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APOG > SEC Filings for APOG > Form 8-K on 6-May-2013All Recent SEC Filings

Show all filings for APOGEE ENTERPRISES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for APOGEE ENTERPRISES, INC.


6-May-2013

Change in Directors or Principal Officers, Financial Statements and Exhi


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 30, 2013, Apogee Enterprises, Inc. (the "Company") entered into a Bonus Pool Award Agreement with each of the 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 shareholder-approved Apogee Enterprises, Inc. 2012 Executive Management Incentive Plan (the "Executive MIP"), 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 27, 2012. The agreement provides that the executive officer's right to receive an annual cash bonus award will be determined based on the attainment of certain pre-set performance metrics for the fiscal year.

The performance metric to be used to establish the bonus pool under the Executive MIP for fiscal 2014 is operating income. The performance metrics to be used for determining awards under the Executive MIP for fiscal 2014 for the executive officers listed below are net sales, earnings per share and days working capital. The table below sets forth certain information with respect to fiscal 2014 annual bonus award payout ranges as a percentage of fiscal 2014 salary for the listed executive officers based on performance at the threshold, target and maximum performance levels.

                                                                                              Fiscal 2014 Annual Cash Incentive Compensation
                                                                                 Payout               Threshold               Target               Maximum
                                                                               Range as a            Payout as a           Payout as  a          Payout as a
                                                                             Percentage of          Percentage of          Percentage of        Percentage of
Name                                            Position                       Salary (%)           Salary (%) (1)         Salary (%)(2)       Salary (%) (3)
Joseph F. Puishys                Chief Executive Officer and President            0 - 200.00                   5.00                100.00               200.00
James S. Porter                  Chief Financial Officer                          0 - 120.00                   3.00                 60.00               120.00
Patricia A. Beithon              General Counsel and Corporate Secretary          0 - 100.00                   2.50                 50.00               100.00
John A. Klein                    Senior Vice President, Operations and
                                 Supply Chain Management                           0 - 80.00                   2.00                 40.00                80.00
Gary R. Johnson                  Vice President and Treasurer                      0 - 50.00                   1.25                 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 metric is achieved.

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


Time-Based Restricted Stock Awards

At meetings of the Company's Compensation Committee (the "Committee") and the
Company's Board of Directors held on April 30, 2013, the executive officers
listed below were awarded shares of time-based restricted stock in the amounts
indicated below:



                                  Number of Shares of          Fully Vested
         Name                   Restricted Stock Awarded           Date
         Joseph F. Puishys                         21,036          4/30/2016
         James S. Porter                            7,241          4/30/2016
         Patricia A. Beithon                        5,678          4/30/2016
         John A. Klein                              2,896          4/30/2016
         Gary R. Johnson                            1,818          4/30/2016

Such restricted stock awards were made pursuant to the shareholder-approved Apogee Enterprises, Inc. 2009 Stock Incentive Plan (the "Stock Incentive 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 28, 2011. The form of Restricted Stock Agreement used in connection with restricted stock awards under the Stock Incentive Plan, including the awards to the executive officers listed above, a copy of which is on file with the Securities and Exchange Commission as Exhibit 10.3 to the Company's Current Report on Form 8-K filed on May 2, 2011 (the "Form of Restricted Stock Agreement"), is incorporated herein by reference.

The shares of restricted stock vest in three equal annual installments commencing on the first anniversary date of such grant (such three-year period is referred to herein as the "Restricted Period"). In the event the executive officer's employment is terminated prior to the end of the Restricted Period by reason of Retirement (as defined in the agreement) or involuntary termination without Cause (as defined in the agreement), the Committee has the right to cause the remaining unvested shares to be accelerated as of the date of such Retirement or involuntary termination without Cause. In the event the executive officer's employment is terminated prior to the end of the Restricted Period by reason of Disability (as defined in the agreement) or death, the shares of restricted stock will become immediately vested in full.

In the event of a Change in Control (as defined in the Stock Incentive Plan) during the Restricted Period and the executive officer's employment is simultaneously or subsequently terminated by the Company without Cause or by the executive officer for Good Reason (as defined in the agreement) during the Restricted Period, the restrictions with respect to all of the shares held by the executive officer at the time of termination shall lapse and the shares shall immediately vest as of the date of such termination of employment.

The description in this Current Report on Form 8-K of the Form of Bonus Pool Award Agreement is qualified in its entirety by reference to the attached copy of the agreement. The descriptions in this Current Report on Form 8-K of the Executive MIP, the Stock Incentive Plan and the Form of Restricted Stock Agreement are qualified in their entirety by reference to the copy of such plans and agreements that are 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 27, 2012, Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 28, 2011 and Exhibit 10.3 to the Company's Current Report on Form 8-K filed on May 2, 2011, respectively.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1    Form of Bonus Pool Award Agreement under the Apogee Enterprises, Inc. 2012
        Executive Management Incentive Plan.*

10.2    Form of Restricted Stock Agreement under the Apogee Enterprises, Inc.
        2009 Stock Incentive Plan, as amended and restated (2011) (incorporated by
        reference to Exhibit 10.3 to the Company's Current Report on Form 8-K
        filed on May 2, 2011).

* Filed herewith


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