from 8-K filing
"...On January 18, 2005 Internet Capital Group Operations, Inc., a wholly owned subsidiary of Internet Capital Group, Inc. (the "Company"), Wayne Strategy Consultants, Inc. ("WSCI") and Dr. Michael Zisman entered into the First Amendment to Independent Contractor Agreement (the "First Amendment"). Dr. Zisman is a member of the Company's Board of Directors and the sole stockholder of WSCI. The First Amendment amends the Independent Contractor Agreement dated August 17, 2004 by and among the Company, WSCI and Dr. Zisman.
The First Amendment provides that Dr. Zisman will devote approximately 90% of his full business time and effort providing services to the Company and the Company will pay WSCI $360,000 per annum (pro rated for any partial calendar years). The First Agreement further provides that WSCI shall be eligible to participate in the Company's incentive bonus plan, with an initial target bonus of 100% of the annual base compensation and with the determination of the amount of any bonus taking into account the overall percentage of target bonus declared by the Company's Board of Directors or Compensation Committee of the Board of Directors.
Additionally, the First Amendment provides that management will recommend to the Compensation Committee of the Company's Board of Directors that (a) WSCI be awarded 48,000 shares of restricted shares of the Company's common stock that vest in a manner similar to the vesting schedule for employee restricted stock grants made in July, 2004 and (b) WSCI be awarded additional equity grants in the future similar to those to be awarded to the Company's managing directors.
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