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APOG > SEC Filings for APOG > Form 8-K on 4-May-2009All Recent SEC Filings

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Form 8-K for APOGEE ENTERPRISES INC


4-May-2009

Change in Directors or Principal Officers, Other Events, Financial Stateme


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

(e) Bonus Pool Award Agreements

On April 28, 2009, Apogee Enterprises, Inc. (the "Company") entered into a Bonus Pool Award Agreement with each of the named executive officers listed below, which sets forth the terms and conditions pursuant to which the executive officer may receive an annual bonus award under the Apogee Enterprises, Inc. Executive Management Incentive Plan (the "Executive MIP"). The agreements provide that the executive officers' rights to receive annual cash bonus awards will be determined based on the attainment of certain pre-set goals for the fiscal year relating to specified performance metrics. The performance metrics to be used for determining awards under the Executive MIP for fiscal 2010 for the named executive officers listed below are net sales and earnings per share from continuing operations at the corporate level. In addition, Mr. Silvestri's award under the Executive MIP will be based on net sales and earnings before tax at the Viracon business unit level. For each of the performance metrics there is a threshold, target and maximum performance level. The table below sets forth certain information with respect to fiscal 2010 annual bonus award payout ranges as a percentage of fiscal 2010 salary for the named executive officers.

                                                    Fiscal 2010 Annual Cash Incentive Compensation
                                                  Payout       Threshold       Target         Maximum
                                                Range as a    Payout as a    Payout as a    Payout as a
                                                Percentage    Percentage     Percentage     Percentage
                                                of Salary      of Salary      of Salary      of Salary
Name                     Position                  (%)          (%)(1)         (%)(2)         (%)(3)
Russell        Chairman, President and Chief
Huffer         Executive Officer                  0-150.00          12.37          75.00         150.00
James S.
Porter         Chief Financial Officer            0-110.00           9.08          55.00         110.00
Gregory A.
Silvestri      Executive Vice President           0-110.00           4.95          55.00         110.00
Patricia A.    General Counsel and Corporate
Beithon        Secretary                           0-75.00           6.19          37.50          75.00
Gary R.
Johnson        Vice President and Treasurer        0-50.00           4.13          25.00          50.00

(1) Assumes threshold performance level is achieved for only the performance metric with the lowest weighting and is not achieved for any other performance metric.

(2) Assumes target performance level is achieved for all performance metrics.

(3) Assumes maximum performance level is achieved for all performance metrics.

In the event an executive officer's employment is terminated during a fiscal year for any reason other than Disability or Retirement (as such terms are defined in the agreement) or death, the agreement provides that the executive officer will forfeit any and all rights under the Executive MIP and the agreement relating to such fiscal year. In accordance with the agreement, if an executive officer's employment with the Company is terminated during the fiscal year as a result of Disability, Retirement or death, the executive officer, or the executive officer's estate, as applicable, will receive a pro-rata cash payment after the end of the fiscal year to the extent that the threshold, target or maximum performance level of the performance metrics is achieved.

The form of Bonus Pool Award Agreement used in connection with annual bonus awards under the Executive MIP is attached hereto as Exhibit 10.1 and is incorporated herein by reference (the "Form of Bonus Pool Award Agreement").


Performance Share Unit and Restricted Stock Grants

Performance Share Units

On April 28, 2009, the Company's Compensation Committee awarded to the named executive officers listed below performance share unit awards entitling the executive officers to the number of performance share units (the "Units") equal to the target number of shares set forth below (the "Target Award Number").

                                               Number of Shares Subject to Award
                              Measuring        Threshold       Target      Maximum
                                Period           Award          Award       Award
     Name                   (Fiscal Years)      Number         Number      Number
     Russell Huffer            2010-12              26,563       53,125    106,250
     James S. Porter           2010-12               8,967       17,933     35,866
     Gregory A. Silvestri      2010-12               9,381       18,761     37,522
     Patricia A. Beithon       2010-12               7,422       14,843     29,686
     Gary R. Johnson           2010-12               2,366        4,731      9,462

Each Unit represents the right to receive one share of the Company's common stock, subject to the vesting requirements described below. The Units were awarded pursuant to the shareholder-approved Apogee Enterprises, Inc. 2002 Omnibus Stock Incentive Plan, as amended to date (the "2002 Stock Plan"), a copy of which is on file with the Securities and Exchange Commission as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 30, 2006. The form of Performance Share Unit Agreement used in connection with performance share unit awards under the 2002 Stock Plan, including the awards to the named executive officers listed above, is attached hereto as Exhibit 10.2 and is incorporated herein by reference (the "Form of Performance Share Unit Agreement").

