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HAWK > SEC Filings for HAWK > Form 8-K on 18-Mar-2014All Recent SEC Filings

Show all filings for BLACKHAWK NETWORK HOLDINGS, INC

Form 8-K for BLACKHAWK NETWORK HOLDINGS, INC


18-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.

On March 12, 2014, the Compensation Committee of the Board of Directors of Blackhawk Network Holdings, Inc. (the "Company") approved the grant of awards of performance shares (the "Performance Shares") to the Company's named executive officers. Pursuant to the Performance Share awards, each executive is eligible to earn, vest in, and receive a number of shares of the Company's Class A Common Stock ranging from 0% - 200% of the target number of Performance Shares granted and set forth in the table below (for each executive, the "Target Performance Shares"), based on the attainment of the Company's adjusted operating revenue growth and adjusted EBITDA growth at certain levels (each, a "Performance Metric") during the performance period that is of the Company's 2014 fiscal year, runs from December 29, 2013 to January 3, 2015 (the "Performance Period"), as measured against the Company's adjusted operating revenue and adjusted EBITDA for fiscal year 2013. The Target Performance Shares granted to each executive are as follows:

               Executive          Target Performance Shares Granted
               William Tauscher                35,050
               Talbot Roche                    21,000
               Jerry Ulrich                    10,450
               David E. Durant                  6,500

Performance Shares will become earned and eligible to vest based on achievement of minimum, target and maximum goals, respectively, for each Performance Metric. The maximum number of Performance Shares that can be earned and thus eligible to vest is 200% of the Target Performance Shares, which represents achievement of the maximum goal for each Performance Metric. The minimum number of Performance Shares that can be earned and thus eligible to vest is 50% of the Target Performance Shares, which represents achievement of the minimum goal for each Performance Metric. If the target goals for each Performance Metric are achieved, 100% of the Target Performance Shares will be earned and thus eligible to vest. If the Company does not achieve at least the minimum goal for both Performance Metrics, then all of the Performance Shares will be forfeited.

Performance Shares earned during the Performance Period in accordance with the Company's achievement of the Performance Metrics will vest in full on January 3, 2017, subject to the executive's continued service. Any Performance Shares that remain unvested as of the date on which an executive's service terminates and any Performance Shares that do not vest as a result of the failure to achieve the applicable performance goals will be forfeited.

The foregoing description of the Performance Share awards does not purport to be complete and is qualified in its entirety by reference to the Form of Performance Share Award Agreement, a copy of which will be attached to the Company's Form 10-Q for the first quarter ending March 22, 2014.


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