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SCSS > SEC Filings for SCSS > Form 8-K on 20-Mar-2014All Recent SEC Filings

Show all filings for SELECT COMFORT CORP



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. On March 19, 2014, Select Comfort Corporation (the "Company") announced that David R. Callen has been appointed to the position of Senior Vice President and Chief Financial Officer, effective as of April 7, 2014, and Patricia (Tricia) Dirks has been appointed to the position of Senior Vice President and Chief Human Capital Officer, also effective as of April 7, 2014.
Since 2007, Mr. Callen, age 47, has served as Vice President, Finance & Treasurer (and the Principal Financial Officer) of Ethan Allen Interiors Inc., a vertically integrated designer, manufacturer and distributor of high quality home furnishings globally.
Pursuant to the terms of the Company's offer letter dated March 14, 2014, Mr. Callen will be entitled to:
An annual base salary of $375,000;

         Participate in the Company's annual cash incentive compensation program
          with a target bonus level of 55% of base salary; the bonus for fiscal
          2014 will be guaranteed at the target level (with an opportunity to
          earn more than target level for Company performance that exceeds the
          performance target);

         A sign-on bonus of $75,000, which must be repaid to the Company if Mr.
          Callen voluntarily terminates his employment during the first year of

Participate in the Company's annual long-term incentive program, and for 2014 will receive:

               a special, one-time, new hire award of 14,055 shares of
                time-vested restricted stock, with shares vesting 33% per year on
                each of the first three anniversaries of the date of grant,
                subject to continued employment;

               a grant of 7,395 stock options, vesting 33% per year on each of
                the first three anniversaries of the date of grant, subject to
                continued employment; and

               a grant of 12,650 target shares of performance-vested restricted
                stock, vesting at the end of three years, subject to continuing
                employment, with the actual number of shares to be earned based
                on actual Company performance through fiscal 2016 vs. revenue and
                net operating profit growth goals;

         Substantially the same relocation benefits provided to other employees
          of the Company, and an additional discretionary relocation allowance to
          be paid upon permanent relocation;

         Participate in the Company's Executive Severance Pay Plan (under which,
          upon termination of employment without cause, Mr. Callen would be
          entitled to severance pay equal to (a) one times the sum of (i) annual
          base salary and (ii) annual target bonus, plus (b) a pro rata target
          bonus for the year of termination); and

         Receive the same perquisites provided to other senior executives of the
          Company, including reimbursement for tax and financial planning
          services and the ability to participate in an annual physical program
          through Mayo Clinic's Executive Health Program; and

Participate in the same health and welfare benefits plans as the Company makes available to director-level and above employees.

Mr. Callen will also be eligible to participate in the Select Comfort Profit Sharing and 401(k) Plan and the Select Comfort Executive Investment Plan in accordance with the respective terms of such plans.
The foregoing description of Mr. Callen's offer letter is a summary of the material terms of the offer letter, and is qualified in its entirety by reference to the complete text of the offer letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the press release issued by the Company on March 19, 2014 announcing the appointments of Mr. Callen and Ms. Dirks to their respective executive roles.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Offer Letter dated March 14, 2014 from Select Comfort Corporation to

David R. Callen (filed herewith)
99.1 Press release dated March 19, 2014 (furnished herewith)

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