NASDAQ_TXRH_2019

(coco) #1

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 2019 following
2019 pursuant to 2018 2018 Certification of
2018 Employment Employment Employment 2019 Performance
Agreements Agreements Agreements Goals(1)

W. Kent Taylor 50,000 0 100,000 62,303
Chairman, Chief Executive Officer,
President
Scott M. Colosi 40,000 0 80,000 0(2)
Former President
Doug W. Thompson 20,000 0 40,000 24,921
Chief Operating Officer
S. Chris Jacobsen 7,000 0 14,000 8,722
Chief Marketing Officer


(1) The shares underlying the performance based restricted stock units attributable to the 2019 fiscal year
were issued on February 28, 2020. The compensation committee determined that 50% of the
performance based restricted stock unit award for the 2019 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 2019 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.


(2) As described above, Mr. Colosi retired as President of the Company on June 20, 2019. Upon his
retirement, Mr. Colosi forfeited his right to receive any performance based restricted stock units
relating to his 2019 fiscal year service.
The number of performance based restricted stock units granted in 2020 to Messrs. Taylor,
Thompson, and Jacobsen, and Ms. Robinson under their respective 2018 Employment Agreements for the
2020 fiscal year is shown in the table below. The actual number of shares that will be issued to each of
Messrs. Taylor, Thompson, and Jacobsen, and Ms. Robinson for fiscal year 2020 based on achievement of
the performance goals assigned to these grants by the compensation committee will not be calculated until
the first quarter of 2021.

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