UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
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by the Registrant
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by a Party other than the Registrant
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to §240.14a-12
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AMERICAN
ORIENTAL BIOENGINEERING, INC.
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
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Fee
previously paid with preliminary
materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
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(1) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
AMERICAN
ORIENTAL BIOENGINEERING, INC.
1
Liangshuihe First Avenue, Beijing E-Town Economic and Technology Development
Area, E-Town
Beijing
100176, People’s Republic of China
SUPPLEMENT
DATED NOVEMBER 16, 2009 TO THE
PROXY
STATEMENT DATED OCTOBER 23, 2009 FOR THE
ANNUAL
MEETING OF STOCKHOLDERS
to
be held on December 8, 2009
Unless the context requires otherwise,
all references to “AOB”, “Company,” “we,” “us” or “our” refer to American
Oriental Bioengineering, Inc. and its subsidiaries.
This
Supplement provides updated information for the proxy statement dated October
23, 2009 (the “Proxy Statement”), which was previously provided, or made
available, to the holders of common stock, par value $0.001 per share of the
Company (the “Common Stock”) and series A preferred stock, par value $0.001 per
share of the Company (the “Series A Preferred Stock”) as of October 13, 2009
(the “Record Date”) who are entitled to notice of, and to vote at, the annual
meeting of stockholders to be held on December 8, 2009, at 9:00 p.m. Beijing
Standard Time (local time), which is the equivalent to December 8, 2009 at 8:00
a.m. U.S. Eastern Standard Time (the “Annual Meeting”), at 1 Liangshuihe First
Avenue, Beijing E-Town Economic and Technology Development Area, E-Town, Beijing
100176, People’s Republic of China.
Explanatory
Note
This
Supplement provides amended and restated disclosure on executive
compensation for the fiscal years ended December 31, 2008, 2007 and
2006. In addition, this Supplement provides information on the
amended employment agreements and amended stock option award agreements of the
Company’s executive officers.
During
the review of its third quarter September 30, 2009 operating results, the
Company identified isolated historical accounting errors in: (i) the calculation
of stock based compensation, (ii) the recognition of deferred tax liabilities of
certain acquired assets, and (iii) the provision of deferred tax liabilities on
undistributed earnings. The accounting errors have resulted in the misstatement
of certain balance sheet and income statement items and the cumulative net
earnings since 2006. The Company has no evidence that the errors resulted from
any fraud or intentional misconduct. The Company undertook a review to determine
the total amount of the errors and the accounting periods in which the errors
occurred. The impact of each individual error identified or in aggregate was not
material, however, when considering the effects of prior year misstatements when
quantifying misstatements in current year financial statements, the Company
chose to restate its previously reported financial statements.
As a
result of the errors identified in the stock based compensation calculation, on
November 15, 2009, the Company amended its 2008 and 2009 employment
agreements (the “Employment Agreements”) and 2008 and 2009 stock option award
agreements of each of Tony Liu (Chairman and Chief Executive Officer), Yanchun
Li (Chief Financial Officer and Chief Operations Officer), Jun Min (Vice
President), Binsheng Li (Chief Accounting Officer) and Wilfred Chow (V.P. of
Finance) (collectively, the “Executives”).
Under the
Employment Agreements each Executive was initially granted an option to purchase
a certain number of shares of Common Stock (the “Initial Option Grant”), which
number was based upon the Company’s internal method for valuing each share of
Common Stock underlying the stock option at the time of the grant (the “Per
Share Value”), to reach a total annual compensation value for accounting
purposes (the “Total Value”). As the result of an error in the
calculation of the Per Share Value, the number of shares issuable under the
Initial Option Grant was incorrect for each Executive and should have been
lower. However, the Total Value and the exercise price of the Initial
Option Grant for each Executive remained unchanged. The Board of
Directors approved the amendment to the Employment Agreements and the
Compensation Committee approved the reduction in the Initial Option
Grant.
