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Form 8-K Houston Wire & Cable CO For: Dec 08

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December 12, 2014 4:08 PM EST
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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):��December 8, 2014
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HOUSTON WIRE & CABLE COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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000-52046
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36-4151663
(State of Incorporation)
 �
(Commission File Number)
 �
(IRS employer identification no.)


10201 North Loop East
 � �
Houston, TX
 �
77029
(Address of principal executive offices)
 �
(Zip code)


Registrants telephone number, including area code: � (713) 609-2100

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:

o ��� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

o ��� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ��� Pre-commencement communications pursuant to Rule�14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ��� Pre-commencement communications pursuant to Rule�13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Amended Employment Agreement with James L. Pokluda III

On December 8, 2014, the Compensation Committee of the Companys Board of Directors approved the terms of an amendment to the employment agreement, dated as of January 1, 2012, between the Company and its Chief Executive Officer, James L. Pokluda III.��The amended employment agreement (the Employment Agreement) will extend the current term of employment by one year, through December 31, 2016, and provide for automatic one-year extensions thereafter unless the Company or Mr. Pokluda gives 12 months prior written notice that the term will not be further extended.��The Employment Agreement will provide for (1) a base salary of not less than $430,000 per year, (2) an annual bonus opportunity of 10% to 75% of base salary based on achieving a series of EBITDA targets set by the Compensation Committee for the applicable year, (3) continued participation in the Companys Stock Plan and (4) entitlement to all benefits generally available to the Companys other executive employees.��Under the Employment Agreement, if the Company terminates Mr. Pokludas employment without cause, or if Mr. Pokluda terminates his employment for good reason, Mr. Pokluda will be entitled to severance equal to two years base salary plus bonus (based on the prior years payout).��The Employment Agreement limits Mr. Pokludas ability to compete with the Company for a period of one year following the termination of his employment for any reason or two years if he is receiving severance benefits.

In addition, on December 8, 2014, Mr. Pokluda received (1) a one-time special grant of 4,112 shares of restricted stock (valued at $50,000 based on the closing price of the Companys common stock on the Nasdaq Global Market on the date of grant), which will vest on December�8, 2015, and (2) as part of the Companys regular annual awards, a grant of 12,336 shares of restricted stock (valued at $150,000), which will vest in three equal annual installments beginning December 8, 2015.

Senior Management Bonus Program

On December 8, 2014, the Compensation Committee of the Companys Board of Directors adopted a revised senior management bonus program for its senior executives (other than the Chief Executive Officer), to be effective January 1, 2015.��A description of the revised program is attached as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01.
Other Events.
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On November 4, 2014, the Board of Directors amended the Companys 2006 Stock Plan (1) to provide that shares surrendered by a participant or withheld by the Company could be reused for new awards only if surrendered or withheld to pay withholding taxes on a stock award or stock unit (but not if surrendered or withheld to pay the exercise price of or withholding taxes on a stock option), (2) to add a broad definition of repricing, which the Stock Plan prohibits, and (3) to add the per employee annual limit on stock awards and stock units that was approved by the stockholders at the Companys 2014 annual meeting.
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Item 9.01.
Financial Statements and Exhibits.
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(d)�����������Exhibits
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Exhibit
Number
Description
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� 10.1 Description of Senior Management Bonus Program
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� 10.2 Third Amendment to the Houston Wire & Cable Company 2006 Stock 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.

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HOUSTON WIRE & CABLE COMPANY
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Date:��December 12, 2014
By:
/s/ Nicol G. Graham������������������������������������������
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Name:��
 Nicol G. Graham
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Title:��
 Vice President and
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 Chief Financial Officer

