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KEY TRONIC CORP FILES (8-K) Disclosing Change in Directors or Principal Officers(Edgar Glimpses Via Acquire Media NewsEdge) ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS 2010 Incentive Plan Awards On October 31, 2014, the Board of Directors granted Stock Appreciation Rights ("SARS") awards under the Company's 2010 Incentive Plan, as amended and restated on October 23, 2014, to Craig D. Gates, President & CEO in the amount of 50,000 SARS, to Ronald F. Klawitter, Executive Vice President of Administration, CFO and Treasurer in the amount of 25,000 SARS, to Douglas G. Burkhardt, Executive Vice President of Worldwide Operations in the amount of 20,000 SARS, to Philip S. Hochberg, Executive Vice President of Business Development in the amount of 20,000 SARS and to Brett R. Larsen, Vice President of Finance and Controller in the amount of 10,000 SARS. The Board of Directors also granted awards under the Plan to each non-employee Director of the Company in the amount of 7,500 SARS. These SARS will vest on the third anniversary of the grant date of the awards, and only to the extent the Company's return on invested capital ("ROIC") over the vesting period compared to the weighted average of a selected group of peer companies over the same period has reached the levels set forth below as of the vesting date: Level Performance Relative To Group % of Award That Vests Peer Companies Below Entry < 90% of Industry Average 0% Entry 90% of Industry Average 50% Expected Value Industry Average 75% Overachievement 110% of Industry Average 100% ROIC = Operating Income divided by (Assets - Interest Free Debt) (Assets exclude cash and deferred tax assets) The SARS expire five years from the grant date, subject to earlier termination in accordance with the terms of the 2010 Incentive Plan, as amended and restated on October 23, 2014, and Stock Appreciation Rights Agreement. The award or a portion of the award may be exercised by giving written notice to the Company, in form and substance satisfactory to the Company, which will state the election to exercise the award and the number of SARS being exercised. Upon the exercise of the award, the grantee will be entitled to receive payment in cash or common stock in an amount determined by multiplying: (a) the difference between the per share fair market value of the Common Stock of Key Tronic Corporation on the date of exercise over the per share base price of the SARS of $8.22 per share by (b) the number of SARS exercised. -------------------------------------------------------------------------------- [ Back To TMCnet.com's Homepage ] |