-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FhNoJ7n2h3RgsocqwuG5tSZWCJwviWHyAn+1r+bG8NdXiyPrXZpN+Qzg4Dn7swfb sqYUPv1RoHzFdsXEvmPqmQ== 0001157523-09-008177.txt : 20091119 0001157523-09-008177.hdr.sgml : 20091119 20091119094615 ACCESSION NUMBER: 0001157523-09-008177 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091113 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091119 DATE AS OF CHANGE: 20091119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEITHLEY INSTRUMENTS INC CENTRAL INDEX KEY: 0000054991 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 340794417 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09965 FILM NUMBER: 091194796 BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 8-K 1 a6104371.txt KEITHLEY INSTRUMENTS, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 13, 2009 Keithley Instruments, Inc. ------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 1-9965 34-0794417 --------------------- ------------- -------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 28775 Aurora Road, Solon, Ohio 44139 --------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (440) 248-0400 Not Applicable ---------------------------------------------- Former name or former address, if changed since last report 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: [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] 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 (e) On November 13, 2009, the Compensation and Human Resources Committee (the "Committee") of the Board of Directors of Keithley Instruments, Inc. (the "Company") adopted the Keithley Instruments, Inc. 2010 Annual Incentive Compensation Plan (the "Plan"). Similar to the annual incentive plans approved by the Committee in prior years, the Plan objective is to provide an opportunity to those employees whose performance has a significant impact on the Company's short-term and long-term profitability to earn annual incentive compensation based on such profitability. The Plan will be administered by the Committee. The Committee designates participants in the Plan who are officers of the Company and reviews and approves the annual performance criteria. The Committee has the authority to amend, modify, or discontinue the Plan. A target incentive percentage for each participant will be established at the beginning of each award term, which coincides with the Company's fiscal year of October 1 through September 30. Individual target incentive compensation will be calculated at the end of the award term based on performance as compared to the pre-established criteria. Individual incentive compensation may then be further modified based on a participant's individual performance and contributions for the term by up to 25% either plus or minus of target payout. If a participant's performance during the award term is determined to be unsatisfactory, the Committee reserves the right to reduce the participant's award for the award term to zero. Individual incentive compensation awards may not exceed two times the target incentive award. The performance requirements for the award term beginning October 1, 2009 and ending September 30, 2010 are as follows: o For each fiscal quarter in fiscal year 2010, 25% of the amount by which the Company's Return on Sales (as defined below) exceeds 5% will be contributed to a bonus pool (the "Bonus Pool") to be divided among participants in accordance with the percentage of the Bonus Pool specified in such participant's award. "Return on Sales" is defined as pre-tax earnings divided by net sales (excluding special items as approved by the Committee in its sole discretion). o No funds will be allocated to the Bonus Pool in each quarter of fiscal year 2010 unless the Company has restored its salaries and 401(k) plan match to at least the levels in place immediately prior to January 1, 2009. The 5% threshold above assumes full restoration of compensation. Each quarter, the percentage of total bonus will be calculated based on the current participants at quarter end. As of the end of fiscal year 2010, the aggregate amount accumulated in the Bonus Pool will be payable to the participants in accordance with such participant's award and the other terms and conditions of the Plan. Item 9.01. Financial Statements and Exhibits (d) Exhibits. 10.01 Keithley Instruments, Inc. 2010 Annual Incentive Compensation Plan - -------------------------------------------------------------------------------- SIGNATURES 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. Keithley Instruments, Inc. November 19, 2009 By: Mark J. Plush -------------------------------- Name: Mark J. Plush Title: Vice President and Chief Financial Officer - -------------------------------------------------------------------------------- Exhibit Index Exhibit No. Description - ----------- -------------------------------------------------------- 10.01 Keithley Instruments, Inc. 2010 Annual Incentive Compensation Plan EX-10.01 2 a6104371ex10_01.txt EXHIBIT 10.01 Exhibit 10.01 KEITHLEY INSTRUMENTS, INC. 2010 Annual Incentive Compensation Plan Introduction Keithley Instruments, Inc. (the "Company") has established an Annual Incentive Compensation Plan (the "Plan") as part of a competitive compensation