 pursuant to the February 5, 2007 retention agreement between Mr. Omsberg and Tier), immediate vesting of options that would have vested within eighteen months of the termination of Mr. Omsbergs employment, full vesting of all performance stock units awarded in accordance with the PSU Plan (if any), eighteen months continuation of health benefits and personal time off accrued through September 30, 2009. | |
(4) | As of September 30, 2009, the stock price performance targets that trigger the award of performance stock units had not been met, therefore no units were considered awarded or vested for purposes of the table above. In the event Mr. Omsbergs employment terminates within 24 months of a change of control due to his death, disability, termination by Tier without cause, or resignation by Mr. Omsberg for good reason, all PSUs previously awarded (if any) will vest in full. | |
(5) | The amount represents the value of vested options as of September 30, 2009 at a closing price of $8.48 less the cost to the employee to exercise the options at their exercise price. |
32
Fiscal | ||||
Pay component | 2009 | |||
Board retainer (payable quarterly in arrears) |
$ | 20,000 | ||
Board member fee (per meeting) |
||||
In-person meeting |
1,000 | |||
Telephonic meeting |
500 | |||
Committee chair retainer (payable quarterly in arrears) |
||||
Audit committee |
5,000 | |||
All other committees |
2,500 | |||
Committee meeting fee (per meeting) |
||||
In-person meeting |
1,000 | |||
Telephonic meeting |
500 | |||
Lead director retainer (payable quarterly in arrears) |
5,000 |
| Death and disabilityPro rata vesting through the date of death or disability; immediate payout | ||
| Voluntary resignationPro rata vesting through the date of resignation; payable at end of 3-year vesting period | ||
| Termination for causeForfeit entire award | ||
| Change of control100% vesting, payable on date of change of control |
33
Fees earned or paid | ||||||||||||
Name | in cash ($) | Stock awards ($) (1) | Total ($) | |||||||||
Charles W. Berger (Chair Audit Committee) |
$ | 41,000 | $ | 12,720 | $ | 53,720 | ||||||
Samuel Cabot III (2) |
25,750 | | 25,750 | |||||||||
John J. Delucca (Vice Chair Audit Committee) |
37,500 | 12,720 | 50,220 | |||||||||
Daniel J. Donoghue (3) |
17,000 | 12,720 | 29,720 | |||||||||
Morgan P. Guenther (Chair Governance and
Nominating Committee) |
52,500 | 12,720 | 65,220 | |||||||||
Philip G. Heasley (Chair Compensation
Committee and Lead Director) |
46,500 | 12,720 | 59,220 | |||||||||
Michael R. Murphy (3) |
19,500 | 12,720 | 32,220 | |||||||||
David A. Poe (Chair Data Security Committee) |
31,875 | 12,720 | 44,595 | |||||||||
Zachary F. Sadek (3) |
16,500 | 12,720 | 29,220 | |||||||||
James R. Stone (4) |
18,500 | | 18,500 |
(1) | The amounts included in this column reflect the dollar amount recognized as an expense for financial statement reporting purposes in fiscal 2009 for restricted stock unit awards, calculated in accordance with U.S. GAAP. Assumptions used in the calculation of these amounts are included in footnote 14 to the audited consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended September 30, 2009, as amended. The expense per member has been calculated as total expense to be recognized on the date of valuation per month multiplied by the number of months in measurement period, based on the following: |
Number of RSUs awarded |
9,000 | |||
Fair value of award (closing price on day of valuation) |
$ | 8.48 | ||
Total fair value |
$ | 76,320 | ||
Total months to recognize expense |
36 | |||
Number of months in measurement period |
6 |
Name | Stock awards outstanding | Options outstanding | ||||||
Charles W. Berger |
9,000 | 140,000 | ||||||
John J. Delucca |
9,000 | 40,000 | ||||||
Daniel J. Donoghue |
9,000 | | ||||||
Morgan P. Guenther |
9,000 | 150,000 | ||||||
Philip G. Heasley |
9,000 | 10,002 | ||||||
Michael R. Murphy |
9,000 | | ||||||
David A. Poe |
9,000 | 6,668 | ||||||
Zachary F. Sadek |
9,000 | |
