Performance Share Grant Agreement between Todd Vogensen and Company (September 23, 2019)

Contract Categories: Human Resources › Bonus & Incentive Agreements
Summary

This agreement offers Todd Vogensen, the Chief Financial Officer, a one-time grant of 80,000 Performance Share Units (PSUs) based on company performance from October 1, 2019, through the end of fiscal Q4 2021. Vesting of the PSUs depends on achieving at least four quarters of positive company sales and meeting certain stock price thresholds, with potential earnings up to $1,200,000. The grant is contingent on signing a separate award agreement, which includes a one-year non-compete and a two-year non-solicit clause.

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EX-10.61 3 exhibit1061compadjustm.htm EXHIBIT 10.61 Exhibit

Exhibit 10.61
September 23, 2019                
Todd Vogensen
Chief Financial Officer

Dear Todd:
It gives me great pleasure to offer you a one-time, special Performance Share Grant. Your contribution and commitment to our organization will allow us to continue to drive sales growth and enhance our customer experience, for the benefit of our stakeholders.

In addition, you are receiving a one-time, special Performance Share Grant of 80,000 Performance Share Units (“PSUs”) at target. The PSUs have a performance period that begins October 1, 2019 and ends at the end of the fourth quarter of fiscal 2021 (28 months). There are two performance requirements. One is the minimum performance requirement of any four quarters of total company positive comp sales (over 0%). If the MPR is achieved in the performance period, then a requirement is the threshold stock price above $5.00 with escalating value as the stock moves upward. This is designed to allow you to increase your personal earnings aligned to the stock. Once the MPR is met, the number of PSUs earned is based on the table below.

Performance Level
Highest Stock Price Achieved
Percent of Target PSU Vesting
Earnings Potential
Outstanding
$10.00 or higher
150%
$1,200,000+
Target
$7.50
100%
$600,000
Threshold
$5.00
50%
$200,000
Below Threshold
< $5.00
0%
$0

Additional details on the Grant of PSUs will be contained in an award agreement (the “PSU Agreement”), which you will receive on or about October 1, 2019.
This Performance Share Grant is contingent upon you signing the PSU Agreement. Please note that the PSU Agreement contains a one-year non-competition obligation and a two year non-solicit obligation, which is generally consistent with your existing non-competition and non-solicitation obligation contained in your prior equity grant agreements.
Congratulations!
Regards,
/s/ Bonnie R. Brooks
Bonnie R. Brooks
CEO and President

Acknowledgement of Offer:


/s/ Todd Vogensen                        9/25/19
Todd Vogensen                            Date