|
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On September 14, 2009, the Compensation Committee of the Board of Directors (the "Committee") of Covenant Transportation Group, Inc., a Nevada corporation (the Company"), approved performance-based bonus opportunities for the Company's senior management group (the "Program") under
the Company's 2006 Omnibus Incentive Plan, as amended (the "Plan"). As set forth in the Plan, the Committee may choose from a range of defined performance measures.
Under the Program and consistent with the objectives of the Plan, certain employees, including the Company's named executive officers, may receive bonuses upon satisfaction of consolidated operating income and operating ratio targets (the "Performance Targets") established for 2010. Each
applicable Performance Target corresponds to a percentage bonus opportunity for the employee that is multiplied by the employee's base salary to determine the employee's bonus. Pursuant to the Program, each of (i) David Parker and Joey Hogan, as named executive officers, and a certain other senior manager may receive between 50% and 75% of their respective base salary depending on the Performance Targets that are achieved, if any, (ii) Richard Cribbs, as a named executive officer, and a certain
other senior manager may receive between 40% and 60% of their respective base salary depending on the Performance Targets that are achieved, if any, and (iii) Tony Smith and James Brower, as the two remaining named executive officers, may receive between 10% and 15% of their respective base salary depending on the Performance Targets that are achieved, if any. Messrs. Smith and Brower will have an additional bonus opportunity to earn between 40% and 60% of their base salary based upon subsidiary targets
that will be reviewed and approved by the Committee when their respective 2010 subsidiary budgets are finalized. Each of the foregoing recipients may choose to receive up to 100% of the bonus in Class A common stock under the Plan.
On September 14, 2009, the Committee also granted awards of restricted shares of the Company's Class A common stock to the named executive officers and in the amounts set forth below:
|
Named
Executive Officer |
Number of
Restricted Shares |
|
David R. Parker |
7,500 |
|
Joey B. Hogan |
6,000 |
|
Tony Smith |
5,000 |
|
James "Jim" Brower |
5,000 |
|
Richard B. Cribbs |
5,000 |
Subject to the recipient's continuous employment between January 1, 2010, and the vesting date, the shares will vest when and if the Committee certifies that, for the fiscal year ending December 31, 2010, the Company's consolidated diluted earnings per share, subject to adjustments for potential certain non-cash items, is equal to
or greater than $0.05, all as set forth in the award notice.
