UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13
or 15(d) of
the Securities Exchange Act of 1934
| Date of Report | |
| (Date of earliest event reported): | March 19, 2005 |
|
National Research Corporation
|
| (Exact name of registrant as specified in its charter) |
|
Wisconsin
|
0-29466
|
47-0634000
|
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) | |
|
1245 Q Street, Lincoln, Nebraska 68508
|
| (Address of principal executive offices, including zip code) |
|
(402) 475-2525
|
| (Registrant's telephone number, including area code) |
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 1.01 . Entry into a Material Definitive Agreement .
On March 19, 2005, the Compensation Committee (the “Committee”) of the Board of Directors National Research Corporation (the “Company”) adopted a Restricted Stock Incentive Plan for Joseph W. Carmichael, the Company’s President (the “Carmichael Plan”). The Carmichael Plan was adopted under, and is a subset of, the National Research Corporation 2001 Equity Incentive Plan (the “2001 Plan”).
The Carmichael Plan provides that if the Company meets or exceeds the specified annual revenue goal for 2005, then the Company will award Mr. Carmichael shares of restricted stock of the Company with a value of $600,000. The Carmichael Plan further provides that for each quarter of 2005 for which the Company meets or exceeds the specified quarterly net operating income goal, the Company will award Mr. Carmichael shares of restricted stock of the Company with a value of $100,000.
All restricted stock awarded under the plan will vest one third year each year over the three years from the date of its award. All such restricted stock shall be awarded under, and shall be subject to, the 2001 Plan and a related Restricted Stock Agreement.
A copy of the Carmichael Plan and the related form of Restricted Stock Agreement are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report and are incorporated by reference herein.
Item 9.01 . Financial Statements and Exhibits .
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Exhibits . The following exhibits are being filed herewith: |
| (10.1) | Restricted Stock Incentive Plan for Joseph W. Carmichael Under the 2001 Equity Incentive Plan |
| (10.2) | Form of Restricted Stock Agreement for executive officers used in connection with the 2001 Equity Incentive Plan |
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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.
Date: March 23, 2005
| NATIONAL RESEARCH CORPORATION | |
|
|
By: /s/ Patrick E. Beans |
| Patrick E. Beans | |
| Vice President, Treasurer, Secretary and Chief Financial Officer |
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NATIONAL RESEARCH CORPORATION
Exhibit Index to
Current Report on Form 8-K
Dated March 19, 2005
Exhibit
Number
| (10.1)* | Restricted Stock Incentive Plan for Joseph W. Carmichael Under the 2001 Equity Incentive Plan |
| (10.2) | Form of Restricted Stock Agreement for executive officers used in connection with the 2001 Equity Incentive Plan |
| * | An exhibit to this document is not being filed herewith. The registrant agrees to furnish supplementally a copy of such exhibit to the Securities and Exchange Commission upon request. |
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| 1. | This Restricted Stock Incentive Plan for Joseph W. Carmichael (the “Carmichael Plan”) is adopted under, and is a subset of, the National Research Corporation 2001 Equity Incentive Plan (the “2001 Plan”), designed to promote the best interests of the National Research Corporation (the “Company”) and its shareholders by providing Joseph W. Carmichael, the Company’s President (the “Officer”), with an opportunity to acquire a proprietary interest in the Company. Like the 2001 Plan overall, it is intended that the Carmichael Plan will promote the retention of the Officer and increase his incentive and personal interest in the welfare of the Company and its shareholders. |
| 2. | The Carmichael Plan will be administered by the Compensation Committee of the Board of Directors (the “Committee”), which is the Administrator of the 2001 Plan. |
| 3. | Awards under the Carmichael Plan: |
| A. | If during 2005 the Company meets or exceeds the Annual Revenue Goal for 2005 set forth on Exhibit A, then the Officer will receive an award of shares of Restricted Stock (as defined in the 2001 Plan) with a value of $600,000. |
| B. | If the Company does not meet or exceed the Annual Revenue Goal for 2005, then the Committee, in its sole discretion, may elect to make the Officer eligible to receive an award of shares of Restricted Stock with a value of $600,000 if the Company meets or exceeds the Annual Revenue Goal for 2006 set forth on Exhibit A; provided that the Committee shall make such election no later than March 31, 2006. |
