UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8‑K
|
||||
|
||||
TOR Minerals International,
Inc.
Delaware
|
||||
0-17321 |
74-2081929 |
|||
(361) 883-5591
|
||||
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):
|
||||
|
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)) |
|||
1
ITEM 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 21, 2016, the Board of Directors of TOR Minerals International, Inc. (the “Company”) granted the officers of the Company non-statutory stock options (the “Performance Awards”). The Performance Awards, which are subject to the terms, definitions and provisions of the 2000 Incentive Plan as amended, consist of the following grants:
|
|
Five Year Performance Award Grant |
Olaf Karasch |
President and Chief Executive Officer |
150,000 |
Mark Schomp |
Executive Vice President Sales & Marketing |
50,000 |
Barbara Russell |
Treasurer and Chief Financial Officer |
15,000 |
The Performance Awards will vest over a five year period based solely on the basis of satisfaction of the performance criteria established annually by the Company’s Board of Directors. The Performance Periods begin on January 1 of each calendar year and ending on December 31 of such year. The first Performance Period shall begin on January 1, 2016 and end on December 31, 2016. The final Performance Period shall begin on January 1, 2020 and shall end on December 31, 2020. The exercise price for the Performance Awards was set at the closing price of the Company’s stock on January 4, 2016, as established by NASDAQ, at $4.51 per share.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) |
Exhibits. |
||
|
Exhibit |
|
|
|
|||
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. |
|||
|
TOR MINERALS INTERNATIONAL, INC. |
||
|
|
|
|
Date: April 22, 2016 |
/s/ BARBARA RUSSELL |
|
Barbara Russell |
2
EXHIBIT INDEX
|
Exhibit |
|
3
EXHIBIT 10.1
|
2000 INCENTIVE
PLAN FOR TOR MINERALS INTERNATIONAL, INC. (Performance Award)
OPTION NO.: 2016 - 001
|
Shares: 150,000 |
Date of Grant: April 21, 2016 |
|
|
A Nonqualified Stock Option (the "Option") for a total of 150,000 shares common stock, par value of $0.01 per share (collectively, ”Option Shares”), of TOR Minerals International, Inc. (the “Company”), is hereby granted to Olaf Karasch (the “Optionee”) at the price set forth in this Option Agreement (“Agreement”) and in all respects subject to the terms, definitions and provisions, of the 2000 Incentive Plan for TOR Minerals International, Inc., as amended to date (the "Plan"), which is incorporated herein by reference, except to the extent otherwise expressly provided in this Agreement, and in all respects subject to the terms and conditions set forth in this Agreement. Any terms used herein with an initial capital letter shall have the same meaning as provided in the Plan, unless otherwise specified herein.
1
EXHIBIT 10.1
2
EXHIBIT 10.1
Increase in Consolidated Net Revenue |
Vesting Factor |
Reduction in Overhead |
Vesting Factor |
10% or more |
100% |
$1,000,000 or more |
100% |
8% or more but less than 10% |
75% |
$750,000 or more but less than $1,000,000 |
75% |
6.5% or more but less than 8% |
50% |
$500,000 or more but less than $750,000 |
50% |
5% or more but less than 6.5% |
25% |
$250,000 or more but less than $500,000 |
25% |
Less than 5% |
0% |
Less than $250,000 |
0% |
3
EXHIBIT 10.1
(a) |
(b) |
(c) |
(d) |
(e) |
Performance Target |
Assigned Weighting Factor |
Total Shares Available for Vesting ((b) * 200) |
Vesting Factor based on
|
Shares Vested (c) * (d) |
Increase in Consolidated Net Revenue |
70% |
140 |
75% |
105 Option Shares |
Reduction in Overhead |
20% |
40 |
50% |
20 Option Shares |
Major Objective |
10% |
20 |
100% |
20 Option Shares |
Number of Option Shares that shall Vest for the Performance Period |
145 Option Shares |
In this example, of the 200 Option Shares available for the Performance Period, 145 Option Shares will Vest. Optionee’s right to purchase the remaining 55 Option Shares will lapse.
4
EXHIBIT 10.1
5
EXHIBIT 10.1
IN WITNESS WHEREOF, the undersigned have set forth their hand as of the Date of Grant shown on the first page of this Agreement.