program for the officers and key management employees of the Employers (as defined below). This Plan is also referred to as the Short-Term Incentive Compensation Plan. Plan Objective The Company desires to attract, retain and incent talented employees to enable the Company to meet its financial and business objectives. The objective of the Plan is to provide an opportunity to those employees whose performance has a significant impact on the Company's short-term and long-term profitability to earn annual incentive compensation based on such profitability. Administration The Plan is administered by the Compensation and Human Resources Committee of the Board of Directors of the Company (the "Committee"). The Committee: (a) May amend, modify, or discontinue the Plan. (b) Will designate Plan Participants at the officer level. (c) Will review and approve the annual performance criteria. (d) Will approve individual incentive compensation Awards to Participants who are officers. (e) Delegates to the Chief Executive Officer of the Company the power to designate Plan Participants and approve incentive compensation Awards to Participants who are not officers. (f) Except as determined by the Committee, a Participant must be employed on September 30 of the Award Term in order to be entitled to receive an Award hereunder. Notwithstanding the foregoing, the Committee may approve a pro rata incentive compensation Award for Participants who terminate employment prior to September 30 of the Award Term, provided those Participants were actively at work for the first one hundred and eighty days in the Award Term and (1) whose employment is terminated due to death, Disability, Retirement or (2) at the recommendation of the Chief Executive Officer. The Committee shall have complete authority to interpret all provisions of this Plan consistent with law, to prescribe the form of any instrument evidencing any Award granted or paid under this Plan, to adopt, amend and rescind general and special rules and regulations for its administration, and to make all other determinations necessary or advisable for the administration of this Plan. A majority of the Committee shall constitute a quorum, and the action of members of the Committee present at any meeting at which a quorum is present or acts unanimously approved in writing by all Committee members, shall be the act of the Committee. All acts and decisions of the Committee with respect to any questions arising in connection with the administration and interpretation of this Plan, including the severability of any or all of the provisions hereof, shall be conclusive, final and binding upon the Company and all present and former Participants and employees and their respective descendants, successors and assigns. No member of the Committee shall be liable for any such act or decision made in good faith. Determination of Individual Incentive Compensation Awards - --------------------------------------------------------- Target incentive percentage for each Participant in the Plan will be established at the beginning of each Award Term and approved by the Committee, if required, or the Chief Executive Officer in cases where he has been delegated power by the Committee and will be established with consideration of competitive market data. Individual target incentive compensation will be calculated at the end of the Award Term based on performance against the criteria. Individual incentive compensation may then be further modified based on a Participant's performance and contributions for the year by up to 25% either plus or minus of target payout. If a Participant's performance during the Award Term is determined to be unsatisfactory, the Committee, or the Chief Executive Officer in the case of non-officers, reserves the right to reduce the Participant's Award for the Award Term to zero. Individual incentive compensation Awards may not exceed two (2) times the Target Incentive Award. Payment Date/Taxes - ------------------ Promptly following the Committee's or the Chief Executive Officer's approval, as appropriate, of the final Awards, the Participants' Employer shall pay the amount of such Awards to the Participants in cash, subject to all withholdings and deductions described in the following sentence; provided, however, that (i) no Award shall be payable to a Participant except as determined by the Committee or the Chief Executive Officer, as appropriate and (ii) and Awards earned during the Award Term shall be paid during the period from October 1st through December 31st of the fiscal year following the Award Term provided that no valid deferral election has been previously made by the Participant. Any Award paid to a Participant under this Plan shall be subject to all applicable foreign, federal, state and local income tax, social security and other standard withholdings and deductions. Definitions - ----------- (a) "Award" means cash paid to a Participant under the Plan for the applicable Award Term in an amount determined in accordance with the Plan. (b) "Award Term" means the period corresponding with the Company's fiscal year beginning October 1 through the following September 30. (c) "Disability" means an approved application for disability benefits under an Employer's long term disability plan or under any applicable government program. 