Charles Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 23, 2017, the Compensation Committee (the
Compensation Committee) of the Board of Directors (the Board) of
Charles Colvard, Ltd. (the Company) approved the Charles Colvard,
Ltd. 2017 Senior Management Equity Incentive Program (the 2017
Program), with effect as of January 1, 2017. The 2017 Program
supersedes and replaces all prior long-term incentive plans or
programs.
The 2017 Program provides a long-term incentive opportunity for
our executive officers and vice presidents (the Eligible
Employees) through grants of restricted stock awards with both
performance and service measures. Achievement of an Eligible
Employees performance measures will be measured by the
Compensation Committee as follows: (i) 50% of each restricted
stock award will be based on the achievement of shared company
goals regarding revenue, EBITDA, and departmental budgets (the
Company Measures), and (ii) 50% of each restricted stock award
will be based on the achievement of individual performance goals
(the Personal Measures), both for the period from January 1, 2017
to December 31, 2017. We must achieve 100% of the Company
Measures in order for 50% vesting of the restricted stock award.
For the remaining 50% vesting of the restricted stock award, an
Eligible Employee may achieve from 0% to 100% of his or her
Personal Measures, and 50% of the amount of his or her restricted
stock award will be reduced by any performance that is measured
below 100% accordingly. If certain EBITDA or revenue thresholds
are not achieved, 100% of the restricted stock awards will be
forfeited. The Personal Measures and Company Measures are
determined by the Compensation Committee and may be modified by
the Compensation Committee to reflect certain types of events as
permitted by our 2008 Stock Incentive Plan (the 2008 Plan). In
addition, an Eligible Employee must remain in continuous service
until February 23, 2018 for restrictions to fully lapse.
Under the 2017 Program, the Compensation Committee has granted
the Chief Executive Officer 150,000 shares of restricted stock,
the Chief Financial Officer 75,000 shares of restricted stock,
and each Vice President 35,000 shares of restricted stock. The
2017 Program also provides the Compensation Committee discretion
to make additional equity compensation awards above the target
award level in recognition of extraordinary performance. All
awards granted to the 2017 Program are issued under and to the
2008 Plan and subject to the terms of our standard
performance-based restricted stock award agreement.
The foregoing description of the 2017 Program does not purport to
be complete and is qualified in its entirety by reference to the
2017 Program, a copy of which is filed as Exhibit 10.1 to this
Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description of Document |
|
| 10.1 |
Charles Colvard, Ltd. 2017 Senior Management Equity Incentive Program, effective January 1, 2017 |
About Charles & Colvard, Ltd. (NASDAQ:CTHR)
Charles & Colvard, Ltd. manufactures and distributes Charles & Colvard Created Moissanite jewels (moissanite) and finished jewelry featuring moissanite. The Company’s segments are Wholesale, Moissanite.com and Charles & Colvard Direct. The Company sells loose moissanite jewels and finished jewelry at wholesale to distributors, manufacturers and retailers, and at retail to end consumers through its operating subsidiaries. The Company manages its business primarily through its three distribution channels that it uses to sell its product lines, loose jewels and finished jewelry, which included Charles and Colvard Direct, LLC. The Company sells loose moissanite jewels and finished jewelry featuring moissanite at wholesale to retailers, television (TV) shopping networks, and designers to be sold to end consumers and directly to consumers through its e-commerce sales channel Moissanite.com. The Company primarily sells moissanite jewels, including Forever Classic and Forever Brilliant. Charles & Colvard, Ltd. (NASDAQ:CTHR) Recent Trading Information
Charles & Colvard, Ltd. (NASDAQ:CTHR) closed its last trading session up +0.05 at 1.16 with 50,225 shares trading hands.
