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MEAS > SEC Filings for MEAS > Form 8-K on 1-Jul-2013All Recent SEC Filings




Change in Directors or Principal Officers

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

Fiscal Year 2014 Performance-based Restricted Stock Awards

On June 27, 2013, the Compensation Committee (the "Committee") of the Board of Directors of Measurement Specialties, Inc. (the "Company") approved awards of time-based restricted stock units ("Time-based Awards") and performance-based restricted stock units ("Performance-based Awards") in accordance with the Measurement Specialties, Inc. 2010 Equity Incentive Plan (as amended, the "Plan") to certain executives. The purpose of the awards is to provide members of management the opportunity for additional stock compensation in recognition of the positive performance of the Company and its stock price and as an important retention tool in light of actual compensation levels in recent years in comparison to the Company's executive compensation peer group. The Performance-based awards also are intended to link a portion of each executive's equity compensation to the continued achievement of operating cash flow performance, a criterion the Committee believes has a strong potential to impact longer-term shareholder value creation. Each award is effective July 1, 2013 and, in addition to being subject to customary terms and conditions as set forth in the Plan, is subject to specified vesting conditions summarized below and represents a contingent right to receive an amount of the Company's common stock at a future date.

The Time-based Awards will vest over a 4-year period, with one-fourth (1/4) of the number of Time-based Awards granted to each recipient vesting on each of July 1, 2014, 2015, 2016, and 2017. The Performance-based Awards will vest, if at all, on July 1, 2018 if the Company's Net Cash Provided by Operating Activities, as reported in the Company's consolidated statement of cash flows filed with the Securities and Exchange Commission or, if such financial statements are not available at the time of determination, as otherwise disclosed in a press release by the Company ("Net Cash Provided by Operating Activities") for at least one of the fiscal years ending March 31, 2014, 2015, 2016, 2017 or 2018, exceeds the Company's Net Cash Provided by Operating Activities for the fiscal year ended March 31, 2013.

Subject to satisfaction of the applicable criteria described above, and as long as the executive is an employee of the Company or a subsidiary of the Company through the applicable vesting date, the following executive officers will receive the number of shares of the Company's common stock as follows:

Name:                                    Time-based Awards Performance-based Awards
Frank Guidone, Chief Executive Officer   22,000 shares     18,000 shares
and President
Mark Thomson, Chief Financial Officer    6,000 shares      19,000 shares
and Secretary
Steve Smith, Chief Operating Officer     8,000 shares      n/a

Glen MacGibbon, Executive Vice President 5,000 shares 10,000 shares Mitch Thompson, Chief Technology Officer 5,000 shares 15,000 shares

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