Performance Based Restricted Stock Units
The number of performance based restricted stock units granted to Messrs. Taylor and Colosi for
the 2018 fiscal year under their 2018 Employment Agreement, and the number of shares of common
stock which actually vested based on the Company’s performance, are shown in the table below:
Minimum Maximum
Number of Number of
Target Number of Performance Performance
Performance Based Based Restricted Based Restricted Actual Number of
Restricted Stock Stock Units Stock Units Shares Issued for
Units Granted for pursuant to pursuant to 2018 following
2018 pursuant to 2018 2018 Certification of
2018 Employment Employment Employment 2018 Performance
Agreements Agreements Agreements Goals(1)W. Kent Taylor................ 50,000 0 100,000 78,983
Chairman, Chief Executive
Officer
Scott M. Colosi ............... 40,000 0 80,000 63,186
President
(1) The shares underlying the performance based restricted stock units attributable to the 2018 fiscal
year were issued on February 22, 2019. The compensation committee determined that 50% of the
performance based restricted stock unit award for the 2018 fiscal year would be based on an EPS
growth target of 10%, which portion would be reduced or increased by 10% for every 1% of
annual growth in EPS less than or in excess of the 10% goal, and that 50% of the performance
based restricted stock unit award for the 2018 fiscal year would be based on a pre-tax profit target
opportunity equal to the percentage payout of 1.5% of pre-tax earnings divided by the bonus pool
target set by the compensation committee for the performance period.
The number of performance based restricted stock units granted in 2019 to Messrs. Taylor, Colosi,
Thompson, and Jacobsen under their respective 2018 Employment Agreements for the 2019 fiscal year
is shown in the table below. The actual number of shares that will be issued to each of Messrs. Taylor,
Colosi, Thompson, and Jacobsen for fiscal year 2019 based on achievement of the performance goals
assigned to these grants by the compensation committee will not be calculated until the first quarter of
2020.
Minimum Maximum
Target Number of Number of Number of
Performance Based Performance Performance
Restricted Stock Based Restricted Based Restricted
Units vesting on Stock Units Stock Units
January 8, 2020 pursuant to pursuant to
pursuant to 2018 2018 2018
Employment Employment Employment
Agreements(1) Agreements AgreementsW. Kent Taylor............................ 50,000 0 100,000
Scott M. Colosi............................ 40,000 0 80,000
Doug W. Thompson ........................ 20,000 0 40,000
S. Chris Jacobsen.......................... 7,000 0 14,000
(1) The compensation committee determined that 50% of the performance based restricted stock unit
award for 2019 would be based on an EPS growth target of 10%, which portion would be reduced
or increased by 10% for every 1% of annual growth in EPS less than or in excess of the 10% goal,
and that 50% of the performance based restricted stock unit award for 2019 would be based on a
pre-tax profit target opportunity equal to the percentage payout of 1.5% of pre-tax earnings
divided by the bonus pool target set by the compensation committee for the performance period.