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WSTL > SEC Filings for WSTL > Form 8-K on 28-Mar-2014All Recent SEC Filings

Show all filings for WESTELL TECHNOLOGIES INC

Form 8-K for WESTELL TECHNOLOGIES INC


28-Mar-2014

Change in Directors or Principal Officers, Financial Statements and Exhi


ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On March 25, 2014, the Compensation Committee (the "Committee") of the Board of Directors of Westell Technologies, Inc. (the "Company") approved a grant of restricted stock units ("RSUs") and performance stock units ("PSUs") under the 2004 Stock Incentive Plan to three individuals that were named in the Summary Compensation Table in the Company's proxy statement for the 2013 annual meeting of stockholders, and to the Company's Chief Financial Officer, as set forth in the table below. The grants are effective as of April 1, 2014.

                                                                    RSUs       PSUs at
Name                    Title                                        (#)      Target (#)
Richard S. Gilbert      Chairman, President and Chief Executive    82,500       82,500
                        Officer
Thomas P. Minichiello   Senior Vice President, Chief Financial     30,000       30,000
                        Officer, Treasurer and Secretary
Naveed H. Bandukwala    Senior Vice President, Corporate           15,000       15,000
                        Development
Christopher J. Shaver   Senior Vice President, Product             15,000       15,000
                        Development

The RSU awards convert into shares of the Company's Class A Common Stock on a one-for-one basis and vest in equal annual installments over four years. A copy of the form of RSU award is incorporated by reference as Exhibit 10.1 and is incorporated herein by reference.

The PSU awards are designed to provide certain employees the opportunity to earn shares of the Company's Class A Common Stock based upon the satisfaction of pre-established Company performance goals and continued employment. The number of PSUs earned, if any, can range between 0% to 200% of the target amount reported in the table above, depending on actual Company performance for fiscal years 2015 through 2018 (the "Performance Period"). Following the close of each fiscal year in the Performance Period, the Committee will determine if any PSUs have been earned for that fiscal year on the "Certification Date," which is the date the Company's audited financial statements for the previous fiscal year are accepted by the Audit Committee. Any PSUs earned vest in annual increments during the Performance Period. Upon vesting, the PSUs convert into shares of Class A Common Stock of the Company on a one-for-one basis. A copy of the form of PSU award is attached as Exhibit 10.2 and is incorporated herein by reference.




Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits

Exhibit No.   Description
10.1          Form of Restricted Stock Unit Award Agreement under the Westell
              Technologies, Inc. 2004 Stock Incentive Plan (incorporated by reference
              to Exhibit 10.10(c) to the Company's Annual Report on Form 10-K for the
              year ended March 31, 2012).
10.2          Form of Performance Stock Unit Award Agreement under the Westell
              Technologies, Inc. 2004 Stock Incentive Plan.


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