Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On January 28, 2009, our Compensation Committee increased the base salary of
Stephen C. Taylor, our President, Chief Executive Officer and Chairman of the
Board, from $275,000 to $316,000. Mr. Taylor is employed pursuant to an
employment agreement entered into on October 25, 2008. No other changes were
made to the terms of Mr. Taylor's employment agreement, which was summarized in
our Report on Form 8-K filed with the SEC on October 30, 2008, and filed as an
exhibit thereto.
In addition, pursuant to the terms of Mr. Taylor's employment agreement,
we granted Mr. Taylor a stock option to purchase 30,000 shares of our common
stock pursuant to our 1998 Stock Option Plan. The option is subject to vesting
requirements under which one-third of the option shares will vest and become
exercisable on the first anniversary of the grant date and another one-third of
the option shares will vest on the second and third anniversary date thereafter.
The exercise price of the option is $9.95 per share, the fair market value of
our common stock on the date of grant. The option expires ten years from the
date of grant.
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