(2) | Mr. Cabots term of office expired when his successor was elected at our 2009 annual meeting. | |
(3) | Messrs. Donoghue, Murphy and Sadek joined our Board in March 2009. | |
(4) | Mr. Stone did not stand for re-election at our 2009 annual meeting. |
34
Common stock beneficially owned | ||||||||||||
Percent of | ||||||||||||
Name of beneficial owner(1) | Total number of shares | class(2) | ||||||||||
Charles W. Berger |
140,000 | (3) | * | |||||||||
John J. Delucca |
50,000 | (4) | * | |||||||||
Daniel Donoghue |
2,459,404 | (5) | 13.5 | % | ||||||||
Morgan P. Guenther |
140,000 | (3) | * | |||||||||
Philip Heasley |
20,002 | (6) | * | |||||||||
Michael Murphy |
2,459,404 | (5) | 13.5 | % | ||||||||
David A. Poe |
6,668 | (3) | * | |||||||||
Zachary Sadek |
1,799,321 | (7) | 9.9 | % | ||||||||
Ronald W. Johnston |
81,666 | (8) | * | |||||||||
Keith Kendrick |
30,000 | (9) | * | |||||||||
Keith S. Omsberg |
37,500 | (10) | * | |||||||||
Ronald L. Rossetti |
434,500 | (11) | 2.3 | % | ||||||||
Nina K. Vellayan |
53,564 | (12) | * | |||||||||
All directors and executive officers
as a group (13 persons) |
5,252,625 | (13) | 27.6 | % |
35
Common stock beneficially owned | ||||||||
Total number of | Percent of | |||||||
Name of beneficial owner | shares | class(1) | ||||||
Discovery Group I, LLC (2) |
2,459,404 | 13.50 | % | |||||
Wells Fargo & Company (3) |
2,109,746 | 11.60 | % | |||||
Giant Investment, LLC (4) |
1,799,321 | 9.90 | % | |||||
Dimensional Fund Advisors LP (5) |
1,761,302 | 9.70 | % | |||||
Heartland Advisors, Inc. (6) |
1,738,574 | 9.60 | % | |||||
Signia Capital Management, LLC (7) |
1,432,650 | 7.90 | % |
(1) | The percentages shown are based on 18,150,965 shares of common stock outstanding as of January 15, 2010. |
36
(2) | Address: 191 North Wacker Drive, Suite 1685, Chicago, Illinois 60606. Based solely on information contained in a Schedule 13D/A filed with the SEC by Discovery Group I, LLC on January 7, 2010. Discovery Group I, LLC is the sole general partner of Discovery Equity Partners, L.P. Discovery Equity Partners, L.P. beneficially owns 2,109,667 shares of common stock and Discovery Group I, LLC beneficially owns 2,459,404 shares of common stock. Daniel J. Donoghue and Michael R. Murphy, each of whom is a member of our Board of Directors, are the sole managing members of Discovery Group I, LLC and may be deemed to beneficially own 2,459,404 shares of common stock. | |
(3) | Address: For Wells Fargo & Company, 420 Montgomery Street, San Francisco, California 94104; for Wells Capital Management Incorporated, 525 Market Street, 10th Floor, San Francisco, California 94105. Based solely on information contained in a Schedule 13G/A filed with the SEC on January 26, 2009 by Wells Fargo & Company and its subsidiary, Wells Capital Management Incorporated. This table reflects the shares of common stock owned by Wells Fargo & Company and Wells Capital Management Incorporated as of December 31, 2009. | |
(4) | Address: 265 Franklin Street, 18th Floor, Boston, Massachusetts 02110. Based solely on information contained in a Schedule 13D/A filed with the SEC on January 15, 2010 by Giant Investment, LLC, (Giant); Parthenon Investors II, L.P. (Parthenon); PCap Partners II, LLC (PCap Partners); PCap II, LLC (PCap II); John C. Rutherford; and Ernest K. Jacquet (collectively, the Parthenon Group). Parthenon is a managing member of Giant, PCap Partners is a general partner of Parthenon, and PCap II is a managing member of PCap Partners. Giant directly beneficially owns 1,799,321 shares of common stock. As parents of Giant, Parthenon, PCap Partners and PCap II may be deemed to beneficially own their proportional interest in the shares of common stock directly and beneficially owned by Giant, comprising 1,748,401 shares of common stock. John C. Rutherford and Ernest K. Jacquet are control persons of various entities indirectly investing in Giant and may be deemed to beneficially own a proportional interest in the shares of common stock owned by Giant, comprising 1,799,321 shares of common stock. In addition, Exhibit 99.2 to a Schedule 13D/A filed by the Parthenon Group on January 6, 2009 indicated that Mr. Sadek, who is a member of our Board of directors, may be deemed to indirectly beneficially own all of the shares directly beneficially owned by Giant due to his position as a Vice President of PCap Managers LLC, an affiliate of Giant, but that Mr. Sadek disclaims any such beneficial ownership. | |
