Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 2, 2020, the Compensation Committee of the Board (the "Compensation
Committee") granted performance units (the "Performance Units") and restricted
stock to officers of the Company. The Performance Units and restricted stock
grants were made under the Company's 2019 Stock Incentive Plan, which was
approved by the Company's stockholders in May 2019.
Performance Unit Awards
The Performance Units granted to each recipient are payable in shares of the
Company's common stock (the "Common Stock") based upon the achievement by the
Company over a performance period commencing on January 1, 2020 and ending on
December 31, 2022 of performance goals established by the Compensation
Committee. The number of shares of Common Stock that may be issued pursuant to
an award will be determined by multiplying the number of Performance Units
granted under the award by the result of multiplying the "Relative TSR
Percentage" by the "Absolute TSR Percentage." The "Relative TSR Percentage" is
the percentage, if any, achieved by attainment of the following performance
goals for the performance period, as certified by the Compensation Committee:
(i) if the Company's total shareholder return ("TSR") measured against the
Company's peer group is below the 25th percentile, the Relative TSR Percentage
is 0%; (ii) if the TSR measured against the Company's peer group is at the 25th
percentile, the Relative TSR Percentage is 50%; (iii) if the TSR measured
against the Company's peer group is at the 50th percentile, the Relative TSR
Percentage is 100%; (iv) if the TSR measured against the Company's peer group is
at the 70th percentile, the Relative TSR Percentage is 150%; and (v) if the TSR
measured against the Company's peer group is in the 90th percentile or above,
the Relative TSR Percentage is 200%, with 200% being the maximum and the
Compensation Committee applying straight line interpolation for all points
between such performance levels. The "Absolute TSR Percentage" is the percentage
achieved by attainment of the following performance goals for the performance
period, as certified by the Compensation Committee: (a) if the Company's
absolute annualized TSR is less than 0%, the Absolute TSR Percentage is 50%; (b)
if the Company's absolute annualized TSR is at least 0% and not greater than 5%,
the Absolute TSR Percentage is 75%; (c) if the Company's absolute annualized TSR
is at least 5% and not greater than 10%, the Absolute TSR Percentage is 100%;
(d) if the Company's absolute annualized TSR is at least 10% and not greater
than 15%, the Absolute TSR Percentage is 125%; and (e) if the Company's absolute
annualized TSR is greater than 15%, the Absolute TSR Percentage is 150%. TSR for
the Company and each of the peer companies is generally determined by dividing
(A) the average closing stock prices on each trading day during the period
beginning on the first day of the calendar month in which the last day of the
performance period occurs and ending on the last day of the performance
period plus cash dividends paid over the performance period minus the starting
average stock price by (B) the starting average stock price, with the starting
average stock price being the average of the closing stock prices on each
trading day in the calendar month immediately preceding the first day of the
performance period.
Dividend equivalents with respect to any cash dividends paid during the
performance period are paid at the same time, and subject to the same terms and
conditions, as are applicable to Performance Units, except that if more than one
share of Common Stock becomes payable in respect of a Performance Unit, then the
maximum amount of dividend equivalents payable with respect to such unit equals
the aggregate amount of cash dividends paid during the performance period on one
share of Common Stock.
Unless otherwise determined by the Compensation Committee, each recipient will
forfeit his or her Performance Units if the recipient's employment with the
Company terminates during the performance period for any reason other than a
termination of employment by the Company without cause, or the recipient's
death, disability or retirement on or after attainment of age 65. If the
recipient's employment is terminated by the Company without cause (and not by
reason of death or disability) during the performance period, the recipient is
entitled to pro-rated vesting of his or her Performance Units based on the
number of days employed during the performance period and based upon the lower
of the target level of performance or the actual level of performance through
the date of termination. If the recipient's employment is terminated during the
performance period due to his or her death or disability, the recipient is
entitled to receive payment with respect to all of his or her Performance Units
based on the higher of the target level or actual level of performance through
the date of termination. If the recipient's employment is terminated during the
performance period due to his or her retirement, the recipient is entitled to
pro-rated vesting of his or her Performance Units based on the number of days
employed during the performance period and based upon the actual level of
performance through the end of the performance period. In the event of a change
of control of the Company during the performance period, the Relative TSR
Percentage and the Absolute TSR Percentage will be determined based on actual
performance as if the performance period ended on the date of the change of
control, and outstanding Performance Units will be automatically converted into
restricted stock on the date of the change in control, which restricted stock
will continue to vest based on continued employment through the end of the
original performance period. Upon a termination without cause or resignation for
good reason upon or following a change in control, such restricted stock shall
immediately vest in full.


--------------------------------------------------------------------------------

The number of Performance Units granted on January 2, 2020 by the Compensation Committee to the Company's named executive officers is as follows: Timothy A. Leach, 57,798 Performance Units; Jack F. Harper, 25,696 Performance Units; and C. William Giraud, 19,324 Performance Units.


  The foregoing description of the award of Performance Units on January 2,
2020, to the Company's named executive officers is qualified in its entirety by
reference to the complete text of a Performance Unit Award Agreement that
contains the terms of the award. The Performance Units awarded to each of
Messrs. Leach, Harper and Giraud are based on a form Performance Unit Award
Agreement approved by the Compensation Committee, a copy of which is attached
hereto as Exhibit 10.1, and incorporated herein by reference.
Restricted Stock Awards
The restricted stock awards for each of Messrs. Leach, Harper and Giraud vest in
four equal annual installments beginning on January 2, 2021. The number of
shares subject to the restricted stock awards granted on January 2, 2020 by the
Compensation Committee to the Company's named executive officers is as follows:
Timothy A. Leach, 28,899 shares of restricted stock; Jack F. Harper, 17,131
shares of restricted stock; and C. William Giraud, 19,324 shares of restricted
stock.
Unless otherwise determined by the Compensation Committee, each recipient will
forfeit his or her restricted stock if the recipient's employment with the
Company terminates during the vesting period applicable to the award for any
reason other than a termination of employment by the Company without cause, or
the recipient's death or disability. If the recipient's employment is terminated
by the Company without cause (and not by reason of death or disability) during
the vesting period, the recipient is entitled to pro-rated vesting of his or her
restricted stock based on the number of days employed during the vesting period.
If the recipient's employment is terminated during the vesting period due to his
or her death or disability, the recipient is entitled to vest with respect to
all of his or her restricted stock as of the date of termination. In the event a
change of control of the Company occurs and within two years thereafter the
recipient is terminated by the Company without cause or by the recipient for
good reason, the recipient is entitled to vest with respect to all of his or her
restricted stock as of the date of termination.
The foregoing description of the restricted stock awards granted on January 2,
2020 to the Company's named executive officers is qualified in its entirety by
reference to the complete text of a Restricted Stock Agreement which contains
the terms of the award. The restricted stock awards to each of Messrs. Leach,
Harper and Giraud are based on a form Restricted Stock Agreement previously
approved by the Compensation Committee that was filed as Exhibit 10.3 to the
Company's Current Report on Form 8-K on January 4, 2019 and is incorporated
herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
Exhibit Number   Description

     10.1          Form of Performance Unit Award Agreement.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses