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DELAWARE
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36-2495346
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(State
or other jurisdiction
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers. Establishment
of Performance-Based Target Bonuses and Long-Term Incentive
Opportunities
On
January 11, 2008, the Compensation Committee (the “Committee”) of the
Board of Directors of the Company established performance-based
target
bonuses and long-term incentive opportunities for its management
team,
including, without limitation, its principal executive officer,
principal
financial officer and the other executive officers listed in the
table
below, effective for the Company’s 2008 fiscal year. Cash
awards paid under such arrangement are designed to provide eligible
participants with incentive compensation based upon the achievement
of
pre-established performance measures. Under such arrangement, awards
are
variable, and are determined based on a scale establishing specific
weighting of certain financial and business objectives of the
Company. The financial objectives include earnings before
interest, taxes, depreciation and amortization. Depending on the
applicable officer, the business objectives include, without limitation:
(i) achieving certain strategic objectives; (ii) achieving certain
per
unit operating costs; (iii) achieving pre-established levels of
selling,
general and administrative expenses; and (iv) achieving customer
specific
initiatives.
The
potential business objective target bonus (the “Personal Business
Objective Bonus”) for each executive begins payout at achievement of 90%
of a pre-established financial performance goal for the Company
(the “Company Financial Performance Goal”) and achievement of at
least 75% of individual strategic, personal and operational
goals. The financial objective target bonus (the “Company
Financial Objective Bonus”) begins payout at achievement of 100% of the
Company Financial Performance Goal, with 100% of the Company Financial
Objective Bonus being earned at a target level of approximately
120% of
the Company Financial Performance Goal (the “Target
Objective”). If actual performance exceeds the Target
Objective, the Company Financial Objective Bonus will continue
to increase
up to a maximum payout for achievement of (i) 175% of the Company
Financial Performance Goal for the principal executive officer
and
principal financial officer and (ii) 150% of the Company Financial
Performance Goal for all other executive officers. The
long-term incentive opportunities are obtained with achievement
at 100% of
the Company Financial Performance Goal and are primarily intended
to be
delivered through annual restricted stock grants vesting over a
four-year
period. No awards will be earned if threshold performance
levels are not met. The following table sets forth the current
base salary of each listed executive officer and the amounts that
can be
attained by each such executive officer under the aforementioned
arrangement, in the case of the Personal Business Objective Bonus
and the
long-term incentive opportunity, at achievement of 100% of the
Company
Financial Performance Goal, and in the case of the Company
Financial Objective Bonus, at achievement of the Target
Objective:
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Name
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Title
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Current
Base
Salary
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Approved
Maximum Personal Business Objective Bonus
Opportunity
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Approved
Company Financial Objective Bonus Opportunity Payable at Target
Objective
(1)
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Approved
Maximum
LTI Opportunity
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Randall
C. Stuewe
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Chief
Executive Officer
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$625,000
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$109,375
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$328,125
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$373,000
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John
O. Muse
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Chief
Financial Officer
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325,000
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40,625
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121,875
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144,000
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Mark
Myers
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Chief
Operating Officer – Midwest
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437,000
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38,238
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114,713
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n/a
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Neil
Katchen
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Chief
Operating Officer – Retail and Service
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260,000
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32,500
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97,500
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134,000
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Robert
H. Seemann
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Executive
Vice President – Sales and Marketing
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207,000
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25,875
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77,625
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63,000
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DARLING
INTERNATIONAL INC.
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By:
/s/ Randall C. Stuewe
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Date: January
17, 2008
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Randall
C. Stuewe
Chief Executive Officer
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