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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 12, 2008
ROCKY BRANDS, INC.
 
(Exact name of registrant as specified in its charter)
         
Ohio   0-21026   31-1364046
 
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
     
39 East Canal Street, Nelsonville, Ohio   45764
 
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (740) 753-1951
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 (see General Instruction A.2. below):
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
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-10.1

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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.
     On December 12, 2008, the Compensation Committee of the Board of Directors of Rocky Brands, Inc. (the “Company”) approved and adopted the Company’s Bonus Plan for the fiscal year ending December 31, 2009 (the “2009 Bonus Plan”). A description of the material terms of the 2009 Bonus Plan with respect to the Company’s “named executive officers” (as defined by Item 402(a)(3) of Regulation S-K) is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01   Financial Statements and Exhibits.
      (d)  Exhibits .
         
Exhibit No.   Description
       
 
  10.1    
Description of the Material Terms of Rocky Brands, Inc.’s Bonus Plan for the Fiscal Year Ending December 31, 2009

 

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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.
         
  Rocky Brands, Inc.
  		 
Date: December 18, 2008  By:        /s/ James E. McDonald    
         James E. McDonald,   
         Executive Vice President and
     Chief Financial Officer  		 
 

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EXHIBIT INDEX
         
Exhibit No.   Description
       
 
  10.1    
Description of the Material Terms of Rocky Brands, Inc.’s Bonus Plan for the Fiscal Year Ending December 31, 2009

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Exhibit 10.1
Description of the Material Terms of Rocky Brands, Inc.’s
Bonus Plan for the Fiscal Year Ending December 31, 2009
     Messrs. Brooks, Sharp and McDonald (the “Executive Officers”) are eligible to receive cash bonuses under the Company’s Bonus Plan for the fiscal year ending December 31, 2009 (the “2009 Bonus Plan”), based upon the attainment of certain Adjusted Operating Income targets. For purposes of the 2009 Bonus Plan, Adjusted Operating Income is calculated as the Company’s operating income excluding (i) operating income attributable to military sales, (ii) bonuses payable under the 2009 Bonus Plan, and (iii) gains or losses, or charges or adjustments resulting from unusual, one-time events, such as intangible assets or goodwill impairment charges and charges or gains resulting from changes in accounting policies, as determined by the Compensation Committee of the Board of Directors. If the Adjusted Operating Income performance targets are met, the Executive Officers will receive cash bonuses based on a percentage of their base salaries in accordance with the table below (with bonus amounts to be interpolated between the performance levels):
                         
    Payout as a Percentage of Base Salary
    Threshold   Target   Goal
Mike Brooks
    0 %     75 %     175 %
Chairman of the Board and
Chief Executive Officer
                       
 
                       
David Sharp
    0 %     60 %     140 %
President and Chief Operating Officer
                       
 
                       
James E. McDonald
    0 %     50 %     115 %
Executive Vice President and
Chief Financial Officer
                       
     No payment will be made for performance below the Threshold amount of Adjusted Operating Income, and no payment will be required for performance above the Goal amount of Adjusted Operating Income; provided , however , that to the extent Adjusted Operating Income exceeds the Goal amount for fiscal 2009, 10% of all Adjusted Operating Income in excess of the Goal amount will go into a pool to be distributed to any or all plan participants, including, but not limited to, the Executive Officers of the Company, at the discretion of the Compensation Committee.

 

 

     In addition to the foregoing, assuming that at least the Threshold amount of Adjusted Operating Income is attained, 10% of any operating income attributable to military sales during fiscal 2009 will go into a pool to be distributed to any or all of the plan participants, including, but not limited to, the Executive Officers of the Company, at the discretion of the Compensation Committee.
     If Mr. Brooks becomes eligible to receive a cash bonus under the 2009 Bonus Plan exceeding $10,000, at the time scheduled for payment of the bonus, he may choose, at least six months prior to payment, to receive any portion of his bonus in the form of the issuance of restricted shares of common stock of the Company, which shares will vest immediately but will not be tradable in the public markets for one year (the “Restricted Stock”). If Messrs. Sharp or McDonald become eligible to receive a cash bonus under the 2009 Bonus Plan exceeding $10,000, at the time scheduled for payment of the bonus, a minimum of 35% of the bonus shall be paid in shares of Restricted Stock of the Company, and each of Messrs. Sharp or McDonald may choose, at least six months prior to payment, to receive any additional portion of his bonus in the form of shares of Restricted Stock.

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