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KAR > SEC Filings for KAR > Form 8-K on 3-Mar-2014All Recent SEC Filings

Show all filings for KAR AUCTION SERVICES, INC.

Form 8-K for KAR AUCTION SERVICES, INC.


3-Mar-2014

Change in Directors or Principal Officers, Financial Statements and Ex


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

On February 27, 2014, the Compensation Committee of the Board of Directors (the "Board") of KAR Auction Services, Inc. (the "Company") approved the grant of performance-based restricted stock units ("PRSUs") and stock options ("Options") under its long-term incentive program to certain of the Company's executive officers, including James Hallett, Chief Executive Officer and Eric Loughmiller, Chief Financial Officer. The awards were designed so that each participating executive received approximately 50% of the total award value in the form of Options and 50% in the form of PRSUs. Mr. Hallett received an Option to purchase 194,404 shares of common stock of the Company and a total target amount of 43,832 PRSUs and Mr. Loughmiller received an Option to purchase 97,204 shares of common stock of the Company and a total target amount of 21,916 PRSUs.

The Options have an exercise price of $30.89 per share and, consistent with prior agreements, will vest in equal 25% increments on the first four anniversaries of the grant date, subject to the executive's continued employment with the Company on such dates. Fifty percent (50%) of the PRSUs are granted under the Company's previously disclosed PRSU award terms and will vest on the third anniversary of the grant date if and to the extent that the Company's total shareholder return ("TSR") relative to that of companies within the S&P 500 Index exceeds certain levels over the three-year period beginning on the grant date. The remaining 50% of the PRSUs, which are governed by a separate award agreement, will vest if and to the extent that the Company's Cumulative Adjusted Net Income Per Share exceeds certain levels over the three-year period beginning on January 1, 2014, but are otherwise substantially similar to the PRSUs that vest based on TSR. For all PRSUs, the amount of the target PRSUs earned and paid (on a 1-for-1 basis) in shares of common stock in a lump sum following the performance period will be: 0% for below threshold performance; 50% for threshold performance; 100% for target performance; up to 200% for achieving the maximum performance level; and derived with linear interpolation for performance between the threshold and maximum levels.

The foregoing summary of the Cumulative Adjusted Net Income Per Share PRSU awards is qualified in its entirety by reference to the full text of the form of Cumulative Adjusted Net Income Per Share PRSU award agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number                      Exhibit Description

10.1              Form of Performance-Based Restricted Stock Unit Agreement


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