| C. | For each quarter during 2005 that the Company meets or exceeds the Quarterly Net Operating Income Goal for 2005 set forth on Exhibit A, the Officer will receive an award of shares of Restricted Stock with a value of $100,000. |
| D. | If the Company does not meet or exceed one or more Quarterly Net Operating Income Goal for 2005, then the Committee, in its sole discretion, may elect to make the Officer eligible to receive an award of shares of Restricted Stock with a value equal to the product of (i) $100,000 multiplied by (ii) the number of quarters during 2005 in which the Company did not meet or exceed the relevant Quarterly Net Operating Income Goal for 2005 set forth in Exhibit A, if the Company meets or exceeds the Annual Net Operating Income Goal for 2006 set forth on Exhibit A; provided that the Committee shall make such election no later than March 31, 2006. |
| 4. | All awards under the Carmichael Plan shall be payable in shares of Restricted Stock, which will be awarded on the sixth trading day after the relevant quarterly or annual earnings press release. Restricted Stock will vest one third year each year over the three years from the date of its award. All such Restricted Stock shall be awarded under, and shall be subject to, the 2001 Plan. In connection with each award of Restricted Stock pursuant to the Carmichael Plan, the Company and the Officer will execute a Restricted Stock Agreement, the form of which is attached hereto as Exhibit B. |
| 5. | Any award otherwise payable under Section 3 above will not be due or payable if the Officer is not employed by the Company on the relevant payment date of such award specified in Section 4. |
| 6. | The value of each share of Restricted Stock awarded pursuant to the Carmichael Plan shall be deemed to be equal to the average per share trading price of the Company’s common stock over the ten-day period starting on the date five trading days before the date of the relevant earnings press release and ending four trading days after said press release. If no trades of Company common stock occur during any trading day during such period, then such trading day shall be excluded from the calculation. |
| 7. | The Committee, in its sole discretion, may adjust the performance goals on Exhibit A to reflect the estimated impact of any acquisitions. |
| 8. | The Carmichael Plan, all awards hereunder, and all determinations made and actions taken pursuant to the Carmichael Plan will be governed by the terms and conditions of the 2001 Plan. |
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THIS AGREEMENT, made and entered into as of this ____ day of _________, 20__ (the “Grant Date”), by and between NATIONAL RESEARCH CORPORATION, a Wisconsin corporation (the “Company”), and _____________ (the “Participant”).
WHEREAS, the Company has adopted the National Research Corporation 2001 Equity Incentive Plan (the “Plan”) to permit awards of restricted shares of the Company’s common stock, $.001 par value (“Common Stock”), to be granted to employees of the Company and its Affiliates.
WHEREAS, the Participant is employed by the Company in a key capacity and the Company desires him or her to remain in such employ and to secure or increase his or her stock ownership in the Company in order to increase his or her incentive and personal interest in the welfare of the Company.
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein set forth, the parties hereby mutually covenant and agree as follows:
1. Grant . Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Participant the aggregate number of restricted shares of Common Stock set forth on the signature page hereof (hereinafter referred to as the “Restricted Shares”).
2. Restrictions on Transfer . The Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered until the expiration of the applicable restricted period (the “Restricted Period”) determined as follows: with respect to one-third of the total number of Restricted Shares granted hereunder, the period beginning on the Grant Date and ending on the date one year after the Grant Date; with respect to an additional one-third of the total number of Restricted Shares granted hereunder, the period beginning on the Grant Date and ending on the date two years after the Grant Date; with respect to an additional one-third of the total number of Restricted Shares granted hereunder, the period beginning on the Grant Date and ending on the date three years after the Grant Date; provided that, in each case the Restricted Period shall terminate on the date the Participant is vested in the Restricted Shares pursuant to paragraph 3(a), if earlier.