The
reduction in the Initial Option Grant for each Executive for the fiscal year
2008, which is the most recent year for which annual compensation disclosure is
provided in the Proxy Statement, was as follows:
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2008
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Name
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Original
Option
Grant
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Revised
Option
Grant
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Tony
Liu
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307,428
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111,850
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Yanchun
Li
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271,543
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98,794
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Jun
Min
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203,657
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74,096
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Binsheng
Li
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167,771
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61,040
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Wilfred
Chow
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186,857
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67,983
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On
November 16, 2009, the Company filed Amendment No. 1 on Form 10-K/A (the “Form
10-K/A”) which amends the Annual Report on Form 10-K for the year ended December
31, 2008 filed with the Securities and Exchange Commission on March 9, 2009 (the
“Original Report”). The Form 10-K/A includes amended and restated consolidated
financial statements and related financial information for the years ended
December 31, 2008, 2007 and 2006, which included amending and restating Item 11.
Executive Compensation. It also includes amended and restated
financial results for each of the three interim quarterly periods in the years
ended December 31, 2008 and 2007.
This
Supplement amends and restates the disclosure contained in the Proxy Statement
with respect to executive compensation. Specifically, the tabular
information under the “Summary Compensation Table” and “2008 Outstanding Equity
Awards at Year-End” has been revised, as well as the disclosure and tabular
information under the section entitled, “Employee Stock Option Plan “ and the
disclosure under the section entitled “Employment Agreements.” There
were no changes to the compensation of the independent directors for
2008.
Except as
specifically updated by the information contained in this Supplement, all
information set forth in the Proxy Statement, the Notice of Availability of
Proxy Materials, the Notice of Annual Meeting and proxy card remains accurate
and should be considered in voting your shares. This Supplement does
not provide all of the information that is important to your decision in voting
at the Annual Meeting. Additional information is contained in the
Proxy Statement. This Supplement should be read in conjunction with
the Proxy Statement.
This
Supplement and the Form 10-K/A are available at
www.proxyvote.com
. We
intend to mail this Supplement and the Form 10-K/A on or about November 20, 2009
to all stockholders of record, as of the Record Date, who have requested to
receive a paper or email copy of the documents related to the Annual
Meeting.
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/s/ Tony
Liu
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Tony
Liu
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Chairman, and Chief
Executive Officer
|
November
16, 2009
The
Company’s executive compensation program for the named executive officers (NEOs)
is administered by the Compensation Committee of the Board of
Directors.
Compensation
Objectives
We
believe that the compensation programs for the Company’s NEOs should reflect the
Company’s performance and the value created for the Company’s stockholders. In
addition, the compensation programs should support the short-term and long-term
strategic goals and values of the Company, and should reward individual
contributions to the Company’s success. Our compensation plans are consequently
designed to link individual rewards with Company’s performance by applying
objective, quantitative factors including the Company’s own business performance
and general economic factors. We also rely upon subjective, qualitative factors
such as technical expertise, leadership and management skills, when structuring
executive compensation in a manner consistent with our compensation
philosophy.
Process for
Determining Compensation for Executives
The
Compensation Committee makes independent decisions about all aspects of NEO
compensation, and takes into account (i) recommendations from our Chief
Executive Officer with respect to the compensation of NEOs other than
himself, and (ii) information that our Human Resources department provides
regarding compensation data and benchmarks for comparable positions and
companies in different applicable geographical area.
The
Compensation Committee regularly reviews the design and structure of the
Company’s compensation programs to ensure that management’s interests are
closely aligned with stockholders’ interests and that the compensation programs
are designed to further the Company’s strategic priorities.
Elements
of Compensation
Base Salary
. Base
salaries for the named executive officers are set forth in their respective
employment agreements. Periodically, however, the Compensation Committee
considers proposals from the Company’s management to approve increases to the
base salaries for named executive officers other than our CEO. When considering
whether to approve these adjustments, the Compensation Committee takes into
account a number of factors, including:
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the
Company’s performance;
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the
individual’s current and historical performance and contribution to the
Company;
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and
the individual’s role and unique
skills.