The number of Units that will vest will be based on whether and to what extent the threshold, target or maximum performance level of the performance metrics for the period commencing on March 1, 2009 and ending on March 3, 2012 (the "Performance Period") is achieved. The performance metrics for the Performance Period are average return on invested capital, cumulative earnings per share and market share growth. The Target Award Number will be increased to the Maximum Award Number set forth above if the Company's performance metrics are achieved at the maximum level or decreased to zero if none of the Company's performance metrics are achieved at the threshold performance level. The Threshold Award Number set forth above represents the number of Units that would vest if the Company achieves each performance metric at the threshold level.

In the event the executive officer's employment is terminated during the Performance Period, the Units shall be immediately and irrevocably forfeited, unless the executive officer's termination is by reason of:

• involuntary termination without Cause (as defined in the agreement),

• Early Retirement or Retirement (as defined in the agreement),

• Disability (as defined in the agreement), or

• death.

In the event the executive officer's employment is terminated prior to the end of the Performance Period by reason of involuntary termination without Cause, the executive officer shall be entitled to retain a pro-rata portion (based on the amount of time elapsed between the beginning of the Performance Period and the date of termination) of the Units after the end of the Performance Period to the extent that the threshold, target or maximum performance level of the performance metrics is achieved. In the event the executive officer's employment is terminated prior to the end of the Performance Period by reason of Early Retirement, Retirement, Disability or death, the executive officer or the executive officer's estate, as applicable, shall be entitled to retain the Units after the end of the Performance Period to the extent that the threshold, target or maximum performance level of the performance metrics is achieved. In the event of a Change in Control (as defined in the agreement) prior to the end of the Performance Period, the Performance Period shall be deemed to end on the date of the Change in Control and the executive officer shall be entitled to retain the Units to the extent that the threshold, target or maximum performance level of the performance metrics is achieved, as adjusted for the truncated Performance Period.


Time-Based Restricted Stock

On April 28, 2009, the Company's Compensation Committee awarded to the named
executive officers listed below shares of time-based restricted stock in the
amounts indicated below:



                                       Number of Shares
                                        of Restricted      Vesting
                Name                    Stock Awarded       Date
                Russell Huffer              49,619        4/28/2012
. . .


Item 8.01 Other Events.

On April 28, 2009, the Company's Compensation Committee approved an amendment to the Apogee Enterprises, Inc. Deferred Compensation Plan for Non-Employee Directors (2005 Restatement) to reduce the number of shares of the Company's common stock available for issuance under the plan by 45,000 shares to a total of 155,000 shares. A copy of the Second Amendment of Apogee Enterprises, Inc. Deferred Compensation Plan for Non-Employee Directors (2005 Restatement) is attached to this Current Report on Form 8-K and incorporated herein by reference. The description in this Current Report on Form 8-K of the plan amendment is qualified in its entirety by reference to the attached copy of the plan amendment.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1    Form of Bonus Pool Award Agreement under the Apogee Enterprises, Inc.
        Executive Management Incentive Plan.*

10.2    Form of Performance Share Unit Agreement under the Apogee Enterprises, Inc.
        2002 Omnibus Stock Incentive Plan.*

10.3    Form of Restricted Stock Agreement under the Apogee Enterprises, Inc.
        2002 Omnibus Stock Incentive Plan.*

10.4    Apogee Enterprises, Inc. Deferred Compensation Plan for Non-Employee
        Directors (2005 Restatement) (incorporated by reference to Exhibit 10.4 to
        Apogee's Current Report on Form 8-K filed on October 17, 2006).

10.5    First Amendment of Apogee Enterprises, Inc. Deferred Compensation Plan for
        Non-Employee Directors (2005 Restatement) (incorporated by reference to
        Exhibit 10.10 to Apogee's Current Report on Form 8-K filed on March 4,
        2009).

10.6    Second Amendment of Apogee Enterprises, Inc. Deferred Compensation Plan for
        Non-Employee Directors (2005 Restatement).*

* Filed herewith


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