3. Termination of Employment .
(a) If the employment of Participant terminates by reason of death or disability, as determined by the Committee prior to the end of any Restricted Period, then, notwithstanding the provisions of subparagraph (b), the Participant shall be 100% vested in the Restricted Shares on the date of termination of the Participant’s employment.
(b) If the employment of Participant is terminated for any reason other than death or disability prior to the end of a Restricted Period, then the Restricted Shares subject to that Restricted Period shall immediately be forfeited by Participant to the Company.
4. Rights as Shareholder . The Participant shall be entitled to receive any dividends paid with respect to the Restricted Shares that becomes payable during a Restricted Period; provided, however, that no dividends shall be payable to or for the benefit of the Participant for Restricted Shares with respect to record dates occurring prior to the Grant Date, or with respect to record dates occurring on or after the date, if any, on which the Participant has forfeited those Restricted Shares. The Participant shall be entitled to vote the Restricted Shares during any Restricted Period; provided, however, that the Participant shall not be entitled to vote the Restricted Shares with respect to record dates for such voting rights arising prior to the Grant Date, or with respect to record dates occurring on or after the date, if any, on which the Participant has forfeited those Restricted Shares.
5. Deposit of Restricted Shares . Each certificate issued in respect of Restricted Shares granted under this Agreement shall be registered in the name of the Participant and shall be deposited with a bank or broker-dealer designated by the Committee. The grant of Restricted Shares is conditioned upon the Participant endorsing in blank a stock power for the Restricted Shares.
6. Interpretation by Committee . As a condition of the granting of the Restricted Shares the Participant agrees, for the Participant and his or her personal representatives, that this Agreement shall be interpreted by the Committee and that any interpretation by said Committee of the terms of this Agreement and any determination made by the Committee pursuant to this Agreement shall be final, binding and conclusive.
7. Tax Withholding Obligations Settled with Common Stock . If the Participant does not make an election under Section 83(b) of the Code with respect to the Restricted Shares awarded hereunder, the Participant may satisfy the Company’s withholding tax requirements by electing to have the Company withhold that number of shares of unrestricted Common Stock otherwise deliverable to the Participant without restriction hereunder or to deliver to the Company a number of shares of Common Stock, in each case, having a Fair Market Value on the Tax Date (as such terms are below) equal to the minimum amount required to be withheld as a result of the termination of the restrictions on such Restricted Shares. The election must be made in writing in accordance with such rules and regulations and in such form as the Committee may determine. The election must be delivered to the Company prior to the Tax Date. If the number of shares so determined shall include a fractional share, then the Participant shall deliver cash in lieu of such fractional share. As used herein: (y) “Tax Date” means the date on which the Participant must include in his or her gross income for federal income tax purposes the fair market value of the Common Stock released from the restrictions of Section 2; and (z) “Fair Market Value” means the per share closing price on the date in question on the principal market in which shares of Common Stock which are equivalent to the Restricted Shares are then traded or, if no sales of Common Stock have taken place on such date, the closing price on the most recent date on which selling prices were quoted.
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8. Amendment or Modification . No term or provision of this Agreement may be amended, modified or supplemented orally, but only by an instrument in writing signed by the party against which or whom the enforcement of the amendment, modification or supplement is sought.
9. The Plan . The Restricted Shares are granted under and pursuant to the Plan, which shall govern all rights, interests, obligations and understandings of both the Company and the Participant. All capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Plan.
10. Effective Date . The award of Restricted Shares granted under this Agreement shall be effective on its Grant Date.
11. Governing Law . This Agreement shall be governed by the internal laws of the State of Nebraska as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.
12. Requirements of Law . The issuance of Restricted Shares shall be subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges or markets as may be required.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer, and the Participant has executed this Agreement as of the day and year first above written.
| NATIONAL RESEARCH CORPORATION | |
|
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By: ________________________________ |
| Name: | |
| Title: | |
|
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PARTICIPANT: |
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_______________________________________ |
| [Name] | |
| Number of Restricted Shares: ______ |
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