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We tried
to set executives’ base salaries near the median of the range of salaries for
executives in similar positions with similar responsibilities at comparable
companies, in line with our compensation philosophy. Base salaries are reviewed
annually, and may be increased to align salaries with market levels after taking
into account the subjective evaluation described previously.
Annual Cash Incentive
Bonuses
. The Company has a cash incentive bonus plans for NEO. The
plan is designed to promote executive decision making and achievement that
supports the realization of key overall Company financial goals. For the year
2008, the participants in the Company’s cash incentives program consisted of
each of the Company’s five named executive officers.
In 2008,
executives had target bonus opportunities ranging from 0% to 75% of salary
earnings, depending on position level and responsibility, with larger bonus
opportunities provided to those with greater responsibility. The Compensation
Committee establishes the guidelines under which the plan is administered,
including financial performance goals and payout schedules. The goals reflect
the Company’s performance using performance measures of net income.
The plan
provides payouts based on different levels of achievement:
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Threshold:
the minimum level
of performance for which a bonus is paid and set at 90% of the Target
level. No bonuses will be earned if the Threshold level of the Company’s
performance is not achieved;
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Minimum:
70% of bonus is paid for achievement of 90% to 99.9% of financial
goals.
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Target
:
100% of bonus is paid
for achievement of financial goals.
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Maximum
:
achievement at a
superior level of performance for 300% payout of the Target
bonus.
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For
achievement between Target and Maximum, bonus payouts are interpolated to
reflect the level of results achieved.
Equity Incentive
Compensation
. We believe that long-term performance is achieved through
an ownership culture participated in by our executive officers through the use
of stock-based awards. Currently, we do not maintain any incentive compensation
plans based on pre-defined performance criteria. The Compensation Committee has
the general authority, however, to award equity incentive compensation, i.e.
stock options, to our executive officers in such amounts and on such terms as
the committee determines in its sole discretion. The Committee does not have a
determined formula for determining the number of options available to be
granted. The Compensation Committee will review each executive’s individual
performance and his or her contribution to our strategic goals periodically.
With the exception of stock options automatically granted at the end of each
fiscal quarter in accordance with the terms of the employment agreement with our
executive officers, our Compensation Committee grants equity incentive
compensation at times when we do not have material non-public information to
avoid timing issues and the appearance that such awards are made based on any
such information.
The
Compensation Committee is carefully monitoring our executive compensation
programs. It is our general objective to provide our NEOs with total annual
compensation near the median of the range of salaries for executives in similar
positions with similar responsibilities at comparable companies. To accomplish
this objective, we anticipate increasing levels of executive compensation over
time. The Compensation Committee has reviewed the Compensation
Discussion & Analysis (“CD & A”) prepared by management and
recommended it for inclusion in this Proxy Statement.
Summary
Compensation Table
The
following table sets forth all cash compensation paid or to be paid by the
Company, as well as certain other compensation paid or accrued, for each of the
last three fiscal years to each named executive officer.
Name and Principal
Position
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Year
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Salary
($) (1)
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Bonus
($) (2)
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Stock
Awards
($)
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Option
Awards
($) (3)
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Non-
Equity
Incentive
Plan
Compensation
($)
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Change in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
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All Other
Compensation
($)
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Total
($)
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Tony
Liu, CEO and Chairman
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2008
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200,000
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40,267
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—
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538,000
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—
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—
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—
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778,267
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2007
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200,000
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53,253
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—
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1,488,000
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—
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—
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—
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1,741,253
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2006
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150,000
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—
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—
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53,923
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—
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—
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—
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203,923
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Yanchun
Li, CFO, COO, Director
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2008
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160,000
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30,201
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—
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475,200
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—
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—
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665,401
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2007
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160,000
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39,940
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—
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1,190,400
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—
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—
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—
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1,390,340
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2006
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90,000
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—
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—
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32,355
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—
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—
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—
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122,355
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Jun
Min, VP, Director
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2008
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120,000
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30,201
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—
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356,400
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—
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—
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—
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506,601
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2007
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120,000
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39,940
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—
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892,800
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—
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—
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—
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1,052,740
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2006
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70,000
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—
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—
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15,000
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—
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—
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—
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85,000
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Binsheng
Li, Chief Accounting officer, Director
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2008
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80,000
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20,134
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—
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293,600
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—
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—
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—
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393,734
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2007
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80,000
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26,626
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—
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595,200
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—
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—
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—
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701,826
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2006
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57,000
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—
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—
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19,413
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—
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—
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—
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76,413
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Wilfred
Chow, SVP of Finance
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2008
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190,000
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40,267
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—
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327,000
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—
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—
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—
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557,267
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2007
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160,000
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53,253
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—
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744,000
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—
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—
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—
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957,253
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2006
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100,000
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26,666
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—
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—
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—
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|
—
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—
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126,666
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__________________
(1)
|
The
amounts reported in this column represent base salaries paid to each of
the named executive officers for 2008 as provided for in their respective
employment agreements.
