Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Based on its review of EMSCs performance, on March 13, 2008, the
Compensation Committee of EMSCs Board of Directors (the Committee)
recommended, and EMSCs Board of Directors (the Board) approved base salaries
for EMSCs named executive officers in the following amounts: William A. Sanger,
Chief Executive Officer $947,232; Randel G. Owen, Executive Vice President
and Chief Financial Officer $410,727; Todd G. Zimmerman, Executive Vice
President, General Counsel and Secretary $382,875; Dighton C. Packard, M.D.,
Chief Medical Officer $288,961.
Pursuant to the previously disclosed employment agreements for EMSCs
named executive officers and based upon the attainment of performance targets
previously established by the Committee under EMSCs Executive Officer
Evaluation and Compensation Plan (the EIP), on March 14, 2008, EMSC paid
annual cash bonus awards to the following officers in accordance with the terms
of the EIP: William A. Sanger, Chief Executive Officer $1,400,894; Randel G.
Owen, Executive Vice President and Chief Financial Officer $334,091; and Todd
G. Zimmerman, Executive Vice President, General Counsel and Secretary
$311,436. Dighton C. Packard, M.D., EMSCs Chief Medical Officer, is not
subject to the EIP, and was awarded $ 147,259 under a different bonus plan.
In addition, on March 14, 2008, pursuant to Committee
recommendation and Board approval, EMSC paid Don S. Harvey a cash bonus award
of 617,866 for his services rendered in 2007.
Mr. Harvey, EMSCs Chief of Special Projects, served as EMSCs
President and Chief Operating Officer for the entirety of 2007. Mr. Harvey will not be eligible for
future payments under the EIP.
The Committee also
recommended, and the Board approved, internal earnings thresholds, adjustable
upon certain corporate events, before any payments would be made under the EIP
for Fiscal Year 2008. The determination
of bonus awards under the EIP is described further in EMSCs Proxy Statement,
filed on Form DEF 14A on April 16, 2007. The Board also increased the annual
short-term incentive award targets for each of Mr. Owen and Mr. Zimmerman
from their previous target of 55% of annual base salary to 70% of annual base
salary. These targets are used to
determine the pro rata distribution of EIP payments between Messrs. Sanger,
Owen and Zimmerman provided that threshold earnings are met for Fiscal Year
2008.
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