(5) | Address: Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas 78746. Based solely on information contained in a Schedule 13G/A filed with the SEC by Dimensional Fund Advisors LP (Dimensional) on February 9, 2009. In its role as an investment advisor or manager to certain investment companies, trusts and accounts (the Funds), Dimensional possesses investment and/or voting power over the shares shown in the table above, and may be deemed to be the beneficial owner of such shares. However, all shares reported above are owned by the Funds, and Dimensional disclaims beneficial ownership of such shares. This table reflects the shares of common stock deemed beneficially owned by Dimensional as of December 31, 2008. | |
(6) | Address: 789 North Water Street, Milwaukee, Wisconsin 53202. Based solely on information contained in a Schedule 13G/A filed with the SEC by Heartland Advisors, Inc. on February 11, 2009. This table reflects the shares of common stock that may be deemed beneficially owned by (1) Heartland Advisors, Inc., by virtue of its investment discretion and voting authority granted by certain clients, and (2) William J. Nasgovitz, as a result of his ownership interest in Heartland Advisors, Inc, in each case as of December 31, 2008. Heartland Advisors, Inc. and Mr. Nasgovitz specifically disclaim beneficial ownership of these shares. | |
(7) | Address: 108 N. Washington St. Ste 305, Spokane, WA 99201. Based solely on information contained in a Schedule 13G filed with the SEC by Signia Capital Management, LLC on February 13, 2009. This table reflects shares of common stock beneficially owned by Signia Capital Management, LLC as of December 31, 2008. |
Number of securities to | Weighted-average | Number of securities | ||||||||||
be issued upon exercise | exercise price of | remaining available for | ||||||||||
of outstanding options, | outstanding | future issuance under | ||||||||||
warrant and rights | options, warrants | equity compensation plans | ||||||||||
Plan category | (in thousands) | and rights ($) | (in thousands) | |||||||||
Equity compensation plans |
||||||||||||
Approved by security holders |
2,359 | $ | 7.86 | 1,353 | ||||||||
Not approved by security holders |
| | | |||||||||
Total |
2,359 | $ | 7.86 | 1,353 | ||||||||
37
| Any related person transaction proposed to be entered into by Tier must be reported to our General Counsel. |
| The Governance and Nominating Committee shall review and approve all related person transactions, prior to effectiveness or consummation of the transaction, whenever practicable. |
| If the General Counsel determines that advance approval of a related person transaction is not practicable under the circumstances, the Governance and Nominating Committee shall review and, in its discretion, may ratify the related person transaction at the next Governance and Nominating Committee meeting, or at the next meeting following the date that the related person transaction comes to the attention of the General Counsel; provided, however, that the General Counsel may present a related person transaction arising in the time period between meetings of the Governance and Nominating Committee to the Chair of the Governance and Nominating Committee, who shall review and may approve the related person transaction, subject to ratification by the Governance and Nominating Committee at the next meeting. |
| Previously approved transactions of an ongoing nature shall be reviewed by the Governance and Nominating Committee annually to ensure that such transactions have been conducted in accordance with the previous approval granted by the Governance and Nominating Committee, if any, and that all required disclosures regarding the related person transaction are made. |