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(2)
|
The
named executive officers did not receive any discretionary bonuses,
sign-on bonuses, or other annual bonus payments that are not contingent on
the achievement of stipulated performance goals. Cash bonus payments that
are contingent on achieving pre-established and communicated
goals.
|
(3)
|
Option
award amounts in this table relate to the accounting expense for options
granted in accordance with Statement of Financial Accounting Standards
No. 123 (revised 2004), Share-Based Payment, (SFAS 123(R)), which
requires the expensing of equity stock
awards.
|
In
April 20, 2008, we entered into employment agreements with Tony Liu, our
Chairman and Chief Executive Officer, Yanchun Li, our Chief Financial Officer
and Chief Operations Officer, Jun Min, our Vice President, and Binsheng Li, our
Chief Accounting Officer, all of whom are also directors of the Company. We also
entered into employment agreement with Wilfred Chow, our Senior Vice President
of Finance. Each of the Employment Agreements were
subsequently amended to reduce the number of options granted to the numbers
included below in the description of each employment
agreement.
Tony
Liu’s employment agreement has a term of one year, effective as of
April 20, 2008, and provides for an annual base salary of $200,000, subject
to subsequent annual review by the Company’s Compensation Committee. The term of
his agreement shall be automatically renewed for another year, unless a written
notice is given by either party of an intention not to renew the agreement no
later than 90 days prior to the expiration of the term. The agreement also
provides for the grant of options to purchase 111,850 shares of common stock with an exercise price of
$8.35 per share. The stock options are granted under the Company’s 2006 Equity
Incentive Plan and will vest ratably over a five year period, subject to
Mr. Liu’s continued employment with the Company on each vesting date.
Mr. Liu is also entitled to an annual performance based bonus of up to
US$40,000 based upon the Company’s performance. Such amount may be increased if
the Company exceeds certain net income targets for the year, or may be decreased
if the net income targets are not met. We can terminate Mr. Liu’s
employment with cause or without cause pursuant to a decision by our board of
directors. In the event Mr. Liu’s employment is terminated without cause,
he will be eligible to receive monthly payments at his then applicable monthly
base salary for the rest of his term from the date of termination of the
employment.
Lily Li’s
employment agreement has a term of one year, effective as of April 20,
2008, and provides for an annual base salary of $160,000, subject to subsequent
annual review by the Company’s Compensation Committee. The term of her agreement
shall be automatically renewed for another year, unless a written notice is
given by either party of an intention not to renew the agreement no later than
90 days prior to the expiration of the term. The agreement also provides for the
grant of options to purchase 98,794 shares of common
stock with an exercise price of $8.35 per share. The stock options are granted
under the Company’s 2006 Equity Incentive Plan and will vest ratably over a five
year period, subject to Ms. Li’s continued employment with the Company on
each vesting date. Ms. Li is also entitled to an annual performance based
bonus of up to US$30,000 based upon the Company’s performance and such amount
may be increased if the Company exceeds certain net income targets for the year,
or may be decreased if the net income targets are not met. We can terminate
Ms. Li’s employment with cause or without cause pursuant to a decision by
our board of directors. In the event Ms. Li’s employment is terminated
without cause, she will be eligible to receive monthly payments at her then
applicable monthly base salary for the rest of her term from the date of
termination of her employment.
