(e)
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Time-
Based Restricted
Stock
Awards
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At meetings of the Companys Compensation Committee (the Committee) and the Board held on April 25, 2019, the executive officers listed below
were awarded shares of time-based restricted stock in the amounts indicated below:
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Number of Shares
of Restricted Stock
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Name
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Position
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Awarded
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Fully Vested Date
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Joseph F. Puishys
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Chief Executive Officer and President
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15,971
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4/30/2022
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James S. Porter
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Executive Vice President and Chief Financial Officer
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6,200
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4/30/2022
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Brent C. Jewell
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Senior Vice President, Business Development and Strategy
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5,000
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4/30/2022
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Patricia A. Beithon
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General Counsel and Corporate Secretary
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5,000
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4/30/2022
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Gary R. Johnson
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Senior Vice President and Treasurer
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2,300
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4/30/2022
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Such restricted stock awards were made pursuant to the shareholder-approved Apogee Enterprises, Inc. 2009 Stock Incentive
Plan, as amended and restated (2011) (the Stock Incentive Plan), a copy of which is on file with the Securities and Exchange Commission as Exhibit 10.1 to the Companys Current Report on Form
8-K
filed on June 28, 2011.
The shares of restricted stock vest in three equal annual installments commencing on
April 30, 2020 (such three-year period is referred to herein as the Restricted Period). In the event the executive officers employment is terminated prior to the end of the Restricted Period by reason of Retirement (as defined in
the Restricted Stock Award Agreement, the RSA Agreement)) or involuntary termination without Cause (as defined in the RSA Agreement), the Committee has the right to cause the remaining unvested shares to be accelerated as of the date of
such Retirement or involuntary termination without Cause. In the event the executive officers employment is terminated prior to the end of the Restricted Period by reason of Disability (as defined in the RSA Agreement) or death, the shares of
restricted stock will become immediately vested in full.
In the event of both a Change in Control (as defined in the Stock Incentive Plan) during the
Restricted Period and the termination of the executive officers employment, either simultaneously or subsequently by the Company without Cause or by the executive officer for Good Reason (as defined in the RSA Agreement) during the Restricted
Period, the restrictions with respect to all of the shares held by the executive officer at the time of termination shall lapse and the shares shall immediately vest as of the date of such termination of employment.
The form of Restricted Stock Agreement used in connection with restricted stock awards under the Stock Incentive Plan, including the awards to the executive
officers listed above, a copy of which is on file with the Securities and Exchange Commission as Exhibit 10.3 to the Companys Current Report on Form
8-K
filed on May 2, 2011 (the Form of Restricted
Stock Agreement), is incorporated herein by reference.
CEO Evaluation-Based Incentive Agreement
On April 25, 2019, the Board made a performance-based incentive award to Joseph F. Puishys, the Companys Chief Executive Officer, and approved a form of
CEO evaluation-based incentive agreement (the CEO Evaluation-Based Incentive Agreement).
The CEO Evaluation-Based Incentive Agreement
establishes a
one-year,
evaluation-based performance award. Under the CEO Evaluation-Based Incentive Agreement, the amount of the award earned, if any, will be based upon the average rating Mr. Puishys
receives on the annual performance evaluation conducted by the Board. The amount of the award earned will then be deferred into the Companys 2011 Deferred Compensation Plan, a copy of which is on file with the SEC as Exhibit 10.1 to the
Companys Current Report on Form
8-K
filed on October 12, 2010, as amended by the First Amendment to the Apogee Enterprises, Inc. 2011 Deferred Compensation Plan, a copy of which is on file with the SEC
as Exhibit 10.3 to the Companys Current Report on Form
8-K
filed on July 1, 2014, the Second Amendment to the Apogee Enterprises Inc. 2011 Deferred Compensation Plan, a copy of which is on file with the
SEC as Exhibit 10.1 to the Companys Current Report on Form
8-K
filed on June 29, 2016, the Third Amendment to the Apogee Enterprises Inc. 2011 Deferred Compensation Plan (as so amended through such third
amendment, a copy of which is on file with the SEC as Exhibit 10.1 to the Companys Current Report on Form
8-K
filed on October 10, 2017, and the Fourth Amendment to the Apogee Enterprises, Inc. 2011
Deferred Compensation Plan (as so amended through such fourth amendment, the 2011 Deferred Compensation Plan) a copy of which is on file with the SEC as Exhibit 10.2 to the Companys Current Report on Form
8-K
filed on July 3, 2018. The performance evaluation criteria for fiscal 2020 for Mr. Puishys are based upon Architectural Framing Systems segment organizational design, EFCO Corporation integration and
performance improvement and Architectural Glass segment revenue growth and operational improvement initiatives.
The amount deferred under the 2011
Deferred Compensation Plan is forfeitable unless Mr. Puishys remains employed until April 30, 2024 (the Evaluation-Based Retention Period). In the event Mr. Puishys employment is terminated prior to the end of the
Evaluation-Based Retention Period, the amount awarded pursuant to the CEO