Item 5.02

Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 23, 2015, the Executive Compensation and Employee Benefits Committee (the "Compensation Committee") of the Board of Directors of Haverty Furniture Companies, Inc. (the "Company" or "Havertys") pursuant to the Company's 2014 Long Term Incentive Plan authorized the grants of Restricted Stock Units ("RSUs") and Performance Restricted Stock Units ("PRSUs").  The grants were made to individuals subject to the Securities Exchange Commission Section 16 reporting requirements (the "executive officers"), including the following individuals who will be listed as Named Executive Officers ("NEOs") in the Company's proxy statement for the year ended December 31, 2014.

 

Each RSU and PRSU represent a contingent right to receive one share of the company's common stock. The RSUs vest in accordance with the schedule set forth in the notice of grant letter attached hereto as Exhibit 10.1.   The PRSUs are based on the company's EBITDA (adjusted for unusual items) for the year ended December 31, 2015 and vest in February 2018.  The number of units reported represent target performance. The actual number that become vested is based on achieving the level of EBITDA during the performance period in accordance with the schedule set forth in the notice of grant letter attached hereto as Exhibit 10.2.  PRSUs were also granted based on achieving target levels of annual net sales.  These grants vest over four years in accordance with the schedule set forth in the notice of grant letter attached hereto as Exhibit 10.3.

On January 23, 2015, the Compensation Committee also approved new management incentive plans (the "Plans" or "MIP I" or "MIP II") to determine 2015 cash incentives for the Company's executive officers pursuant to the Company's 2014 Long Term Incentive Plan. The NEOs are eligible to receive a target payout amount from the combined Plans of 60% to 65% of their 2015 annual base salary, except that Mr. Smith's target is 100% of base salary.  The MIP I Plan covers 80% of the target payout.  The MIP I sets goals of pre-tax earnings on a quarterly and annual basis.  Participants will begin to earn the incentive pay once at least 80% of a goal is met increasing up to 130% of the pre-tax goal.  There is a 2% change in the incentive pay earned for every 1% increase or decrease in actual pre-tax earnings versus the goal with the incentive pay potential ranging from 60% to 160% of the earnings target payout amount.  Pre-tax earnings for comparison to the goal will be that amount reported in the annual Form 10-K, adjusted to eliminate the effects of asset impairments, restructurings, acquisitions, divestitures, other unusual or non-recurring items, store closing costs, and the cumulative effect of accounting changes, as determined in accordance with generally accepted accounting principles, as applicable. The MIP II Plan covers the remaining 20% of the potential target payout for achieving additional performance criteria or specific projects or initiatives tailored to each person as established by the Compensation Committee.  The Compensation Committee has discretion in the administration of the Plans.

---