NASDAQ_TXRH_2019

(coco) #1

the percentages assigned by the compensation committee to each component of the performance based
equity awards for Messrs. Taylor, Colosi, Jacobsen, and Thompson, and Ms. Robinson, refer to the
associated tables below.


The number of restricted stock units granted to each Named Executive Officer reflects each Named
Executive Officer’s job responsibilities and individual contribution to the success of the Company.


Service Based Restricted Stock Units. Except as noted below, the number of service based restricted
stock units granted under the 2018 Employment Agreements are shown in the table below and are subject
to the Named Executive Officer still serving the Company on the vesting date.


Service Service Service Service
Based Based Based Based Total
Restricted Restricted Restricted Restricted Service Based Service Based Service
Stock Units Stock Units Stock Units Stock Units Restricted Restricted Based
vesting on vesting on vesting on vesting on Stock Units Stock Units Restricted
January 8, June 11, August 27, January 8, vesting on vesting on Stock Units
2019 2019 2019 2020 January 8, January 8, granted
pursuant to pursuant to pursuant to pursuant to 2021 pursuant 2023 pursuant pursuant to
2018 2018 2018 2018 to 2018 to 2018 2018
Employment Employment Employment Employment Employment Employment Employment
Agreements Agreements Agreements Agreements Agreements(1) Agreements(2) Agreements
W. Kent Taylor 10,000 — — 10,000 10,000 75,000 105,000
Chairman, Chief Executive Officer,
President
Scott M. Colosi 10,000 — — 10,000(3) 15,000(3) — 35,000
Former President
S. Chris Jacobsen —(4) — — 5,000 15,000 — 20,000
Chief Marketing Officer
Tonya R. Robinson — 7,000 — 10,000 20,000 — 37,000
Chief Financial Officer
Doug W. Thompson — — 2,000 10,000 22,500 — 34,500
Chief Operating Officer


(1) With respect to Messrs. Colosi, Jacobsen, and Thompson and Ms. Robinson, this number includes a
retention grant of restricted stock units which will vest on January 8, 2021, provided the applicable
Named Executive Officer is still serving the Company on the vesting date.


(2) With respect to Mr. Taylor, this number represents a retention grant of restricted stock units which
will vest on January 8, 2023 provided Mr. Taylor is still serving the Company on the vesting date.


(3) As previously described, Mr. Colosi retired as President of the Company on June 20, 2019. Upon his
retirement, Mr. Colosi forfeited his right to receive the 10,000 service based restricted stock units
relating to his 2019 fiscal year service vesting on January 8, 2020 and the 15,000 retention restricted
stock units vesting on January 8, 2021.


(4) With respect to Mr. Jacobsen, because Mr. Jacobsen’s prior employment agreement included a grant
of restricted stock units relating to his 2018 fiscal year service, his 2018 Employment Agreement did
not include an initial grant of restricted stock units; provided, however, for his 2018 fiscal year
service, Mr. Jacobsen received a grant of 10,000 restricted stock units, together with a retention grant
of 5,000 restricted stock units, previously granted under his prior employment agreement.


Performance Based Restricted Stock Units. The number of performance based restricted stock units
granted to Messrs. Taylor, Colosi, Thompson and Jacobsen for the 2019 fiscal year under their 2018

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