Item
7.01 Regulation FD Disclosure
On
October 2, 2009, the Board of Directors of North American Galvanizing &
Coatings, Inc. approved certain non-material amendments to its 2009 Incentive
Stock Plan, to be effective October 1, 2009. This plan was approved
by the shareholders at the Annual Meeting of Shareholders on July 29,
2009.
The
amendments include the following:
1. A
change to the definition of “Fair Market Value” which has the effect of adopting
the Nasdaq official closing price as the measure of Fair Market Value under the
plan rather than the closing price as reported on The Wall Street
Journal.
2. Deleting
the prior limitation on annual Stock Grants as set forth in Section
3.5. As previously stated, Section 3.5 provided that annual Stock
Grants intended to satisfy the requirements of Section 162(m) of the Internal
Revenue Code could not exceed 100,000 shares.
3. Providing
for an annual combined limit on stock option and stock appreciation right grants
of 200,000 shares. As previously stated, Section 3.5 limited annual
stock option grants to 100,000 shares and also limited annual stock appreciation
right grants to 100,000 shares.
4. Adding
provisions intended to assure that the director stock unit portion of the plan
complies with Section 409A of the Internal Revenue Code.
5. Certain
other non-material amendments, principally related to the clarification of
language.
The
furnishing of this information shall not be deemed an admission as to the
materiality of the information included in this Current Report. This
information is not filed but is furnished pursuant to Regulation
FD.
SECTION
9. FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and
Exhibits.
Exhibits:
10.00
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North
American Galvanizing & Coatings, Inc. 2009 Incentive Stock Plan
(Amended and Restated as of October 1,
2009)
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