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Quotes & Info
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| RUSHA > SEC Filings for RUSHA > Form 8-K on 4-Mar-2009 | All Recent SEC Filings |
4-Mar-2009
Change in Directors or Principal 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
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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
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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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