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DVCR > SEC Filings for DVCR > Form 8-K on 6-Mar-2014All Recent SEC Filings

Show all filings for DIVERSICARE HEALTHCARE SERVICES, INC.

Form 8-K for DIVERSICARE HEALTHCARE SERVICES, INC.


6-Mar-2014

Change in Directors or Principal Officers


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

(e) Compensatory Arrangements of Certain Officers

2014 Salaries

The Compensation Committee of the Board approved on February 28, 2014 the
following base salaries for the Named Executive Officers for 2014:



       Named Executive Officer            Title                  2014 Salary
       Kelly Gill                Chief Executive Officer       $     450,000
       Jay McKnight              Chief Financial Officer       $     275,000 *
       Leslie Campbell           Chief Operating Officer       $     300,000 **

* Mr. McKnight's salary increase (from $225,000) will be made retroactive to August 20, 2013 (the first anniversary of Mr. McKnight's employment with the Company).

** In addition to her salary (which was increased from $275,000), Ms. Campbell will receive reimbursement for the costs of commuting from her home in Dallas, Texas to the Company's headquarters in Nashville, TN, and reimbursement for the cost of an apartment in Nashville.

2014 Annual Incentive Plan

The Compensation Committee of the Board approved on February 28, 2014 the
following Annual Incentive Plan for the Named Executive Officers for 2014:



                                                 2014 Bonus
                      Named Executive Officer    Potential
                      Kelly Gill                $    450,000
                      Jay McKnight              $    275,000
                      Leslie Campbell           $    300,000

The Bonus Potential will be based on achieving certain objective metrics as follows:

50% of Bonus Potential based on growth of the Company calculated on achieving a targeted revenue number;

20% of Bonus Potential based on census calculated on achieving budgeted quarterly census;

30% of Bonus Potential based on the Company's profitability based on achieving annual budgeted EBITDA.

The Compensation Committee also has the discretion to grant bonuses based on pro forma results or as otherwise determined by the Compensation Committee in its discretion.


Additional Long Term Incentive

The Compensation Committee also approved on February 28, 2014 an additional one-time bonus for each Named Executive Officer equal to his or her respective then current annual base salary upon the achievement of $20 million in EBITDA for a trailing four quarter period.

Restricted Stock Grants

In connection with the Company's 2013 performance, on February 28, 2014, the
Compensation Committee approved the grant of restricted shares of common stock
of the Company to be granted on March 11, 2014, to certain executive officers,
which shares of restricted stock will vest 1/3 on the first, second and third
anniversary of the date of grant.



                                                 Number of
                      Named Executive Officer     Shares
                      Kelly Gill                     25,000
                      Jay McKnight                   12,500
                      Leslie Campbell                12,500

2013 Bonuses

On February 28, 2014, the Compensation Committee recommended and the Board
approved the payment of bonuses for the Named Executive Officers based upon the
Company's and their individual performance in 2013, as follows:



                      Named Executive Officer    2013 Bonus
                      Kelly Gill                $    135,000
                      Jay McKnight              $     67,500
                      Leslie Campbell           $     82,500

Pursuant to the terms of the 2008 Stock Purchase Plan for Key Personnel, Mr. Gill has elected to receive $47,250 of his cash bonus in restricted stock units, Mr. McKnight has elected to receive $16,875 of his cash bonus in restricted stock units, and Ms. Campbell has elected to receive $24,750 of her cash bonus in restricted stock units. The price for the restricted stock units is equal to 85% of the closing price of the Company's stock on March 11, 2014, the date the cash bonuses will be paid.


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