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OREGON
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0-21820
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93-0822509
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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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
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
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(e) Compensatory
Arrangements of Certain Officers
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On October 2, 2009 (the "Grant
Date"), Key Technology, Inc. (the "Company") granted an aggregate of
265,325 shares of the Company's common stock as restricted stock awards to
certain of the Company's executive officers under the Company's 2003
Restated Employees' Stock Incentive Plan (the "Plan"). The
restricted stock awards include both continued employment-based restricted
shares and performance-based restricted shares. The number of
continued employment-based restricted shares and performance-based
restricted shares awarded to each executive officer of the Company was
based on the fair value of the shares on the Grant Date and is as
follows:
Number of Shares of Restricted
Stock
Granted
Name Continued
Employment-Based Performance-Based
John
C.
Boutsikaris 40,672
12,710
David
M.
Camp
51,163
30,698
John
J.
Ehren
42,791
5,349
Dennis
Hopwood
27,327
7,777
Randy
Unterseher
20,094
1,163
The number of continued
employment-based restricted shares granted to each executive officer was
determined by the Compensation and Management Development Committee of the
Board of Directors according to a percentage of that executive officer's
base compensation. For all of the executive officers included
in the above table, this percentage ranged from 120% to
200%. The continued employment-based restricted stock awards
will vest in installments as follows: 25% on each of October 1,
2010 and October 1, 2011, and 50% on October 1, 2012, provided that the
executive officer continues to be employed by the Company on each of those
dates.
The Company's executive officers
have the right to earn performance-based compensation in 2010 based on a
percentage of each executive officer's base compensation determined by the
Compensation and Management Development Committee of the Board of
Directors. For all of the executive officers included in the
above table, this percentage ranged from 75% to 200% of base compensation,
payable in cash or restricted stock, or a combination thereof, as elected
by the executive officer. The number of performance-based
restricted shares granted to each executive officer disclosed in the table
above is based on the percentage of his performance-based compensation
that he elected to receive in the form of restricted stock.
Each award of performance-based
restricted stock is subject to performance metrics that must be achieved
by both the Company and the executive officer during fiscal
2010. If the performance metrics are achieved, the
performance-based restricted shares will vest on December 15, 2010 with
respect to each executive officer who is still then employed by the
Company and to the extent that the executive officer has achieved his
individual performance metrics. The number of performance-based
restricted shares granted to each executive officer and included in the
above table represents the maximum number of restricted shares that the
executive officer will earn if 100% of the applicable performance metrics
are achieved.
In addition to the restricted
shares set forth in the table above, the Company granted to Mr. Camp an
additional 25,581 performance-based restricted shares on the Grant Date
under the Plan. These restricted shares will vest on December
15, 2012, subject to Mr. Camp's continued employment with the Company and
the Company achieving pre-determined financial performance
criteria for the three-year period ending September 30,
2012.
The fair value of the restricted
stock awards was $10.75 per share, the closing price of the Company's
common stock as reported on The Nasdaq Global Market on the Grant
Date.
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KEY
TECHNOLOGY, INC.
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/s/ John J.
Ehren
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John
J. Ehren
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Senior
Vice President and Chief Financial
Officer
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