Optionee: |
|
TOR Minerals International, Inc. |
|
|
|
|
|
|
|
By: |
|
Signature of Optionee |
|
|
Steven Paulson |
|
|
|
|
Olaf Karasch |
|
Title: |
Compensation Committee Chairman |
Printed or Typed Name of Optionee |
|
|
|
6
EXHIBIT 10.2
FOURTH AMENDMENT TO THE
2000 INCENTIVE PLAN OF
TOR MINERALS INTERNATIONAL, INC.
This Fourth Amendment to the 2000 Incentive Plan of TOR Minerals International, Inc. (the “Third Amendment”) is executed and delivered as of the 26th day of February, 2016 by TOR Minerals International, Inc., a Delaware corporation (the “Company”).
RECITALS:
A. The Company previously has adopted the amended 2000 Incentive Plan (the “Plan”).
B. The Board of Directors of the Company also previously adopted the First, Second and Third Amendments to the Plan.
C. The Board of Directors has determined that Plan should be amended to provide more flexibility in the establishment of Performance Award criteria.
AGREEMENTS:
NOW THEREFORE, the Plan here is amended as follows:
1. Performance Award Criteria. Subparagraph (i) of Section 12(c) of the Plan is hereby amended to read as follows:
(i) The performance criteria upon which vesting of the Award is contingent shall be such objective performance goals as the Committee shall establish in writing prior to the expiration of 90 days after the commencement of the Performance Period to which the performance goal or goals relate and while the outcome is substantially uncertain. Performance criteria may include subsidiary components, goals, criteria or other benchmarks applicable to all or a portion of the Performance Period. The performance criteria shall be based on one or more business criteria that apply to an Eligible Person, a business unit, product line, or the Company as a whole and may include the development of new or modified business units or product lines. Such business criteria may include, but are not limited to, stock price, market share, sales, earnings per share, return on equity, or costs, or achievement of one or more corporate objectives. A performance goal need not be based upon an increase or positive result under a business criterion but could include maintaining the status quo or limiting economic losses (measured, in each case, by reference to a specific business criterion).
3. Effective Date. This amendment is effective as of January 1, 2016.
4. Effect Upon Plan. Except as expressly amended hereby, the Plan shall remain in full force and effect.
IN WITNESS WHEREOF, this Fourth Amendment is executed and delivered as of the date first above written.
TOR Minerals International, Inc. |
|
|
By: |
DOUGLAS H. HARTMAN
Douglas H. Hartman, |
|
|
1
VHPFU M"G!Q3E?9\J;7357/./@5^TM\2_V.O%_BS3='\,6_V_5-ME>PZDKJ]NT4XDX MYSE>]>PW/_!9SXZ7&K1:Y#[0I)HTU!4^:7&+L*'[_P@<>M?['A[/\-^[P^(7(KV^;N?BV)\<_!KB*<<=GF25)XF2M-IIJZ2CH^= M75E;5(X*+_@L!\<8]$NO#)\%:*UG=:?IEH(B\N$-E)O5QSU; !^E:.L?\%E_ MBAJ&MZYXEL/@KX2L;SQ%9+;:M<6T;J]SL8,KN J?$'3= M"_X)W:/K:^&?@[HOBC0#;Q7ZG5=3N5M'N+,$2,"%\]L '(V *-+TG_@G_HVG:AH_P "=,\::?+J-IJ3QSZK(D4MS8$!QG:DJ@ '<&ZY K3^ MQ>*/^@E\5_H]MO_A!JZ[[:_#_T\_NK[BE+_P %Q_VA4U2UO[#P)H5K#%J< MMW?6T$DH2]+Q&/9)SR!\K#OE1447_!:[XM&WTZQN?@=X/FAM=+_LRZ$L4C/< M6>W!@+DY5 E>%-1FM8M0VBTGT M^WN);A/G.TB66159OE 3!YKB;/Q'\+H=<_L_Q)_P33L[.+_AH"/P49_*U AM M$W.'U,88]O+P3\O)I_V1Q.G_ +RON]##_B)_T=5MD%5?/U_Z>>9YA%\0_B__ M ,% ?VQX_&8\,1-J=S:R+%8:=&WE6MM#;LJCZ=!GU(HK]9?^":OPP^"5I\+[ M[Q[X&^!>D^$M8_X2+5=,OTMK:03>7;7LT$>6FRV&CC1N.#NHK;#\+SY7+$5+ ?S;NSR<^^D>H8JGA^'