2 (d) "Employer" means each of the Company and its wholly owned subsidiaries, as applicable. (e) "Participant" means any person who is classified by an Employer as a salaried employee who in the judgment of the Committee or the Chief Executive Officer, as appropriate occupies a key position in which his efforts may significantly contribute to the profits or growth of the Company; and provided that following the end of the Award Term the Committee, or the Chief Executive Officer, as appropriate, may make one or more discretionary Awards to employees of an Employer who were not previously designated as Participants. Directors of an Employer who also are employees of the Company are eligible to participate in the Plan. The Committee, or the Chief Executive officer in the case of a non-officer Participant, shall have the power to add Participants at any later date in the Award Term if individuals subsequently become eligible to participate in the Plan. Each Participant shall be notified that he is eligible to receive an Award and the amount of his target Award. All target awards are based the salary in effect on October 1 of the applicable Award Term, or in the case of a Participant added to the Plan at a later date his starting salary or then current salary. (f) "Retirement" means a termination of employment with the Company or any Employer at or after age 55 and the completion of 10 or more years of service with the Company or any Employer. General Plan Provisions - ----------------------- (a) No Right of Employment. Neither the adoption or operation of this Plan, nor any document describing or referring to this Plan, or any part thereof, shall confer upon any employee any right to continue in the employ of the Employer, or shall in any way affect the right and power of an Employer to terminate the employment of any employee at any time with or without assigning a reason therefor to the same extent as the Company might have done if this Plan had not been adopted. (b) Governing Law. The provisions of this Plan shall be governed by and construed in accordance with the laws of the State of Ohio. (c) Miscellaneous. Headings are given to the sections of this Plan solely as a convenience to facilitate reference. Such headings, numbering and paragraphing shall not in any case be deemed in any way material or relevant to the construction of this Plan or any provisions thereof. The use of the masculine gender shall also include within its meaning the feminine. The use of the singular shall also include within its meaning the plural, and vice versa. (d) American Jobs Creation Act. It is intended that this Plan be exempt from the requirements of Section 409A of the Internal Revenue Code, as enacted by the American Jobs Creation Act. (e) Limitation on Rights of Participants; No Trust. No trust has been created by the Company or any Employer for the payment of Awards granted under this Plan; nor have the Participants been granted any lien on any assets of the Company or any Employer to secure payment of such benefits. This Plan represents only an unfunded, unsecured promise to pay by the Company and a Participant hereunder is a mere unsecured creditor of his Employer. 3 (f) Payment to Guardian. If an Award is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Committee may direct payment of such Award to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Committee may require such proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to the distribution of such Award. Such distribution shall completely discharge the Employers from all liability with respect to such Award. (g) Effective Date. This Plan shall become effective as of October 1, 2009. Performance Targets - ------------------- The performance targets for the Plan are attached as an Addendum to this document. 4 FY2010 Performance Targets For the fiscal year ending September 30, 2010 ("fiscal year 2010"), Awards may be paid to Participants in the amounts specified in such Participant's Award upon the following terms and conditions: 1. For each fiscal quarter in fiscal year 2010, 25% of the amount by which the Company's Return on Sales (as defined below) exceeds 5% will be contributed to a bonus pool (the "Bonus Pool") to be divided among Participants in accordance with the percentage of the Bonus Pool specified in such Participant's Award. Return on Sales is defined as follows:* Pre-tax Earnings / Net Sales * Excluding special items as approved by the Committee in its sole discretion 2. No monies will be allocated to the Bonus Pool in each quarter of fiscal year 2010 unless the Company has restored its salaries and 401(k) plan match to at least the levels in place immediately prior to January 1, 2009. The 5% threshold above assumes full restoration of compensation. 3. As of the end of fiscal year 2010, the aggregate amount accumulated in the Bonus Pool will be payable to the Participants in accordance with such Participant's Award and the other terms and conditions of the Plan. Each quarter the percentage of total bonus will be calculated based on the current Participants at quarter end. 5 -----END PRIVACY-ENHANCED MESSAGE-----