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GHM > SEC Filings for GHM > Form 8-K on 4-Jun-2013All Recent SEC Filings

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Form 8-K for GRAHAM CORP


4-Jun-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


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

Fiscal 2014 Annual Stock-Based Long-Term Incentive Award Plan for Senior Executives. On May 30, 2013, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Graham Corporation (the "Company") adopted an Annual Stock-Based Long-Term Incentive Award Plan for Senior Executives (the "Restricted Stock Bonus Program") for the fiscal year ending March 31, 2014 ("Fiscal 2014") and approved grants of time-vested restricted stock and performance-vested restricted stock thereunder in the amounts set forth below to the Company's named executive officers. Also on May 30, 2013, the Compensation Committee approved the grant of time-vested restricted stock in the amounts set forth below to the Company's Directors.

All such grants under the Restricted Stock Bonus Program were made under the Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value (the "Plan"). The time-vested restricted stock vests 33 1/3% per year over three years. The performance-vested restricted stock vests 50% based upon the Company's achievement of EBITDA margin goals for the fiscal year ended March 31, 2016 ("Fiscal 2016") and 50% based on the Company's achievement of consolidated revenue goals for Fiscal 2016. The time-vested restricted stock granted to the Company's Directors vests on the first anniversary of the date of grant.

The number of shares of time-vested restricted stock and performance-vested restricted stock awarded by the Compensation Committee to the Company's named executive officers under the Restricted Stock Bonus Program was determined using each such officer's Long-Term Incentive Percentage (the "L-T Percentage") in effect for Fiscal 2014. For Fiscal 2014, the L-T Percentage for each of the Company's named executive officers was as follows: Mr. Lines - 42%; Mr. Glajch - 35%; Mr. Smith - 35%; and Ms. Condame - 25%. The number of shares of time-vested restricted stock was determined by multiplying 50% of each named executive officer's base salary in effect on the date of grant by such officer's L-T Percentage, and then dividing the product by the closing price of the Company's Common Stock on the NYSE MKT on the date of grant. The number of shares of performance-vested restricted stock was determined by multiplying 50% of each named executive officer's base salary in effect on the date of grant by such officer's L-T Percentage, and then dividing the product by the closing price of the Company's Common Stock on the NYSE MKT on the date of grant. The number of shares of restricted stock awarded to each of the Company's Directors was determined by dividing $25,000 by the closing price of the Company's Common Stock on the NYSE MKT on the date of grant. The closing price of the Company's Common Stock on the NYSE MKT on May 30, 2013 was $24.00.

--------------------------------------------------------------------------------
                                                                                Number of Shares of
                                          Number of Shares of                   Performance-Vested
                                         Time-Vested Restricted              Restricted Stock  Granted
Named Executive Officer                    Stock Granted (1)                         (1)(2)(3)
James R. Lines,                                            2,834                                  2,834
President and Chief Executive
Officer
Jeffrey Glajch,                                            1,724                                  1,724
Vice President of Finance and
Administration and Chief
Financial Officer
Alan E. Smith,                                             1,470                                  1,470
Vice President of Operations
Jennifer R. Condame                                          765                                    765
Controller and Chief
Accounting Officer

(1) In the event a named executive officer's employment terminates prior to the conclusion of a vesting for reasons other than death or disability, such officer's right to receive any unvested time-vested restricted stock shall be forfeited.

(2) The number of shares that will vest following the conclusion of Fiscal 2016 is based upon the Company's achievement of performance criteria. The number of shares set forth above assumes target achievement of such performance criteria. If maximum achievement is realized, the amounts set forth above will double. Once EBITDA margin and consolidated revenue are determined for Fiscal 2016, the actual number of shares to which each named executive officer is entitled will be adjusted accordingly.

(3) In the event a named executive officer's employment terminates prior to the conclusion of Fiscal 2016 for reasons other than death or disability, such officer's right to receive the performance-vested restricted stock shall be forfeited.

                                           Number of Shares of
                                          Time-Vested Restricted
                Director                      Stock Awarded
                James J. Barber                             1,042
                Helen H. Berkeley                           1,042
                Jerald D. Bidlack                           1,042
                Alan Fortier                                1,042
                James J. Malvaso                            1,042
                Gerard T. Mazurkiewicz                      1,042

The Restricted Stock Bonus Program in effect for Fiscal 2014 is attached to this Current Report on Form 8-K as Exhibit 99.1 and the above summary of the Restricted Stock Bonus Program is qualified in its entirety by reference to such Exhibit.


Fiscal 2014 Annual Executive Cash Bonus Program. On May 30, 2013, the Compensation Committee adopted an Annual Executive Cash Bonus Program (the "Cash Bonus Program") for Fiscal 2014. The objective of the Cash Bonus Program is to compensate the Company's named executive officers for above-average performance through an annual cash bonus related both to Company and individual performance. For Fiscal 2014, the Compensation Committee has set target bonus levels at 100% attainment of both Company and personal objectives as follows: Mr. Lines - 60% of base salary; Mr. Glajch - 35% of base salary; Mr. Smith - 35% of base salary; and Ms. Condame - 25% of base salary. Each named executive officer may receive anywhere from 0% to 200% of his or her target bonus level depending on the attainment of such objectives. A summary of the performance goal weightings for the Company's named executive officers for Fiscal 2014 is as follows:

                                                                      Personal
         Named Executive Officer    Net Income        Bookings         Goals
         James R. Lines                      60 %            20 %            20 %
         Jeffrey Glajch                      50 %            25 %            25 %
         Alan E. Smith                       50 %            25 %            25 %
         Jennifer R. Condame                 50 %            25 %            25 %

The Cash Bonus Program in effect for Fiscal 2014 is attached to this Current Report on Form 8-K as Exhibit 99.2 and the above summary of the Cash Bonus Program is qualified in its entirety by reference to such Exhibit.

Fiscal 2013 Named Executive Officer Bonuses. On May 30, 2013, the Compensation Committee approved the payment of cash bonuses to the Company's named executive officers, as set forth below. Such bonuses were approved in accordance with the Company's Annual Executive Cash Bonus Program in effect for the fiscal year ended March 31, 2013 ("Fiscal 2013") and were based on the Company's achievement during Fiscal 2013 of net income and working capital objectives as well as the achievement of personal objectives by each named executive officer during such year.

                                                Total Fiscal
                     Named Executive Officer     2013 Bonus
                     James R. Lines            $      173,165
                     Jeffrey Glajch            $       80,785
                     Alan E. Smith             $       70,444
                     Jennifer R. Condame       $       36,559




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                  Description

99.1              Graham Corporation Annual Stock-Based Long-Term Incentive Award
                  Plan for Senior Executives in effect for the fiscal year ending
                  March 31, 2014.

99.2              Graham Corporation Annual Executive Cash Bonus Program in effect
                  for the fiscal year ending March 31, 2014.


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