Attached files
file | filename |
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EX-32.1 - EX-32.1 - FURMANITE CORP | d82698exv32w1.htm |
EX-10.1 - EX-10.1 - FURMANITE CORP | d82698exv10w1.htm |
EX-31.1 - EX-31.1 - FURMANITE CORP | d82698exv31w1.htm |
EX-31.2 - EX-31.2 - FURMANITE CORP | d82698exv31w2.htm |
EX-32.2 - EX-32.2 - FURMANITE CORP | d82698exv32w2.htm |
EXCEL - IDEA: XBRL DOCUMENT - FURMANITE CORP | Financial_Report.xls |
10-Q - FORM 10-Q - FURMANITE CORP | d82698e10vq.htm |
Exhibit 10.2
PERFORMANCE BASED LONG TERM EXECUTIVE INCENTIVE RESTRICTED STOCK GRANTS
On June 14, 2011, the Board of Directors approved the award of Restricted Stock Units (Awards)
tied to the long-term performance of the Company. These Awards are designed to further tie
executive compensation to long term profitability growth. These performance based Restricted Stock
Units are granted to senior management, including Named Executive Officers and other eligible Key
Employees, under the Companys 1994 Stock Incentive Plan as amended. The 2011 Long Term Incentive
Awards are intended to place additional emphasis on creating long-term shareholder value and
strengthen the link between executive compensation and the achievement of long-term financial
objectives.
The Awards are divided into two long-term incentive components, LTI A and LTI B, and eligible
participants may potentially participate in one, or both components at the discretion of the Board
of Directors and the Compensation Committee. A list of participants will be approved by the Board
of Directors each year, and all past participants must re-qualify each year.
The LTI A Award provides selected participants who achieve at least 100% of their financial and
personal performance objectives the opportunity to forego up to 25% of their achieved target
performance based annual cash incentive award in exchange for deferred compensation units equal in
value to 50% of their achieved target performance based annual cash incentive award. If the
eligible participant accepts the opportunity, they will be paid 75% of their achieved target
performance based cash incentive award, and the Company will convert the deferred compensation
units into a Restricted Stock Unit Award of the same value. The Restricted Stock Unit Award will
vest at the rate of 25% per year on the first through fourth anniversaries of the grant date.
The LTI B Award allows the Board of Directors, in their sole discretion, to award grants of
performance based Restricted Stock (or Deferred Compensation or Restricted Stock Units) to Key
Employees on an annual or other periodic basis when the Company has achieved at least 100% of the
Board approved financial plan in the prior year. Management will present their recommendations for
grant awards to eligible participants at the annual Compensation Committee Meeting in March.
Eligible participants must participate in the LTI A program to be considered for participation in
the LTI B program. Awards granted become eligible for vesting at the rate of 12.5% each year,
with eligibility for vesting contingent upon achieving annual Earnings per Share (EPS) targets set
by the Board of Directors at the time the Restricted Stock Units are granted. Up to 50% of the
total award will vest on the fourth anniversary of the grant date, and an additional 12.5% will
vest on each subsequent anniversary date (years 5 through 8 from the grant date) if annual EPS
targets are achieved. For any year an annual EPS target is not met, vesting eligibility for the
12.5% of shares/units applicable to that year will not occur, however, a one year catch-up
provision will apply. If the subsequent years EPS target is achieved, both the previous years
12.5% and the current years 12.5% will become eligible for vesting. All unvested Restricted Stock
Units are forfeited if the executive leaves the company under any unapproved conditions.