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Exhibit 10.1
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Description of Senior Management Bonus Program
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(as amended on December 8, 2014)
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The following is a description of the senior management bonus program, as adopted by the compensation committee (the Committee) of the board of directors of Houston Wire & Cable Company (the Company) on December 8, 2014.��The bonus program provides for the payment of discretionary annual cash bonuses to employees who are considered senior management level.��The bonus program is administered by the Committee, which has full authority to select participants, set bonus amounts and fix performance targets.��The Companys board of directors receives a report from the Committee of all awards granted and targets established.
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Beginning in 2015, the bonus is based on a single performance incentive measure: EBITDA (net income, plus interest expense, income tax provision, depreciation and amortization).��For each participant, the potential bonus award is based on the employees salary for the year with respect to which the bonus is payable (the Bonus Year) and the Companys performance as against three EBITDA measures set by the Committee for the Bonus Year �threshold,�target�and stretch.�If the Company achieves the EBITDA threshold�amount, then the participant qualifies to receive a cash bonus equal to 10% of his or her salary; if the Company achieves the EBITDA target�amount, the bonus will increase to 25% of base salary, and if the Company achieves the stretch�amount, the bonus will be 50% of base salary, which is the maximum bonus payable under the program.��EBITDA performance between specified amounts will result in a bonus calculated on a straight line basis between the percentages that would apply at the specified amounts.��If the Companys EBITDA is less than the threshold amount for the Bonus Year, no cash bonus will be payable under the program.��All bonuses are payable the year following the Bonus Year, after receipt of (and subject to) the audit of the financial statements for the Bonus Year.
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The Committee retains full discretion to adjust the EBITDA amounts for a particular Bonus Year in the event the Company makes an acquisition during the Bonus Year or to reflect unusual items.
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No award will be paid for any full or partial year to a participant whose employment with the Company terminates prior to the time the bonus is paid.��In all cases the payment is in the discretion of the Committee, and the Committee retains the right to terminate a participants participation in the bonus program at any time, in which case no bonus will be paid.
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The Chief Executive Officers bonus, as described in his employment contract, is based on performance targets established by the Committee and board of directors each year.
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Exhibit 10.2
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THIRD AMENDMENT TO THE
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HOUSTON WIRE & CABLE COMPANY
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2006 STOCK PLAN
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WHEREAS, Houston Wire & Cable Company, a Delaware corporation (the Company), maintains the Houston Wire & Cable Company 2006 Stock Plan, as amended (the Plan); and
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WHEREAS, the Company has reserved the authority to amend the Plan and now deems it appropriate to do so.
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NOW THEREFORE, the Plan is hereby amended, effective as of November 4, 2014, as follows:
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1.��
Section 4.1 of the Plan is hereby amended to read in its entirety as follows:
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The total number of shares of Common Stock that may be issued under the Plan shall be 1,800,000.��Such shares may be either authorized but unissued shares or treasury shares and shall be adjusted in accordance with the provisions of Section 4.3 below.��The number of shares of Common Stock delivered by a Participant or withheld by HWC on behalf of any such Participant as full or partial payment of any minimum required withholding taxes on Stock Awards or Stock Units shall once again be available for issuance pursuant to subsequent Awards, and shall not count towards the aggregate number of shares of Common Stock that may be issued under the Plan.��Any shares of Common Stock subject to an Award may thereafter be available for issuance pursuant to subsequent Awards, and shall not count towards the aggregate number of shares of Common Stock that may be issued under the Plan, if there is a lapse, forfeiture, expiration, termination or cancellation of any such prior Award for any reason (including for reasons described in Section 3.3), or if shares of Common Stock are issued under such Award and thereafter are reacquired by HWC pursuant to rights reserved by HWC upon issuance thereof.
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2.��
Section 4.2 of the Plan is hereby amended to add, after subsection (c), a new subsection (d) as follows:
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(d)�����������The maximum aggregate number of shares of Common Stock as to which a Key Employee may receive Stock Awards and Stock Units in any calendar year is 150,000.
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3.��
Section 12.1(b) of the Plan is hereby amended to add the following sentence at the end thereof:��For this purpose, repricing includes a reduction in the exercise price of a Stock Option or the cancellation of a Stock Option in exchange for cash, Stock Options with an exercise price less than the exercise price of the cancelled Stock Options, other Awards or any other consideration provided by the Company.
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IN WITNESS WHEREOF, this Second Amendment has been executed on this 4th day of November, 2014.
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� HOUSTON WIRE & CABLE COMPANY
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� By: Nicol G. Graham���������������������������������������������������������������������
� � Nicol G. Graham
� � Chief Financial Officer, Treasurer and Secretary
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30186-0000
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CH2\15785411.4
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