Jun Min’s
employment agreement has a term of one year, effective as of April 20,
2008, and provides for an annual base salary of $120,000, subject to subsequent
annual review by our board of directors. The term of his agreement shall be
automatically renewed for another year, unless a written notice is given by
either party of an intention not to renew the agreement no later than 90 days
prior to the expiration of the term. The agreement also provides for the grant
of options to purchase 74,096 shares of common stock
with an exercise price of $8.35 per share. The stock options are granted under
the Company’s 2006 Equity Incentive Plan and will vest ratably over a five year
period, subject to Mr. Min’s continued employment with the Company on each
vesting date. Mr. Min is also entitled to an annual performance based bonus
of up to US$30,000 based upon the Company’s performance and such amount may be
increased if the Company exceeds certain net income targets for the year, or may
be decreased if the net income targets are not met. We can terminate
Mr. Min’s employment with cause or without cause pursuant to a decision by
our Chief Executive Officer. In the event Mr. Min’s employment is
terminated without cause, he will be eligible to receive monthly payments at his
then applicable monthly base salary for the rest of his term from the date of
termination of the employment.
Binsheng
Li’s employment agreement has a term of one year, effective as of April 20,
2008, and provides for an annual base salary of $80,000, subject to subsequent
annual review by our board of directors. The term of his agreement shall be
automatically renewed for another year, unless a written notice is given by
either party of an intention not to renew the agreement no later than 90 days
prior to the expiration of the term. The agreement also provides for the grant
of options to purchase 61,040 shares of common stock
with an exercise price of $8.35 per share. The stock options are granted under
the Company’s 2006 Equity Incentive Plan and will vest ratably over a five year
period, subject to Mr. Li’s continued employment with the Company on each
vesting date. Mr. Li is also entitled to an annual performance based bonus
of up to US$20,000 based upon the Company’s performance and such amount may be
increased if the Company exceeds certain net income targets for the year, or may
be decreased if the net income targets are not met. We can terminate
Mr. Li’s employment with cause or without cause pursuant to a decision by
our Chief Executive Officer. In the event Mr. Li’s employment is terminated
without cause, he will be eligible to receive monthly payments at his then
applicable monthly base salary for the rest of his term from the date of
termination of the employment.
Wilfred
Chow’s employment agreement has a term of one year, effective as of
April 20, 2008, and provides for an annual base salary of $190,000, subject
to subsequent annual review by our board of directors. The term of his agreement
shall be automatically renewed for another year, unless a written notice is
given by either party of an intention not to renew the agreement no later than
90 days prior to the expiration of the term. The agreement also provides for the
grant of options to purchase 67,983 shares of common
stock with an exercise price of $8.35 per share. The stock options are granted
under the Company’s 2006 Equity Incentive Plan and will vest ratably over a five
year period, subject to Mr. Chow’s continued employment with the Company on
each vesting date. Mr. Chow is also entitled to an annual performance based
bonus of up to US$40,000 based upon the Company’s performance and such amount
may be increased if the Company exceeds certain net income targets for the year,
or may be decreased if the net income targets are not met. We can terminate
Mr. Chow’s employment with cause or without cause pursuant to a decision by
our Chief Executive Officer. In the event Mr. Chow’s employment is
terminated without cause, he will be eligible to receive monthly payments at his
then applicable monthly base salary for the rest of his term from the date of
termination of the employment.
