Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
______________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event
reported):
February 9,
2010
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-11655
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22-2748248
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(State
or Other
Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1250
Northpoint Parkway
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West
Palm Beach, Florida
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33407
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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(561)
478-8770
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Adoption of 2010 Performance-Based
Incentive Compensation Program. On February 9, 2010, the Board
of Directors approved a Compensation Committee (“Committee”) recommended
performance-based bonus and long-term incentive compensation plan for
2010. The plan approved by the Board covers the Company’s officers.
Under the plan, cash bonuses and, with respect to the named executive officers
and all senior vice presidents, restricted stock units will be earned only upon
the Company’s achievement of performance objectives based on 2010 adjusted net
income (defined as net profit before taxes and non-cash charges) and 2010 net
cash flow (cash flow before change in non-cash items). The objectives
are weighted 60% to the adjusted net income objective and 40% to the net cash
flow objective. The cash bonus plan adopted by management for
non-officer corporate employees is based on the Company’s achievement of the
same performance metrics.
With
respect to the equity portion of the performance-based plan, the Board approved
the Committee’s recommended grants of restricted stock units (RSUs) to each of
the named executive officers and senior vice presidents. The RSUs
will be converted to common stock only if the target performance objectives
described above are achieved in 2010. The target and maximum
RSUs to be earned by Mr. Hansbrough for 2010 is 63,000 and 94,500; by Mr.
Chouinard is 37,000 and 55,500; and by Mr. Punal is 28,500 and
42,750. After the close of 2010, the Committee will review 2010
performance and determine if the target performance objectives were
met. If the targets are achieved, the Committee will determine the
number of RSUs that have been earned based on 2010 performance and one-third of
the earned RSUs will vest. The remaining earned RSUs will vest
ratably over the next two years subject to the continued employment of the
executives by the Company and the terms of the executives’ employment
agreements. Failure to achieve the performance objectives will result
in forfeiture of the unearned RSUs.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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HearUSA,
Inc.
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(Registrant)
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Date: February
11, 2009
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By:
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/s/
Stephen J. Hansbrough |
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Name:
Stephen J. Hansbrough
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Title:
Chairman and Chief Executive
Officer
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