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RUSHA > SEC Filings for RUSHA > Form 8-K on 4-Mar-2009All Recent SEC Filings

Show all filings for RUSH ENTERPRISES INC \TX\ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for RUSH ENTERPRISES INC \TX\


4-Mar-2009

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 27, 2009, the Board of Directors of the Company (the "Board"), upon the recommendation of the Compensation Committee, approved the following compensation payments to the Company's named executive officers:

Cash Bonus Payments



After a review of competitive market data and the Company's operating results
for the 2008 fiscal year, the Compensation Committee approved the following cash
bonus payments:



                                                           Cash
Name / Title                                               Bonus

W. M. "Rusty" Rush
President, Chief Executive Officer and Director          $ 583,000

W. Marvin Rush
Chairman and Director                                    $ 438,000

Martin A. Naegelin, Jr.
Executive Vice President                                 $ 175,000

Daryl J. Gorup
Senior Vice President - Dealership Operations            $ 141,000

James E. Thor
Senior Vice President - Retail Sales                     $ 135,000

Steven L. Keller
Vice President - Chief Financial Officer and Treasurer   $ 100,000

The cash bonuses will be paid on March 13, 2009.

Stock Option Grants



The Compensation Committee approved the following stock options exercisable for
the Company's Class A common stock (the "Stock Options"):



Name / Title                                             Options

W. M. "Rusty" Rush
President, Chief Executive Officer and Director           75,000

W. Marvin Rush
Chairman and Director                                     60,000

Martin A. Naegelin, Jr.
Executive Vice President                                  30,000

Daryl J. Gorup
Senior Vice President - Dealership Operations             21,450

James E. Thor
Senior Vice President - Retail Sales                      18,150

Steven L. Keller
Vice President - Chief Financial Officer and Treasurer    12,000


The Stock Options will be granted under the Rush Enterprises, Inc. 2007 Long-Term Incentive Plan (the "Plan") on March 13, 2009 (the "Grant Date"). The Stock Options will have an exercise price equal to the closing sale price of the Company's Class A common stock on the Grant Date and will vest in three equal annual installments beginning on the third anniversary of the Grant Date.

Restricted Stock Awards



The Compensation Committee approved the following restricted stock awards of the
Company's Class A common stock (the "Restricted Stock Awards"):



                                                         Number of
                                                         Shares to
                                                            be
Name / Title                                              Awarded

W. M. "Rusty" Rush
President, Chief Executive Officer and Director             15,000

W. Marvin Rush
Chairman and Director                                       12,000

Martin A. Naegelin, Jr.
Executive Vice President                                     6,000

Daryl J. Gorup
Senior Vice President - Dealership Operations                4,290

James E. Thor
Senior Vice President - Retail Sales                         3,630

Steven L. Keller
Vice President - Chief Financial Officer and Treasurer       2,400

The Restricted Stock Awards will be granted under the Plan on the Grant Date. The Restricted Stock Award will vest in three equal annual installments beginning on the first anniversary of the Grant Date.


On February 27, 2009, the Board also approved, upon the recommendation of the Compensation Committee, changes in the compensation structure of the Company's non-employee directors. The new compensation structure is effective for the 2009 fiscal year and consists of (i) cash compensation in the form of retainers and meeting fees, (ii) use of a Company-owned vehicle and (iii) equity compensation in the form of stock awards.

Retainers and Meeting Fees

The annual retainers and meeting fees are as follows:

† Each non-employee director receives an annual cash retainer of $30,000;

† The Chairman of each of the Compensation Committee and the Nominating and Governance Committee receives an additional annual cash retainer of $5,000. The Chairman of the Audit Committee receives an additional annual cash retainer of $10,000; and

† Each non-employee director receives a fee of $1,000 for attendance at each Board meeting and an additional $1,000 for attendance at each meeting of the Audit Committee, the Nominating and Governance Committee, and the Compensation Committee.

Company Vehicle

The non-employee directors will be granted use of a vehicle that is owned and insured by the Company.

Stock Awards

Non-employee directors who are elected or re-elected as a director of the Company at an Annual Meeting of Shareholders or appointed by the Board to serve as a director will be granted an annual stock award of the Company's Class A common stock valued at $100,000. Generally, the annual stock award will be made on the date of the Annual Meeting of Shareholders or the date such director is appointed by the Board, as applicable. The specific number of shares of the Company's Class A common stock underlying each stock award will be dependent upon the closing sale price of the Company's Class A common stock on the grant date.


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