Potential
Payments Upon Termination or Change in Control
Assuming
the employment of our NEOs were to be terminated without cause or for good
reason, as of December 31, 2008, the following individuals would have been
entitled to payments in the amounts set forth opposite to their name in the
below table through April 20, 2009:
|
|
|
Cash
Payments
|
|
Tony
Liu
|
|
$
|
66,667
|
|
Yanchun
Li
|
|
|
53,333
|
|
JunMin
|
|
|
40,000
|
|
Binsheng
Li
|
|
|
26,667
|
|
Wilfred
Chow
|
|
|
63,333
|
|
Employee
Stock Option Plan
In March
2004, our Board of Directors formally adopted a Stock Option Plan (the “2004
Plan”). Under the 2004 Plan, we were authorized to grant non-qualified options
to purchase up to 2,900,000 shares of our common stock to our employees,
officers, directors and consultants. The 2004 Plan was administered directly by
our Compensation Committee. Subject to the provisions of the 2004 Plan, the
Compensation Committee determined who would receive stock options, the number of
shares of common stock that may be covered by the option grants, the time and
manner of exercise of options and exercise prices, as well as any other
pertinent terms of the options. The Company replaced the 2004 Plan with a new
Equity Incentive Plan that was adopted by the Board and approved by the
stockholders in 2006 (“2006 Plan”). The 2006 Plan provides a maximum of
5,000,000 shares for future grants but the Company is not
intended to grant more than 1,000,000 shares in one calendar year . The
Company will not grant any additional awards under the 2004 Plan. All awards
starting from 2007 have been granted under the 2006 Plan. Those individuals with
awards outstanding under the 2004 Plan will continue to hold such awards in
accordance with the terms of their respective grant agreements.
As of
December 31, 2008, the Company granted an aggregate of 1,697,763 options under the 2006 Plan. For the year ended
December 31, 2008, options to purchase a total of 413,763 shares of common stock were granted to the
executive officers. In 2008, the Company granted the following options to the
NEO’s pursuant to the 2006 Plan:
2008
Grants of plan-based awards table
Name
|
|
|
Grant
Date
|
|
|
Estimated Future
Payouts
Under
Equity
Incentive
Plan
Awards
(Target)
(#)(1)
|
|
|
Exercise or
Base
Price
of
Option
Awards
($ /Sh)
(2)
|
|
|
Closing
Price on
Grant
Date
($ /Sh)
|
|
|
Grant Date
Fair
Value
of
Option
Awards
($ /Sh)
|
|
Tony
Liu
|
|
|
4/20/08
|
|
|
|
111,850
|
|
|
|
8.35
|
|
|
|
8.35
|
|
|
|
538,000
|
|
Yanchun
Li
|
|
|
4/20/08
|
|
|
|
98,794
|
|
|
|
8.35
|
|
|
|
8.35
|
|
|
|
475,200
|
|
Jun
Min
|
|
|
4/20/08
|
|
|
|
74,096
|
|
|
|
8.35
|
|
|
|
8.35
|
|
|
|
356,400
|
|
Binsheng
Li
|
|
|
4/20/08
|
|
|
|
61,040
|
|
|
|
8.35
|
|
|
|
8.35
|
|
|
|
293,600
|
|
Wilfred
Chow
|
|
|
4/20/08
|
|
|
|
67,983
|
|
|
|
8.35
|
|
|
|
8.35
|
|
|
|
327,000
|
|
__________________
(1)
|
Represents
the number of stock options granted in 2008 under the Company’s 2006 Plan.
These options vest and become exercisable ratably in five equal annual
installments beginning one year after the grant date.
|
(2)
|
Represents
the exercise price for the stock options granted, which was the five days
average closing stock prices on the NYSE of the Company’s Common Stock
preceding the grant date.
|
2008
Outstanding Equity Awards at Year-end
|
|
Option
Awards
|
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
|
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
Tony
Liu
|
|
|
40,000
|
|
|
|
160,000
|
|
|
|
200,000
|
|
|
10.74
|
|
|
4/20/2017
|
Tony
Liu
|
|
|
—
|
|
|
|
111,850
|
|
|
|
111,850
|
|
|
8.35
|
|
|
4/20/2018
|
Yanchun
Li
|
|
|
32,000
|
|
|
|
128,000
|
|
|
|
160,000
|
|
|
10.74
|
|
|
4/20/2017
|
Yanchun
Li
|
|
|
—
|
|
|
|
98,794
|
|
|
|
98,794
|
|
|
8.35
|
|
|
4/20/2018
|
Jun
Min
|
|
|
24,000
|
|
|
|
96,000
|
|
|
|
120,000
|
|
|
10.74
|
|
|
4/20/2017
|
Jun
Min
|
|
|
—
|
|
|
|
74,096
|
|
|
|
74,096
|
|
|
8.35
|
|
|
4/20/2018
|
Binsheng
Li
|
|
|
16,000
|
|
|
|
64,000
|
|
|
|
80,000
|
|
|
10.74
|
|
|
4/20/2017
|
Binsheng
Li
|
|
|
—
|
|
|
|
61,040
|
|
|
|
61,040
|
|
|
8.35
|
|
|
4/20/2018
|
Wilfred
Chow
|
|
|
20,000
|
|
|
|
80,000
|
|
|
|
100,000
|
|
|
10.74
|
|
|
4/20/2017
|
Wilfred
Chow
|
|
|
—
|
|
|
|
67,983
|
|
|
|
67,983
|
|
|
8.35
|
|
|
4/20/2018
|
Option
Exercises and Stock Vested During 2008
|
|
Option
Awards
|
|
|
|
Number of
Shares Acquired on
Exercise
(#)
|
|
|
Value Realized on
Exercise
($)
|
|
Tony
Liu
|
|
|
—
|
|
|
|
—
|
|
Yanchun
Li
|
|
|
—
|
|
|
|
—
|
|
Jun
Min
|
|
|
—
|
|
|
|
—
|
|
Binsheng
Li
|
|
|
—
|
|
|
|
—
|
|
Wilfred
Chow
|
|
|
—
|
|
|
|
—
|
|
Compensation
of Independent Directors for the 2008
On
April 9, 2008, Compensation Committee of the Company, after the annual
compensation review meeting, approved changes to the annual compensation
provided to independent directors. The changes were made upon the ratification
by the Board of Directors. The fee changes for annual retainers and the changes
for annual equity awards become effective as of April 20, 2008. The changes
in compensation for independent directors are as follows:
|
•
|
the
annual retainer fee was increased for each independent director from
$40,000 to $50,000;
|
|
•
|
the
annual stock award was increased for each independent director from
$60,000 to $65,000, and
|
|
•
|
an
additional annual stock award of $5,000 for Compensation Committee Chair
and $8,000 for Audit Committee Chair was
granted.
|
The
annual retainer is paid to the independent directors in monthly installments in
arrears. Independent directors are entitled to receive each year shares of
common stock of the Company with an aggregate value range from $65,000 to
$73,000 per annum, calculated based on the average closing price per share for
the five (5) trading days preceding and including the date of the signing
of each such independent director’s service agreement. The equity award to
independent directors is awarded at the beginning of each year for service
rendered for the preceding year. The Company reimburses its independent
directors for reasonable travel expenses to attend Board and Committee
meetings.
The
following table sets forth all compensation paid or to be paid by AOB, as well
as certain other compensation paid or accrued, for each of the independent
directors for the year 2008.
Name
|
|
Fees
Earned or
Paid in Cash
($)
|
|
|
Stock Awards
($)
|
|
Option Awards
($)
|
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total
($)
|
|
Cosimo
J. Patti
|
|
46,667
|
|
|
|
63,333
|
(1)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
110,000
|
|
Xianmin
Wang
|
|
46,667
|
|
|
|
63,333
|
(1)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
110,000
|
|
Eileen
Brody
|
|
—
|
|
|
|
115,000
|
(2)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
115,000
|
|
Lawrence
S Wizel
|
|
46,667
|
|
|
|
71,333
|
(3)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
118,000
|
|
Baiqing
Zhang
|
|
46,667
|
|
|
|
63,333
|
(1)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
110,000
|
|
________________
(1)
|
7,085
shares of common stock to be issued were outstanding for each of the
independent directors as of January 1, 2009.
|
|
|
(2)
|
13,239
shares of common stock to be issued were outstanding as of January 1,
2009.
|
(3)
|
7,977
shares of common stock to be issued were outstanding as of January 1,
2009.
|
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