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ASGR > SEC Filings for ASGR > Form 8-K on 11-Aug-2009All Recent SEC Filings

Show all filings for AMERICA SERVICE GROUP INC /DE | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AMERICA SERVICE GROUP INC /DE


11-Aug-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.


   On August 5, 2009, the Incentive Stock and Compensation Committee (the
"Committee") of the Board of Directors of America Service Group Inc. (the
"Company") approved restricted stock awards under the Company's 2009 Equity
Incentive Plan to each of the following:

Name                                                                         Number of Shares
Richard Hallworth, Chief Executive Officer and President                               5,100
Michael W. Taylor, Executive Vice President, Chief Financial Officer
and Treasurer                                                                          1,400
Carl J. Keldie, M.D., Chief Medical Officer                                            1,000
Jonathan B. Walker, Senior Vice President and Chief Development
Officer                                                                                1,000
T. Scott Hoffman, Senior Vice President and Chief Administrative
Officer                                                                                1,000


   On August 5, 2009, the Committee approved the Form of August 2009 Employee
Stock Grant Certificate which evidences, and sets terms with respect to, the
grant of restricted shares to the employees listed above (the "August 2009

Agreement"). The vesting provisions of the August 2009 Agreement provide for the restricted shares to become nonforfeitable on the earlier of the third anniversary of the date such shares were granted or on the date upon which the Company's stock has maintained an average closing stock price equal to or greater than $23.00 per share for ninety (90) consecutive days to the extent such shares are not already nonforfeitable.
Under the terms of the August 2009 Agreement, the employee shall have the right to receive cash dividends on the restricted shares and to vote such shares unless and until the employee's right to such shares is forfeited. Notwithstanding the foregoing vesting provisions, the employee's restricted shares will become nonforfeitable upon a change in control of the Company or a termination of the employee's employment due to death, disability or any reason other than for "cause" (as such term is defined in the August 2009 Agreement). The August 2009 Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K ("Form 8-K") and incorporated by reference herein. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Form of August 2009 Employee Stock Grant Certificate under the America Service Group Inc. 2009 Equity Incentive Plan.


Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERICA SERVICE GROUP INC.

Date: August 11, 2009 By: /s/ Michael W. Taylor Michael W. Taylor Executive Vice President and Chief Financial Officer


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