| the related persons interest in the transaction, the dollar value of the amount involved, and the dollar value of the amount of the related persons interest, without regard to profit or loss; |
| whether the transaction was undertaken in the ordinary course of business; |
38
| whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party; |
| the purpose of, and potential benefits to us of, the transaction; and |
| any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. |
1. | interests arising solely from the related persons position as an executive officer of another entity (whether or not the person is also a director of such entity) that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction with the Company and do not receive any special benefits as a result of the transaction and (c) the amount involved in the transaction equals less than the greater of $200,000 or 5% of the annual gross revenues of the company receiving payment under the transaction; |
2. | a transaction that is specifically contemplated by provisions of our charter or bylaws; and |
3. | transactions that do not constitute related person transactions pursuant to the instructions to the SECs related person transaction disclosure rule. |
39
(in thousands) | 2009 | 2008 | ||||||
Audit Fees(1) |
$ | 539 | $ | 540 | ||||
Audit Related Fees(2) |
52 | | ||||||
Tax Fees |
| | ||||||
All Other Fees |
| | ||||||
Total |
$ | 591 | $ | 540 | ||||
(1) | Represents fees for the audit of our financial statements, review of our quarterly financial statements, audit of our internal controls, and advice on accounting matters directly related to the audit and audit services provided in connection with other statutory and regulatory filings. | |
(2) | Represents fees associated with the review of ChoicePay financial statements, as a result of the acquisition of ChoicePay in January 2009. |
40
Exhibit | ||
number | Exhibit description | |
2.1
|
Purchase and Sale Agreement between Tier Technologies, Inc. and Informatix, Inc., dated June 30, 2008 (1) | |
2.2
|
Asset Purchase Agreement between Tier Technologies, Inc., Cowboy Acquisition Company and ChoicePay, Inc., dated as of January 13, 2009 (2) | |
3.1
|
Restated Certificate of Incorporation (3) | |
3.2
|
Amended and Restated Bylaws of Tier Technologies, Inc., as amended (4) | |
4.1
|
Form of common stock certificate (3) | |
4.2
|
See Exhibits 3.1 and 3.2, for provisions of the Restated Certificate of Incorporation and Amended and Restated Bylaws, as amended of the Registrant defining rights of the holders of common stock of the Registrant | |
10.1
|
Amended and Restated 1996 Equity Incentive Plan, dated January 28, 1999 (6)* | |
10.2
|
Form of Incentive Stock Option Agreement under the Registrants Amended and Restated 1996 Equity Incentive Plan (7)* | |
10.3
|
Form of Nonstatutory Stock Option Agreement under the Registrants Amended and Restated 1996 Equity Incentive Plan (7)* | |
10.4
|
Amended and Restated 2004 Stock Incentive Plan (8)* | |
10.5
|
Form of Incentive Stock Option Agreement under the Registrants Amended and Restated 2004 Stock Incentive Plan (8)* | |
10.6
|
Form of Nonstatutory Stock Option Agreement under the Registrants Amended and Restated 2004 Stock Incentive Plan (8)* | |
10.7
|
Form of Restricted Stock Agreement under the Registrants Amended and Restated 2004 Stock Incentive Plan (8)* | |
10.8
|
Form of California Indemnification Agreement (9) | |
10.9
|
Form of Delaware Indemnification Agreement for officers (29) | |
10.10
|
Form of Delaware Indemnification Agreement for directors (29) | |
10.11
|
Tier Corporation 401(k) Plan, Summary Plan Description (9)* | |
10.12
|
Supplemental Indemnity Agreement by and between Registrant and Bruce R. Spector, dated September 2, 2004 (11)* | |
10.13
|
Employment Agreement dated July 1, 2004 between Tier Technologies, Inc. and Ms. Deanne M. Tully (10)* | |
10.14
|
