8-KMaterial AgreementsExhibits & Filings

COHERENT CORP. 8-K Report, Material Agreement (Feb 16, 2006)

Filed February 16, 2006For Securities:COHR

Summary

This 8-K filing from II-VI Incorporated (COHR) on February 16, 2006, details the Compensation Committee's approval of Performance Share Awards for named executive officers under the Company's 2005 Omnibus Incentive Plan. These awards are tied to achieving specific revenue and net cash from operating activities goals for the six-month period ending June 30, 2006. The structure of the awards provides for payouts ranging from 50% to 150% of target shares based on performance against set goals, encouraging executive focus on key financial metrics during the performance period. The filing specifies target awards for key executives, including Carl J. Johnson, Francis J. Kramer, and Craig A. Creaturo. The Performance Share Awards are a component of executive compensation, designed to align the interests of management with shareholders by rewarding the achievement of critical business objectives. Investors should note that the payout of revenue and cash flow awards are independent of each other, offering multiple avenues for executive bonus realization.

Key Highlights

  • 1II-VI Incorporated (COHR) granted Performance Share Awards to named executive officers on February 14, 2006.
  • 2Awards are part of the 2005 Omnibus Incentive Plan and cover a six-month performance period ending June 30, 2006.
  • 3Performance goals are based on achieving specific consolidated revenue and consolidated net cash from operating activities targets.
  • 4Payout structure allows for 50% to 150% of target awards based on performance relative to goals.
  • 5Target awards are specified for Carl J. Johnson, Francis J. Kramer, and Craig A. Creaturo.
  • 6Revenue and cash flow award payouts are not contingent on each other.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose the entry into a material definitive agreement regarding Performance Share Awards granted to named executive officers of II-VI Incorporated under its 2005 Omnibus Incentive Plan. These awards are contingent upon the achievement of specific financial performance goals.

The performance metrics for these awards are consolidated revenue and consolidated net cash provided by operating activities. The goals are set for the six-month period ending June 30, 2006.

The awards are structured with a tiered payout system. Achieving 80% to 99.99% of a goal earns 50% to 99.99% of the target award, achieving 100% earns 100%, and achieving above 100% up to 120% earns over 100% up to 149.99% of the target award. Exceeding 120% of a goal earns 150% of the target award. Performance below 80% earns 0%.

The key executives and their target awards are Carl J. Johnson (4,200 shares for Revenue and 4,200 shares for Cash Flow), Francis J. Kramer (3,500 shares for Revenue and 3,500 shares for Cash Flow), and Craig A. Creaturo (1,400 shares for Revenue and 1,400 shares for Cash Flow).