Compensatory Arrangement - Paul G. Casner, Jr.

Amendment to Compensatory Arrangements - Paul G. Casner, Jr.

 

 

 

 

Compensatory Arrangement of Paul G. Casner, Jr.

As previously reported by Integral Systems, Inc. (the “Company”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2009 (the “Initial Report”), the Board of Directors of the Company (the “Board”) has appointed Paul G. Casner, Jr. as interim Chief Executive Officer of the Company effective August 5, 2009. On August 10, 2009, the Compensation Committee of the Board of directors agreed upon a compensation arrangement for Mr. Casner for his service as interim Chief Executive Officer. This Current Report on Form 8-K/A amends the Initial Report to add the information regarding the compensation of Mr. Casner.

Mr. Casner’s base salary is three hundred ninety thousand dollars ($390,000) per annum. Mr. Casner will be issued options to purchase one hundred thousand (100,000) shares of the Company’s common stock under the Company’s 2008 Stock Incentive Plan (as described in the Company’s Annual Report on Form 10-K filed with the SEC on December 24, 2008), which options (i) have an exercise price equal to the closing price of the Company’s stock on August 10, 2009, or seven dollars and thirty-one cents ($7.31), (ii) shall vest in three equal installments on the first three anniversaries of the date of grant and (iii) have a term of ten (10) years. Mr. Casner will be eligible to receive an annual cash incentive bonus for fiscal year 2009 at the discretion of the Board. If the Board determines that Mr. Casner should receive such a bonus, the amount will be determined by the Board at a later date. In fiscal year 2010, Mr. Casner will participate in the Integral Systems, Inc. Incentive Compensation Plan as established by the Compensation Committee of the Board (as described in the Company’s definitive proxy statement filed with the SEC on January 22, 2009). Mr. Casner is also eligible to participate in benefit plans that are generally available to the Company’s employees, such as the 401(k) plan, disability and life insurance, and vacation, sick and holiday time off.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

INTEGRAL SYSTEMS, INC.

Dated: August 14, 2009

 

By:

 

/s/ William M. Bambarger Jr.

 

Name:

 

William M. Bambarger, Jr.

 

Title:

 

Chief Financial Officer and Treasurer

 

 

 

 

Compensatory Arrangement of Paul G. Casner, Jr. - Amendment

On August 14, 2009, Integral Systems, Inc. (the “Company”) filed a Current Report on Form 8-K/A with the Securities and Exchange Commission (the “SEC”) reporting on the compensation arrangement approved on August 10, 2009, by the Compensation Committee of the Board of Directors for Paul G. Casner, Jr., who was appointed interim Chief Executive Officer of the Company effective August 5, 2009. This Current Report on Form 8-K/A amends the prior Form 8-K/A in certain respects.

The stock options granted to Mr. Casner to purchase one hundred thousand (100,000) shares of the Company’s common stock under the Company’s 2008 Stock Incentive Plan vest in three equal annual installments on the grant date and the first two anniversaries of the grant date, instead of on the first three anniversaries of the grant date. Moreover, any incentive compensation for fiscal year 2010 paid to Mr. Casner will be determined by the Compensation Committee of the Board in its discretion.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

INTEGRAL SYSTEMS, INC.

Dated: August 27, 2009

 

 

By:

 

/s/ William M. Bambarger, Jr.

 

 

Name:

 

William M. Bambarger, Jr.

 

 

Title:

 

Chief Financial Officer and Treasurer