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FBRC > SEC Filings for FBRC > Form 8-K on 15-Mar-2013All Recent SEC Filings

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Form 8-K for FBR & CO.


Change in Directors or Principal Officers

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

On March 11, 2013, FBR & Co. (the "Company") granted awards to the Company's executive committee, including the Company's named executive officers, pursuant to a performance share unit arrangement established under the Company's 2006 Long-Term Incentive Plan (the "Stock Plan") and approved by the Compensation Committee of the Board of Directors that is designed to further the long-term growth of the Company by providing long-term incentives in respect of the Company's common stock and to assist the Company in retaining key employees of experience and ability (the "PSU Program"). The following discussion of the PSU Program is qualified in its entirety by reference to the form of PSU Program as Exhibit 10.1 and award letters attached as Exhibits 10.2 and 10.3, respectively, to this Form 8-K, and to the Stock Plan, which has been previously filed by the Company.
An award under the PSU Program will be earned and will vest as follows depending on the level of achievement of the performance goal: (1) at a 50% rate on April 1, 2016 (the "Vesting Date") if the combined net worth of the Company, measured on a per share basis, has increased by an amount equal to a 4% compound annual growth rate over the three-year period beginning on April 1, 2013 (the "Performance Period");
(2) at a 100% rate on the Vesting Date if the combined net worth of the Company, measured on a per share basis, has increased by an amount equal to an 7% compound annual growth rate over the Performance Period; and (3) at a proportional rate between 50% and 100% in the event the combined net worth of the Company, measured on a per share basis, has increased by an amount between a 4% and a 7% compound annual growth rate over the Performance Period. In the event the combined net worth of the Company, measured on a per share basis, has not increased by an amount equal to a 4% compound annual growth rate over the Performance Period, no performance share units will be earned and the award will be forfeited. For purposes of the PSU Program, combined net worth of the Company on any measurement date equals the total assets of the Company minus the total liabilities of the Company, as adjusted to exclude the impact of any dividends declared or paid during the measurement period, and to exclude from the combined net worth calculation for the final measurement date of the Performance Period goodwill and any assets that are recognized as intangible assets under generally accepted accounting principles. Awards granted under the PSU Program are eligible to continue to be earned based on actual performance results through the end of the Performance Period upon certain terminations of employment prior to a "change in control" (as defined in the Stock Plan). In the event of a change in control, the Performance Period with respect to each outstanding award will end and the number of performance share units earned by the participant will be fixed based on the greater of (i) the Company's actual performance from the beginning of the Performance Period to the date of the change in control and
(ii) the level of achievement resulting in 50% of the performance share units being earned. Following the change in control, the earned performance share units will be subject to vesting based solely on the participant's continued employment with the Company through the date the awards would have otherwise vested, subject to accelerated vesting on certain terminations of employment. Under the PSU Program, the named executive officers received award opportunities denominated in shares of Company common stock as follows: (1) Richard J. Hendrix, 60,938 shares ;
(2) Bradley J. Wright, 50,625 shares; (3) James C. Neuhauser, 43,125 shares; (4) Michael A. Lloyd, 43,125 shares; and
(5) Adam J. Fishman, 50,625 shares.

Item 9.01                Financial Statements and exhibits.


10.1           Performance Share Program
10.2           Form of Award Letter for Chief Executive Officer
10.3           Form of Award Letter

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