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): January 2, 2012
FAMOUS DAVES OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
(Registrants 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:
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On January 2, 2012, the Company granted executive officers the right to receive shares of the Companys common stock (the Performance Shares) following the filing of the Companys Annual Report on Form 10-K for fiscal 2014, subject to the Company achieving cumulative earnings per share for fiscal 2012, fiscal 2013 and fiscal 2014 equal to at least the amounts achieved by the Company during fiscal 2011, fiscal 2012 and fiscal 2013, subject to any adjustments for nonrecurring events that the Companys Compensation Committee may determine in its sole discretion are appropriate (the Cumulative EPS Threshold). These Performance Shares were granted under the Companys 2005 Stock Incentive Plan and the grants are collectively referred to as the 2012-2014 Performance Share Program. Under the 2012-2014 Performance Share Program, each recipient will be entitled to receive a percentage of the Target Shares amount identified opposite his or her name on Exhibit 10.2 to this Current Report on Form 8-K that is based on the percentage of the cumulative total of the earnings per share goals for fiscal 2012, fiscal 2013 and fiscal 2014 (the Cumulative EPS Goal) achieved by the Company, as set forth on the following schedule:
The Performance Share grants for each recipient are also contingent upon the recipient remaining an employee of the Company until the filing of the Annual Report on Form 10-K for fiscal 2014.
The earnings per share goal for each fiscal year will be determined by the Compensation Committee prior to the beginning of each fiscal year. The actual earnings per share for each fiscal year shall be based on the fully diluted earnings per share amount for such fiscal year that is set forth in the audited financial statements filed with the Companys corresponding Annual Report on Form 10-K. The determination regarding whether the Company has achieved the Cumulative EPS Goal will be made upon filing of the Annual Report on Form 10-K for fiscal 2014 (the Vesting Date). Performance Shares will be issued on the Vesting Date, as provided above, if at least the Cumulative EPS Threshold is achieved. No partial issuance of Performance Shares shall be made if an earnings per share goal is achieved in any one or more fiscal years but the Cumulative EPS Threshold is not achieved.
The form of 2012-2014 Performance Share Agreement utilized in connection with grants under the 2012-2014 Performance Share Program and a schedule of grants made under the form of 2012-2014 Performance Share Agreement are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively.
Item 9.01 Financial Statements and Exhibits.
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.