Executive Severance and Change in Control Benefits Agreement (10)* | |
10.15
|
Amended and Restated Credit and Security Agreement between the Registrant, Official Payments Corporation, EPOS Corporation and City National Bank dated March 6, 2006 (12) | |
10.16
|
Form of Employment Security Agreements between Tier Technologies, Inc., and each of Steven Beckerman, Todd Vucovich, and Michael Lawler, dated March 28, 2006 (13) * | |
10.17
|
Employment Agreement between Tier Technologies, Inc., and Ronald L. Rossetti, dated July 26, 2006 (14)* | |
10.18
|
Non-Statutory Stock Option Agreement between Tier and Ronald L. Rossetti, dated July 26, 2006 (14)* | |
10.19
|
Description of Option Grants awarded to David E. Fountain, Steven M. Beckerman, Michael Lawler, Deanne Tully, Stephen Wade, Charles Berger, Samuel Cabot, Morgan Guenther, T. Michael Scott, Bruce Spector, and fifteen other employees on August 24, 2006 (15)* |
41
Exhibit | ||
number | Exhibit description | |
10.20
|
Employment Agreement between Tier Technologies, Inc. and David E. Fountain, dated December 11, 2006(16)* | |
10.21
|
First Amendment to Amended and Restated Credit and Security Agreement dated March 20, 2007 between the Registrant, Official Payments Corporation, EPOS Corporation and City National Bank (17) | |
10.22
|
Second Amendment to Amended and Restated Credit and Security Agreement dated September 26, 2007 between the Registrant, Official Payments Corporation, EPOS Corporation and City National Bank (18) | |
10.23
|
Share Repurchase Agreement between CPAS Systems, Inc., Tier Ventures Corporation and Tier Technologies, Inc. dated June 29, 2007 (19) | |
10.24
|
Employment Agreement between Tier Technologies, Inc., and Kevin Connell, dated August 9, 2007 (20)* | |
10.25
|
Transition Agreement between Tier Technologies, Inc., and Deanne M. Tully dated December 12, 2007 (29)* | |
10.26
|
Separation Agreement and Release between Tier Technologies, Inc., and Todd F. Vucovich, dated February 12, 2007 (29)* | |
10.27
|
Amendment to the Separation Agreement and Release between Tier Technologies, Inc., and Todd F. Vucovich, dated November 15, 2007 (29)* | |
10.28
|
Employment Agreement between Tier Technologies, Inc. and Ronald L. Rossetti, dated April 30, 2008 (21)* | |
10.29
|
Employment Agreement between Tier Technologies, Inc. and Keith Kendrick, dated June 30, 2008 (22)* | |
10.30
|
Employment Agreement between Tier Technologies, Inc. and Ronald W. Johnston, dated July 1, 2008 (22)* | |
10.31
|
Independent Contractor Agreement between Tier Technologies, Inc. and Steven M. Beckerman, dated August 6, 2008 (23) * | |
10.32
|
Third Amendment to Amended and Restated Credit and Security Agreement between Tier Technologies, Inc., Official Payments Corporation, EPOS Corporation and City National Bank dated September 29, 2008 (24) | |
10.33
|
Employment Agreement between Tier Technologies, Inc. and Nina K. Vellayan, dated September 22, 2008 (25)* | |
10.34
|
UBS Offering Letter dated October 8, 2008, together with Acceptance Form of Tier Technologies, Inc., dated November 11, 2008 (26) | |
10.35
|
UBS Offering Letter dated October 8, 2008, together with Acceptance Form of Official Payments Corporation, dated November 11, 2008 (26) | |
10.36
|
Enterprise Value Award Plan Amendment to Reflect Supplemental Award dated December 4, 2008 between Tier Technologies, Inc. and Ronald L. Rossetti (27)* | |
10.37
|
Tier Technologies, Inc. Executive Performance Stock Unit Plan (30)* | |
10.38
|
Employment Agreement between Tier Technologies, Inc. and Keith Omsberg, effective as of May 6, 2009 (28)* | |
10.39
|
Renewal Letter: Short Clear Extension of Termination Date between Tier Technologies, Inc., Official Payments Corporation, EPOS Corporation and City National Bank (31) | |
21.1
|
Subsidiaries of the Registrant (31) | |
23.1
|
Consent of McGladrey & Pullen, LLP, Independent Registered Public Accounting Firm(31) | |
42
Exhibit | ||
number | Exhibit description | |
31.1
|
Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934(31) | |
31.2
|
Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934(31) | |
31.3
|
Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934(32) | |
31.4
|
Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934(32) | |
31.5
|
Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934 | |
31.6
|
Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934 | |
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(31) | |
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(31) |
* | Management contract or compensatory plan required to be filed as an exhibit to this report | |
| Filed as an exhibit to this report | |
(1) | Filed as an exhibit to Form 8-K, filed July 7, 2008, and incorporated herein by reference | |
(2) | Filed as an exhibit to Form 8-K, filed on January 20, 2009, and incorporated herein by reference | |
(3) | Filed as an exhibit to Form 8-K, filed on July 19, 2005, and incorporated herein by reference | |
(4) | Filed as an exhibit to Form 8-K, filed on February 24, 2009, and incorporated herein by reference | |
(5) | Filed as an exhibit to Form 10-Q/A, filed November 3, 2008, and incorporated herein by reference | |
(6) | Filed as an exhibit to Form 10-Q, filed May 11, 2001, and incorporated herein by reference | |
(7) | Filed as an exhibit to Form 8-K, filed November 12, 2004, and incorporated herein by reference | |
(8) | Filed as an exhibit to Form 8-K, filed July 5, 2005 and incorporated herein by reference | |
(9) | Filed as an exhibit to Form S-1 (No. 333-37661), filed on October 10, 1997, and incorporated herein by reference | |
(10) | Filed as an exhibit to Form 10-K, filed October 27, 2006, and incorporated herein by reference | |
(11). | Filed as an exhibit to Form 10-K, filed December 28, 2004, and incorporated herein by reference | |
(12) | Filed as an exhibit to Form 8-K, filed March 9, 2006, and incorporated herein by reference | |
(13) | Filed as an exhibit to Form 8-K, filed April 3, 2006, and incorporated herein by reference | |
(14) | Filed as an exhibit to Form 8-K, filed August 1, 2006, and incorporated herein by reference | |
(15) | Filed as an exhibit to Form 8-K, filed August 29, 2006, and incorporated herein by reference | |
(16) | Filed as an exhibit to Form 10-K, filed December 13, 2006, and incorporated herein by reference | |
(17) | Filed as an exhibit to Form 8-K, filed March 28, 2007, and incorporated herein by reference | |
(18) | Filed as an exhibit to Form 8-K, filed September 27, 2007, and incorporated herein by reference | |
(19) | Filed as an exhibit to Form 8-K, filed July 3, 2007, and incorporated herein by reference | |
(20) | Filed as an exhibit to Form 10-Q, filed August 9, 2007, and incorporated herein by reference | |
(21) | Filed as an exhibit to Form 10-Q, filed May 6, 2008, and incorporated herein by reference | |
(22) | Filed as an exhibit to Form 8-K, filed July 7, 2008, and incorporated herein by reference | |
(23) | Filed as an exhibit to Form 8-K, filed August 7, 2008, and incorporated herein by reference | |
(24) | Filed as an exhibit to Form 8-K, filed October 3, 2008, and incorporated herein by reference | |
(25) | Filed as an exhibit to Form 10-K, filed December 8, 2008, and incorporated herein by reference | |
(26) | Filed as an exhibit to Form 10-Q, filed February 9, 2009, and incorporated herein by reference | |
(27) | Filed as an exhibit to Form 10-Q, filed May 11, 2009, and incorporated herein by reference | |
(28) | Filed as an exhibit to Form 8-K, filed May 19, 2009, and incorporated herein by reference | |
(29) | Filed as an exhibit to Form 10-K, filed December 14, 2007, and incorporated herein by reference | |
(30) | Filed as an exhibit to Form 8-K, filed January 22, 2009, and incorporated herein by reference | |
(31) | Previously filed as an exhibit to Form 10-K filed November 10, 2009 | |
(32) | Previously filed as an exhibit to Form 10-K/A filed January 28, 2010 |
43
Tier Technologies, Inc. |
||||
Dated: March 15, 2010 | By: | /s/ Ronald L. Rossetti | ||
Ronald L. Rossetti | ||||
Chief Executive Officer | ||||
44